The Agreement enables Lamelee to have stability within the board of directors and management to foster a relationship of trust between Fancamp and Lamelee. Fancamp believes that the Agreement will permit Lamelee to implement its long-term business plan. Fancamp supports the implementation of the Lamelee 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 Lamelee, the Agreement provides for limitations in respect of the transfer and voting of Lamelee shares as well as the right for Fancamp to nominate a representative to the Lamelee 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 Lamelee for a period of five years, without obtaining the prior written consent of Lamelee, after which time transfers will be permitted subject to certain restrictions.
Subject to termination events such as a change of control, a take-over bid or a change in the majority of the Lamelee directors in favour of directors not supported by the current Lamelee management, Fancamp will be limited from voting in certain circumstances, including not voting against the election of directors proposed by the then incumbent Lamelee board of directors.
Fancamp will be entitled to nominate one person to the board of directors of Lamelee so long as Fancamp holds at least 10% of the issued and outstanding Lamelee shares.
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 Lamelee, assisting in a change of control of Fancamp and soliciting proxies from shareholders of Lamelee 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.
FOR FURTHER INFORMATION PLEASE CONTACT:
Fancamp Exploration Ltd. Peter H. SmithPresident, CEO and Chairman +1 514 481 3172 firstname.lastname@example.org Fancamp Exploration Ltd. Michael D'AmicoInvestor Relations +1 647 500 6023 email@example.com Source: Fancamp Exploration Ltd.