“straw man “:

“an intentionally misrepresented proposition that is set up because it is easier to defeat than an opponent's real argument”

Rather than employing the above, I will attempt to take a “steel man” approach to my argumentative points. “Put simply, it’s building the best form of the other side’s argument and then engaging with it. It’s being charitable and patching up the weaknesses in the other side’s proposition so that (s)he can bring the best counter-argument to your point of view.”  (https://constantrenewal.com/steel-man/ )

Taking this approach is fairer to both parties involved as it effectively also serves to ensure that one’s own argument is as strong as possible, and thus serves the higher purpose of seeking the truth and finding a middle if not common ground ,  rather than serving an ego-driven  desire of  “winning an argument”  

As I’ve posted before, I’m not a Peter Smith apologist. Most here (regardless as to whether they be supportive of the ScoZinc proposal or not) have voiced through the years , similar sentiment as in today’s  (March 18th, 2021) news release : “..Mr. Smith’s past approach where no coherent strategy was presented and involved jumping from one property to another, resulting in endless staking exercises…” Indeed, as a longstanding shareholder (since 2008) I have felt similar and have expressed this on several stock forums:

“…FNC has many irons in the fire with regards to grassroots exploration, but sometimes I wonder whether they should focus their attention more on advancing 1 or 2 projects with more drilling rather than spreading themselves thin on multiple projects and adding new properties to their already full stable of prospects...” (Dec 6th, 2019)

“Can anyone say ADD?...Hey look, something shiny over there!....the problem that I'm having is that $FNC has released 8 horses out of the stable and somehow has managed to place bets on all 8 instead of just the top three, and then somehow (hoping that no one will notice) it changes the top three bets once the horses have completed the 3rd corner of the racetrack.” (June17th,2020)

He’s a geologist. Geologists like to explore, that’s what they do, it’s in their nature. But in his role as CEO he was also meant to be wearing other hats, like it or not.  At one point his left hand should have been exercising its fiduciary duty to the company by slapping his right hand as it reached into the money jar with visions of geological sugar plums dancing in his head.

 And if he was unable to curb this impulse, the other managers and directors should have been reigning him it. As @Southpaws succinctly and correctly states “ …with the exception of Sharma, the present management and remainder of directors were either officers or directors of the corporation for more than six years. They are also meant to be held accountable for Smith's so called misguided focus and delinquencies.”

    Is the accumulation of 70+ properties (I’ve seen “90” quoted) impressive for an exploration company of any size- definitely. Is it appropriate for a TSX-V explorer with a market cap of less than $20 million? Well, that’s definitely more debatable. Buying things (properties) “on sale” is great, but at what point does it become hoarding? I would also agree that the premature disposition of $CIA shares has in fact occurred under his watch whether he was directly involved or not. Fortunately we remain in an extremely enviable position that most TSX-V explorers would drool over in terms of our current cash and cash equivalents. And the fact that three of our properties have 43-101 compliant resources is also nothing to sneeze at.  

From todays NR: “ The proxy fight that Mr. Smith, former President and Chief Executive Offer, has initiated has nothing to do with the proposed business combination with ScoZinc Mining Ltd. (the “Transaction”) or the governance practices of the Fancamp Board of Directors (the “Board”). Mr. Smith has a self-serving agenda to take over the Corporation and destroy shareholder value...”. This is conjecture. No one knows what Mr. Smith’s motivations are but he. I suspect that this statement is bit of projection on the part of those ScoZinc –takeover proponents whom as @southpaws states “are wrapping themselves so tightly around the flagpole”

Setting aside my opinion on the merits of the ScoZinc project itself, my chief opposition to this takeover remains the fact that Mr Mehra who has been a director of FNC since 2013 (8 years) has amassed all of 1million shares (0.63%) , or ~130,000 shares per year . (Whether those were bought in the open market or were options I do not know). Theses shares have a value of $86k USD.  On the other hand, he holds 10.9% of SZN shares, amounting to some $749k USD. Should the takeover proceed, his “1,338,334 SZN warrants (exercisable at $0.50 ) would confer upon him  8,030,004 FNC warrants exercisable at $0.0833.” Now, would he have been granted such a bounty of warrants (priced below the current FNC share price and hugely below the fair FNC share price (based on current cash and cash equivalent holdings), had he been employed by FNC during that period, and had those options been performance-based? The answer to that is unquestionably a resounding no. I’m all for rewarding management when it is merit-based, even if it is somewhat disproportionate to that of the retail shareholder. But to potentially already have options in the money once a  proposed takeover has occurred and way  before the success of the proposed project has proved itself, is completely self-serving.. Would Mr Mehra still be a strong proponent of the takeover if he was currently only holding 0.63% of SZN shares (his current %holding of FNC shares) and if he held no SZN warrants? Would he be agreeable to dropping his warrants altogether, or repricing them to a strike price that reflected performance=based merit (ie. A share price of FNC at least 20% above the current $0.18 value per share). And not to just pick on Mr Mehra, as the total warrants of SZM if exercised to FNC shares  will amount to over 42million additional FNC shares, to become a  bloated  300million shares.  

Regarding the merits of ScoZinc project I believe that it is of higher risk than is being espoused. I believe that it was Rick Rule who opines that he avoids the smaller projects as the permitting/development risks are just as large (or greater) than  those of larger projects , without the concomitant increased reward. I believe that we should have an AGM to elect a new slate of directors who can provide an unbiased review of the merits of the ScoZinc project, and if the answer is no and we take a $300k hit as a breakage fee then so be it. Better that than throwing $10 million into a zinc well…