02:44:22 EDT Fri 26 Apr 2024
Enter Symbol
or Name
USA
CA



Fancamp Exploration Ltd
Symbol FNC
Shares Issued 151,801,629
Close 2016-06-28 C$ 0.045
Market Cap C$ 6,831,073
Recent Sedar Documents

Fancamp regains control of Lac Lamelee South property

2016-06-29 13:49 ET - News Release

Mr. Peter Smith reports

FANCAMP EXPLORATION LTD.: RETURN OF THE LAC LAMELEE SOUTH IRON PROPERTY

Fancamp Exploration Ltd. has accepted the transfer of the 59 mining claims located in the Fermont district in Quebec known as the Lac Lamelee South iron property, acquired by Lamelee Iron Ore Ltd. (previously known as Gimus Resources Inc.) pursuant to an agreement to purchase claims dated Sept. 16, 2013, entered into between Fancamp, Lamelee and Champion Iron Mines Ltd. As part of the consideration for the transaction, Lamelee issued 43 million common shares to Fancamp. For more details on the transaction, please refer to the press releases dated Sept. 16, 2013; Oct. 10, 2013; Dec. 6, 2013; and Dec. 13, 2013; filed on Fancamp's SEDAR profile.

On Feb. 19, 2016, Fancamp, as beneficial owner of the advance royalty attached to the property, waived the payment of the advance royalty due on March 31, 2016, which has postponed Lamelee's first advance royalty payment to June 30, 2016.

Lamelee previously announced that it was not in a position to make the payment of the advance royalty on June 30, 2016, and, in such a case, will become in default under the transaction.

The terms of the transaction state that if any of the claims is to be abandoned, it shall be returned to Fancamp. Any default on the transaction will be considered abandonment of the claims, and the transaction shall be null and void and the claims will be returned to Fancamp, along with all technical data or any nature whatsoever referring to the claims.

Accordingly, in such circumstances, Lamelee will have a contractual obligation to return the claims to Fancamp on the due date and will transfer 100 per cent of its rights, title and interests in the property.

The details of the return of the property were submitted to the shareholders of Lamelee, on an advisory basis, in the management information circular of Lamelee dated Feb. 22, 2016, describing the matters to be considered at the annual and special meeting of shareholders held on March 22, 2016. The circular is available under Lamelee's SEDAR profile.

In order to support Lamelee's management initiatives to restructure the company, Fancamp has decided to voluntarily return all of its Lamelee shares for cancellation.

Based on the fact that Fancamp is an insider of Lamelee, the return of the property involves non-arm's-length parties and constitutes a related party transaction, as defined under Multilateral Instrument 61-101 -- protection of minority securityholders in special transactions. This transaction is subject to Policy 5.9 of the TSX Venture Exchange, but is exempt from the formal valuation and minority shareholder approval requirements in accordance with sections 5.5(a) and 5.7(1)(a) of MI 61-101. The exemptions are based on the fact that neither the fair market value of the transaction, nor the consideration paid by Fancamp, exceeds 25 per cent of Fancamp's market capitalization.

Fancamp has received conditional approval of the TSX-V in connection with the transaction, which is subject to receipt of regulatory approvals, including the final approval of the TSX-V.

Peter Smith, PhD, PEng, president of Fancamp, stated: "Profound changes in the iron ore markets subsequent to the original spin-out of the Lamelee South iron property rendered the new vehicle, Lamelee Iron Ore Ltd., at the end of the day, unfinanceable. The return of the property to Fancamp's 100-per-cent ownership and cancellation of the 43 million share payment is a fair and equitable solution for the company and Lamelee shareholders, who can still realize value from their original investment. In the meantime, the high-quality and centrally located Lamelee South deposit will remain in inventory, pending recovery of iron ore markets."

© 2024 Canjex Publishing Ltd. All rights reserved.