Fancamp Announces Termination for Cause of Mr. Peter H. Smith’s Consulting Agreement; Provides Facts on Continued Misleading Statements from Activists

VANCOUVER, British Columbia, April 05, 2021 (GLOBE NEWSWIRE) -- Fancamp Exploration Ltd. (“Fancamp” or the “Corporation”) (TSX Venture Exchange: FNC) today announced that the Board of Directors (the “Board”) has terminated the consulting agreement between Fancamp and Mr. Peter H. Smith for cause effective immediately. The Board has also requested that Mr. Smith resign from his role as director promptly.

The Board has provided Mr. Smith with multiple opportunities to act in a proper manner and adhere to appropriate governance practices, but he has refused. Notably, the Board has repeatedly tried to engage with Mr. Smith over the last few months to address the issues that led to his termination. Mr. Smith has not cooperated with these efforts, and instead, continued to hide and withhold information from the Board and management, in addition to numerous other grave issues.

The Board has also made multiple attempts to reason with Mr. Smith and work with him in a cooperative manner. Instead, Mr. Smith has continued to be disruptive and go against the best of interests of the Corporation in order to regain his former position with Fancamp. The Corporation cannot justify spending shareholders’ money to pay an individual who not only is refusing to do any work for the Corporation, but instead, is actively working against shareholders’ interests. The Board has carefully considered the situation and the context, and has determined that it is justified to terminate the consulting agreement and that, as such, Mr. Smith is not entitled to any payouts.

As the Corporation continues to investigate and examine the conduct of Mr. Smith in relation to the numerous issues listed below, the Corporation reserves all of its legal rights in connection with Mr. Smith and will consider any such measures as are appropriate on behalf of its shareholders to address potential misconduct, including through the courts if necessary.

REASONS FOR TERMINATION:

Mr. Smith was terminated for cause due to, among others, the following actions, all of which were detrimental to the Corporation and its shareholders:

• He repeatedly ignored the instructions of the Board and acted against the Board’s specific direction;
• He failed to comply with his duty of confidentiality and to comply with applicable legislation by disclosing non-public material information, including information about the December 31, 2020 private placement and the proposed business combination with ScoZinc Mining Ltd. (“ScoZinc”) (the “Transaction”);
• He failed to comply with his duty of loyalty by repeatedly refusing to cooperate with the Board and management of Fancamp, and recently, by withholding information in his possession to management following him stepping down as president and CEO in August 2020; and
• He failed to provide the services outlined in the consulting agreement; rather than acting for the Corporation, he acted against the interests of the Corporation by withholding information and not cooperating with management’s efforts, which resulted in delaying the technical review and causing setbacks and unnecessary costs to the Corporation

Peter Smith: Breach of Fiduciary Duty as a Director