- Fancamp Exploration Ltd (FNC) has terminated the consulting agreement with former President and CEO, Mr. Peter H. Smith
- The board has determined that it is justified to terminate the consulting agreement and that Mr. Smith is not entitled to any payouts
- Mr. Smith repeatedly disclosed non-public material information
- Mr. Smith withheld information to management after stepping down as president and CEO in August 2020
- Fancamp is a growing Canadian mineral exploration corporation
- Fancamp Exploration Ltd (FNC) is unchanged, trading at $0.11 per share at 2:20 pm ET
Fancamp Exploration Ltd (FNC) has terminated the consulting agreement between Fancamp and former President and CEO, Mr. Peter H. Smith.
The board has also requested that Mr. Smith resign from his role as director.
The board has provided Mr. Smith with multiple opportunities to adhere to appropriate governance practices, but he has refused. The board has repeatedly tried to engage with Mr. Smith over the last few months to address the issues that led to his termination.
Rather than cooperate with these efforts, Mr. Smith has 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. Mr. Smith has continued to be disruptive and go against the best interests of the corporation in order to regain his former position with Fancamp.
The board has carefully considered the situation and has determined that it is justified to terminate the consulting agreement and that Mr. Smith is not entitled to any payouts.
As the corporation continues to investigate the conduct of Mr. Smith, Fancamp reserves all of its legal rights 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:
- He repeatedly ignored the instructions of the board and acted against the Board’s specific direction
- He repeatedly disclosed non-public material information, including information about a private placement and the proposed business combination with ScoZinc Mining Ltd.
- He withheld information to management after stepping down as president and CEO in August 2020; and
- He failed to provide the services outlined in the consulting agreement
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 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.
Despite Mr. Smith’s self-serving actions to initiate an unnecessary, costly and time-consuming proxy contest against the corporation, Fancamp remains focused on executing its three-pronged strategy for growth and completing the transformational transaction to create significant value for Fancamp shareholders.
Among the many benefits, the transaction will enable Fancamp to plan the restart of the commercial production of ScoZinc’s Scotia Mine, a high-quality, past-producing facility with a fully built infrastructure in a stable, premier jurisdiction near Halifax, Nova Scotia, which is expected to create significant cash flow for the Corporation.
Fancamp is a growing Canadian mineral exploration corporation dedicated to its value-added strategy of advancing mineral properties through exploration and development.
Fancamp Exploration Ltd (FNC) is unchanged, trading at $0.11 per share at 2:20 pm ET.