Business
Activist Peter H. Smith Once Again Breaches His Fiduciary Duty to Fancamp Shareholders
VANCOUVER, British Columbia / Apr 15, 2021 / Business Wire / Fancamp Exploration Ltd. (“Fancamp” or the “Corporation”) (TSX Venture Exchange: FNC) is once again
About this update from Fancamp Exploration Ltd.
[{"type":"text","content":"VANCOUVER, British Columbia / Apr 15, 2021 / Business Wire / Fancamp Exploration Ltd. (“Fancamp” or the “Corporation”) (TSX Venture Exchange: FNC) is once again disappointed that activist Mr. Peter H. Smith, a disgruntled director and former president and CEO of Fancamp, whose consulting agreement was recently terminated for cause, has continued to breach his fiduciary duty to Fancamp and exposed the Corporation to unnecessary legal risk for damages. Mr. Peter H. Smith: Breach of Duty Under Corporate Law In his April 7, 2021 press release, Mr. Smith disclosed information regarding Ernst & Young LLP’s (“Ernst & Young”) fairness opinion (“Opinion”) on Fancamp’s proposed business combination with ScoZinc Mining Ltd. (“ScoZinc”) (the “Transaction”). As a member of Fancamp’s Board of Directors (the “Board”), Mr. Smith was given a confidential copy of the Opinion on December 20, 2020 for the sole use of the Board in evaluating the Transaction. The specific purpose of the Opinion was to provide information to the Board for consideration regarding the Transaction and was not to be used in any other context without the prior written consent from Ernst & Young. Notably, the agreement between Ernst & Young and Fancamp also stated that the Opinion on the Transaction may not be disclosed in public filings. By publicly disclosing information regarding the Opinion in his April 7, 2021 press release: Mr. Smith breached his fiduciary duty, under corporate law, as a director of Fancamp, and Mr. Smith breached the terms and conditions of the Opinion and of the agreement between Ernst & Young and Fancamp. Under corporate law, a director has a duty to act honestly and in good faith, with a view to the best interests of the Corporation. As Mr. Smith has once again breached his duties to Fancamp, the Corporation will notify regulators and will keep them informed of further potential misconduct by Mr. Smith. As the Corporation continues to investigate and examine the conduct of Mr. Smith, 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 and claim from Mr. Smith all damages incurred by the Corporation as a result of such misconduct. The Corporation...