Fancamp Announces Termination for Cause of Mr. Peter H. Smith’s Consulting Agreement; Provides Facts on Continued Misleading Statements from Activists - Seite 2

As a director, Mr. Smith also has a fiduciary duty to Fancamp’s shareholders and was required to follow all applicable legislation, including ensuring the confidentiality of non-public material information. Instead, Mr. Smith blatantly disclosed confidential information by issuing a public statement on December 22, 2020, which included, among others, details discussed during Board meetings at Fancamp as well as a private placement that had been approved in principle by the Board, but had not yet been announced. The Corporation closed and announced the private placement on December 31, 2020.

Mr. Smith’s unlawful disclosure on December 22, 2020 of non-public material information in connection with the potential private placement may have jeopardized the integrity of the securities market and affected the market price or trading of Fancamp’s securities. As such, the Board has notified the British Columbia Securities Commission of Mr. Smith’s actions.

IN RESPONSE TO THE FALSE CLAIMS BY MR. SMITH, FANCAMP WOULD LIKE TO REMIND SHAREHOLDERS OF THE FACTS:

The Transaction Will Unlock Value for Fancamp Shareholders; Mr. Smith’s Misleading Statements Regarding the Transaction is to Protect Self-Interests
Mr. Smith has repeatedly made false allegations against the Corporation and spread misinformation about the Transaction.

Contrary to Mr. Smith’s misleading statements:

• Fancamp shareholders will emerge from this Transaction with a greatly enhanced opportunity to create value. The combination of Fancamp and ScoZinc takes two significantly undervalued companies and creates a larger, stronger entity that will be in a better position to attract new investments for growth and funding for strategic initiatives. The combined entity will also be well-positioned to capitalize on the global demand for zinc, which is expected to double by 2050.
  
  
• The Transaction was the result of a transparent, credible and thorough process with input from Fancamp’s independent financial and legal advisors. All members of the Board – including Mr. Smith – received a copy of the final fairness opinion from Ernst & Young LLP, which stated that the consideration to be paid in connection with the Transaction is fair for Fancamp.
  

Shareholders can read all the facts about the Transaction here.

There will be No New Controlling Positions on the Board After the Close of the Transaction
Contrary to Mr. Smith’s misleading statements, there will be no new controlling positions after the Transaction closes.

The composition of the Board after the Transaction will also be up to Fancamp shareholders. As stated in the February 18, 2021 and March 18, 2021 press releases, as well as in the Transaction agreement (a copy of which is available on SEDAR), after the Transaction closes, Messrs. Mark Haywood (president and chief executive officer of ScoZinc) and Christopher Hopkins (director of ScoZinc) will be nominated to join the Fancamp Board of Directors at the Corporation’s next annual general meeting (“AGM”). Shareholders will be able to vote on these nominees in due course.