Concerned Shareholders Respond to Inaccurate Statements Made by Fancamp Exploration Ltd.

• Concerned Shareholders differentiate fact from fiction with respect to Fancamp Exploration Ltd. press release dated March 18, 2021
• Concerned Shareholders question Fancamp's disparaging remarks made about Dr. Peter H. Smith's corporate behaviour, technical record and personal character
• Concerned Shareholders demand that Fancamp stop stonewalling and call the long overdue AGM immediately and obtain shareholder approval for the ScoZinc Transaction at the AGM
• Concerned Shareholders wish to thank shareholders who have contacted us to provide continued support

Montreal, Quebec--(Newsfile Corp. - March 24, 2021) - Incumbent director of Fancamp, Dr. Peter H. Smith, who, together with joint actors, holds directly and indirectly an aggregate of 15,854,097 shares, representing approximately 9.55% of the Company's issued and outstanding common shares of Fancamp Exploration Ltd. ("Fancamp" or the "Company") (the "Concerned Shareholders"), regards the Company's press release dated March 18, 2021 as an attempt to misdirect the true owners of Fancamp from focusing on the events that are occurring here and now. Fancamp's press release does nothing more than propagate falsehoods and tries to twist the narrative in favour the entrenched board and management to justify their actions in a manner which is disengenuious, misleading and insulting to Fancamp shareholders. 

The Concerned Shareholders wish to address a few statements made by Fancamp to provide examples of Fancamp's unwillingness to accurately state the facts, poor governance, and lack of transparency.

False/misleading statement #1: "Mr Smith has a self-serving agenda to take over the Company and destroy shareholder value. The unnecessary and expensive proxy fight he is forcing on the Company is simply about advancing his own agenda that would enable him to install a Board of handpicked friends and associates, and to continue treating Fancamp's finances as his own."

The Concerned Shareholders, in particular Dr. Peter H. Smith does not have a self-serving agenda to take over the Company and destroy shareholder value. Dr. Smith and the Concerned Shareholders want what is right for all shareholders of Fancamp which is: (1) to have the ability to determine who should be the stewards of the Company for the next twelve month period and (2) to allow the true owners of Fancamp to have a say on a transaction that is not arms-length and is highly dilutive. The Concerned Shareholders have lost faith in the incumbent board members and management due to their poor governance track record and is tired of watching them act in the best interests of themselves. 

Interestingly, at the March 4, 2020 webinar interim CEO, Mr. Sharma stated that the share price "has suffered a set back because of the acts and activities of Activist Shareholders". The logic of this statement is dubious and intentionally misleading. Many shareholders other than the Concerned Shareholders are dissatisfied and have become vocal precisely because the entrenched board and management consistently refuse to set a date for the long overdue 2020 annual general meeting ("AGM"), while hiding behind the guise that a delay is justified due to the COVID-19 pandemic. Interestingly, ScoZinc is holding their meeting to approve the transaction on April 12, 2021. The Concerned Shareholders wonder how is it that ScoZinc can hold their meeting and Fancamp cannot, or should we say, WILL NOT. Mr. Sharma's words are especially provocative considering that the Concerned Shareholders and other dissatisfied shareholders own a significant percentage of Company shares that have been largely purchased in the open market. In contrast, the incumbent directors and management hold in aggregate only 1.9 million shares or 1.2% of Fancamp's basic share capital. 

False/misleading statement #2:  The Activists falsely assert that Messrs. Mark Haywood (President and CEO of ScoZinc) and Chris Hopkins (director at ScoZinc) will control the Board once the Transaction closes. As stated in the Transaction agreement available on SEDAR, Messrs. Haywood and Hopkins "shall be duly recommended for election by the Fancamp Board of Directors at Fancamp's next Annual General Meeting."

This statement is very inaccurate. The Concerned Shareholders have stated that it is very clear that due to the dilution that will result from the proposed transaction, and what has been disclosed in the Fancamp's February 18, 2021 press release where they state that Mr. Haywood and Mr Hopkins will join the board of Fancamp, that the Company's board following the completion of the ScoZinc transaction will not be comprised of independent directors, but of directors that are interlocked. Furthermore, as a result of the Fancamp shares these incoming directors are due to receive under the transaction, the newly constituted board will be in a position to do whatever they wish to do with the Company as they will have sufficient shares (that were not purchased on the open market) to win a shareholder vote to achieve any goal they deem desirable, regardless of whether it is desirable for Fancamp's current, pre-transaction, investor base. Notably as well, the Company ignores, in its March 18, 2021 news release the statement, in its February 18, 2021 news release that Mr. Haywood and Simon Candrea will be invited to join management on closing of the Transaction.

False/misleading statement #3: Fancamp is Eager to Hold its AGM; ScoZinc Shareholders to Vote on Transaction April 12, 2021. As indicated in a press release on March 10, 2021, despite the ongoing impacts of the COVID-19 pandemic and certain associated limitations, the Corporation is eager to move forward with its annual general meeting ("AGM") in a timely fashion. Consistent with the extension provided by the B.C. Registries and Online Services, the Corporation intends to hold its AGM by June 30, 2021 and looks forward to starting a new, value-creating chapter in the Corporation's history. While the Activists have demanded that the Corporation incur additional expenses by conducting an unnecessary shareholder vote on the Transaction or hold its AGM prior to completing the Transaction, under applicable securities legislation, the Transaction is an arm's length transaction.…

The March 18th press release falsely claims that activist shareholders "have demanded that the Corporation incur additional expenses by conducting an unnecessary shareholder vote on the Transaction or hold its AGM prior to completing the Transaction". Many shareholders have been demanding an AGM ever since the Company announced that it had received an extension from the B.C. Registries and Online Services of the time within which it is required to hold its AGM for the year 2020 (Fancamp Press Release November 20, 2020). This extension, which Dr. Smith neither knew about nor approved of, was obtained under the false pretext of "… the health implications and constraints associated with the COVID-19 pandemic". The November 20th press release also stated, "The Corporation expects to hold its AGM during the first quarter of 2021." This has not happened. Holding a timely AGM to which shareholders are legally entitled to is not an additional expense; whereas a requisition to hold a special meeting, as the entrenched directors and management condescendingly suggest is an option to shareholders, is in fact an additional expense especially when matters therein can and should be settled at an AGM held in the timely normal course of business. It has been almost 17 months since the last AGM. The current Board does not have a mandate to approve the highly dilutive, non arms-length ScoZinc transaction or any other transaction that involves an excessive equity issue without shareholder approval. The Concerned Shareholders wish to highlight to shareholders that Mr. Mehra is a director and insider of ScoZinc and Mr. Billings was a director of ScoZinc at the time negotiations occurred with respect to the transaction. There is no doubt that this is not an "arm's length transaction" as asserted by Fancamp.

Furthermore, the costs associated with holding an AGM within the time periods prescribed under applicable corporate law are an obligation that the Company already shoulders. Dr. Smith and the Concerned Shareholders are not demanding anything that the Company is not already obligated to do. Instead, what Fancamp is concerned about is the costs associated with a proxy fight in connection with an AGM, in which the incumbent board may risk losing their board positions. However what Fancamp is counting on is that as a result of the dilutive nature of the proposed ScoZinc transaction, if the AGM is held after the transaction closes, current shareholders may not hold a sufficient percentage of the then outstanding shares to effectively vote the newly entrenched board out. What Fancamp is counting on is that, if they are able to close the ScoZinc transaction prior to calling an AGM, Fancamp will not be burdened with a proxy fight, and the additional costs associated therewith. By delaying the AGM, Fancamp can both ensure that the dilutive, non-arm's length ScoZinc transaction, that shareholders should be given the right to vote on will occur and also to entrench their own board positions. 

False/misleading statement #4: Mr. Smith's Business Judgment Cannot Be Trusted; His Interests are Not Shareholder Interests. Mr. Smith was asked to step down as President and CEO in response to several actions he undertook, which were not in the best interest of Fancamp or its shareholders; rather, they were self-serving. He repeatedly disregarded the Board's guidance on several issues of importance….

Dr. Smith stands by his record. He co-founded the Company in 1986 and acted as its CEO from that time until he was forced to step down from that position in August 2020. During that period, hundreds perhaps thousands of other junior mineral exploration companies have come and gone. Remarkably, after almost 35 years as a publicly traded company, Fancamp has only 166.0 million shares issued and outstanding and has gone through only one consolidation. With Dr. Smith at the helm, the Company made numerous timely acquisitions, generated several significant discoveries and completed some lucrative transactions. Most notably, it was Dr. Smith's early iron-ore acquisitions in the Fermont area of Quebec and subsequent agreements with Champion Iron Ltd. ("Champion") that resulted in the acquisition of the large number of Champion shares that underlie the Company's current strong balance sheet and that have for years funded exploration and administration activities of the Company with little or no dilution to shareholders. In contrast, the entrenched board and management intends to issue 84.5 million shares and significantly dilute Fancamp shareholders. Dr. Smith and his team have spent and would continue to spend money on tangible geophysical surveys, drilling projects and assay results. What is interesting is that no where in their March 18, 2021 press release do they acknowledge all the good Dr. Smith has done for Fancamp and their shareholders. We note that the Company also stated in its August 13, 2020 news release that Dr. Smith had resigned due to "person reasons" but would remain as both a consultant and a director. If the Company was so concerned about Dr. Smith's actions, why would it retain Dr. Smith as a consultant?

The statement that Dr. Smith committed exploration expenditures and negotiated with third parties, recklessly, sold Champion shares and incurred excessive, value-destroying expenses without the knowledge and approval of the Board is unjustified. If these accusations were true, then directors Mr. Billings, Mr. Mehra, and Mr. Ankcorn, all of whom have been in their position for more than five years, would equally culpable as directors of the Company, who have an obligation to oversee the actions of management. Dr. Smith's actions have always been in the interest of the Company and its shareholders.

Despite the absence of value creation by the entrenched board and management since Dr. Smith's departure, it was announced in the Fancamp press release dated March 15, 2021, that the board has granted two million stock options to certain directors and officers and consultants and excluded Dr. Smith (who is still a board member). These stock options were granted under Fancamp's rolling stock option plan which must be approved each year by the shareholders at the Company's AGM, which the Company has refused to hold. 

Fancamp also stated that the Board has reached out to Dr. Smith to address his grievances within the forum of a Board meeting and each time Dr. Smith has declined to engage in any meaningful dialogue. In response to these requests, Dr. Smith has repeatedly stated that shareholders should be able to vote on the ScoZinc transaction. In response, Dr. Smith has been met with threats rather than a meaningful dialogue as to how to address shareholders' rights. 

False/misleading statement #5: Favourable Fairness Opinion Received. Shareholders should be aware Fancamp was not required to obtain a fairness opinion - but in an abundance of caution, out of a commitment to good governance and a focus on shareholder value - the Corporation chose to do so with Ernst & Young LLP, a leading and independent financial advisor. The financial advisor opined that the consideration to be paid in connection with the Transaction is fair. 

The Concerned Shareholders question the validity of that statement. It seems that the entrenched board and management feel that they can say that they received a Fairness Opinion and throw out the names of Ernst & Young LLP and believe that they should receive immediate credibility but they fail to disclose any details about the opinion other than a conclusory statement. If the incumbent board and management, feel so strongly about the results of the Fairness Opinion then why not make it public for all shareholders of Fancamp to review and come to their own conclusion? In keeping with good corporate governance, Fancamp must share the results with the public shareholders and earn shareholder trust. 

The most transparent way to mitigate the issues existing with respect to the ScoZinc transaction is to hold a shareholder vote based on an information circular with the required disclosure including any technical reviews, fairness opinions and discussion regarding related party issues.

The Concerned Shareholders also wish to thank the other shareholders of Fancamp that have emailed, issued press releases and contacted our toll-free number to express their support, provide insight of and colour of their interactions with Mr. Mehra and Mr. Billings. The support has been overwhelming and validates why it is important to speak out about the manner in which the board and management of Fancamp are behaving and trying to eliminate shareholder democracy to fulfill their own self interests.

Advisors

The Concerned Shareholders have retained Gryphon Advisors Inc. as its strategic shareholder services advisor. Farris LLP is acting as legal counsel to Dr. Smith.

For more information regarding the Concerned Shareholders' position please contact:
Gryphon Advisors Inc.
Tel: 1-833-461-3651
Email: inquiries@gryphonadvisors.ca

Information in Support of Public Broadcast Solicitation

The information contained in this press release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable securities laws. Although the Concerned Shareholders have approached several nominees for election to the Company's board of directors at the company's next general meeting of shareholders, there is currently no record or meeting date set and shareholders are not being asked at this time to execute a proxy in favour of any matter. In connection with the meeting, the Concerned Shareholders may file a dissident information circular in due course in compliance with applicable securities laws.

The information contained herein, and any solicitation made by the Concerned Shareholders in advance of any general meeting of shareholders, or will be, as applicable, made by the Concerned Shareholders and not by or on behalf of the management of Fancamp. All costs incurred for any solicitation will be borne by the Concerned Shareholders, provided that, subject to applicable law, the Concerned Shareholders may seek reimbursement from Fancamp of the Concerned Shareholders' out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful reconstitution of the Company's board of directors. The Concerned Shareholders are not soliciting proxies in connection with a general meeting of shareholders of the Company at this time.

The Concerned Shareholders may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on behalf of the Concerned Shareholders. Any proxies solicited by or on behalf of the Concerned Shareholders, including by any other agent retained by the Concerned Shareholders, may be solicited pursuant to a dissident information circular or by way of public broadcast, including through press releases, speeches, or publications and by any other manner permitted under Canadian corporate and securities laws. Any such proxies may be revoked by instrument in writing executed by a shareholder or by his or her attorney authorized in writing or, if the shareholder is a body corporate, by an officer or attorney thereof duly authorized or by any other manner permitted by law.

The registered address of Fancamp is located at 3200 - 650 West Georgia Street, Vancouver, BC, V6B 4P7. The mailing and head office address of Fancamp is 7290 Gray Avenue, Burnaby, British Columbia V5J 3Z2. A copy of this press release may be obtained on Fancamp's SEDAR profile at www.sedar.com.