Fancamp Enters Into Rights Agreement Governing Certain Investor Rights and Obligations With Lamelee Iron Ore Ltd.
May 05 2014 - 5:16PM
Marketwired
Fancamp Enters Into Rights Agreement Governing Certain Investor
Rights and Obligations With Lamelee Iron Ore Ltd.
VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 5, 2014) -
Fancamp Exploration Ltd. ("Fancamp" or the "Company") (TSX:FNC) is
pleased to announce that it has entered into a rights agreement
governing certain investor rights and obligations with Lamêlée Iron
Ore Ltd. ("Lamêlée") on May 5, 2014 (the "Agreement"). This
Agreement is designed to facilitate the long-term success for both
Lamêlée and Fancamp with a view to maximize shareholder value.
The Agreement enables Lamêlée to have stability within the board
of directors and management to foster a relationship of trust
between Fancamp and Lamêlée. Fancamp believes that the Agreement
will permit Lamêlée to implement its long-term business plan.
Fancamp supports the implementation of the Lamêlée business plan,
which is aimed at bringing its project to the production stage as
quickly and efficiently as possible.
In order to better provide full stewardship to Lamêlée, the
Agreement provides for limitations in respect of the transfer and
voting of Lamêlée shares as well as the right for Fancamp to
nominate a representative to the Lamêlée board of directors and
other standstill obligations.
Transfer by
Fancamp
More specifically under the Agreement, Fancamp will be
restricted from selling and/or transferring its shareholdings of
Lamêlée for a period of five years, without obtaining the prior
written consent of Lamêlée, after which time transfers will be
permitted subject to certain restrictions.
Voting
Restrictions
Subject to termination events such as a change of control, a
take-over bid or a change in the majority of the Lamelée directors
in favour of directors not supported by the current Lamêlée
management, Fancamp will be limited from voting in certain
circumstances, including not voting against the election of
directors proposed by the then incumbent Lamêlée board of
directors.
Nomination
Rights
Fancamp will be entitled to nominate one person to the board of
directors of Lamêlée so long as Fancamp holds at least 10% of the
issued and outstanding Lamêlée shares.
Standstill
Subject to termination events, including those indicated above,
Fancamp will be restricted from committing to tender or act in
concert with an offeror in a take-over bid of any securities of
Lamêlée, assisting in a change of control of Fancamp and soliciting
proxies from shareholders of Lamêlée or attempting to influence the
voting of such shareholders.
The entering into this Agreement with a related party is exempt
from the formal valuation and shareholder approval requirements
provided under Regulation 61-101 respecting Protection of
Minority Holders in Special Transactions ("Regulation 61-101")
in accordance with the terms of said Regulation 61-101.
A copy of the Agreement will be filed with Fancamp's documents
on the SEDAR website at www.sedar.com.
Statements made in this news release that are
"forward-looking statements" are not historical facts. Readers
are cautioned that any such statements are not guarantees of future
performance, and that actual developments or results may vary
materially from those stated herein.
About Fancamp Exploration Ltd
(www.fancampexplorationltd.ca)
Fancamp Exploration Ltd. is a Canadian junior mineral
exploration company that continues to evolve into a holder of
shares in partner companies and royalties on near-term producing
mines. These assets are designed to generate free cash flow without
further shareholder dilution. Fancamp has an exceptional inventory
of resource projects at various stages of development covering more
than 1,710 km2 in three provinces. The commodities include
hematite-magnetite iron formations, titaniferous magnetite,
hematite, nickel/copper/PGM, chromite, Volcanogenic Massive
Sulphides and gold.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this news release.
Fancamp Exploration Ltd.Peter H. SmithPresident, CEO and
Chairman+1 514 481 3172phsmith@outlook.comFancamp Exploration
Ltd.Michael D'AmicoInvestor Relations+1 647 500
6023michaeldamico@rogers.comwww.fancampexplorationltd.ca
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