Fancamp Exploration

Eudai makes some very good points...

Whatever one's opinion of Dr. Smith's business savvy (or lack thereof) may be, one cannot deny that he was intelligent enough to outwit us all, in that he effectively ensured that he would remain in control of the company, or otherwise take it down with him. Several years ago he created a golden parachute for himself which effectively has acted as a poison pill if you will, to deter any future attempts at dethroning him (I am uncertain whether this was his idea, or whether it is common practice in the business world (specifically TSX-V companies), but one must at least give him some credit if he otherwise deferred (for once) to the advice of another.

His termination clause if effected, mandates that he receive a $500,000 termination fee (and another $250,000 for Debra Chapman), hardly a pittance for a TSX-V company that has dwindling financial resources and no ongoing active source of income (other than selling into a very depressed market, existing shares (at hugely depressed prices) of other companies (i.e. Argex) . As the companies MCAP has been decimated, to entertain a change of control would effectively bankrupt the company. If theoretically Dr Smith agreed to take shares of the company (in lieu of the $500,000) which I might add is not a stated option in the agreement as far as I am aware, at today’s current share price that would amount to 25million shares (to him) and another 12.5 million shares to Ms. Chapman- ; thus effectively providing the two of them combined ~25% of the company’s OS (and effectively diluting all of our shares by that amount)…

All of this to say that we plebs have essentially been forced to swallow this bitter pill of perceived mismanagement…in this case, staying in a bad marriage has been the perceived best option for many here , as compared to the alternatives (i.e. another costly takeover battle rife with crushing legal fees, selling our perhaps 1 million+ shares at $0.01 ( a 50% haircut from the present hugely decimated share price) or awaiting a white knight to invest in the Magpie/Process who would hopefully take a 40% or less of our meagre sized pie that currently remains (from a company that once had a market cap of ~$50,000,000 from my recollection). So yes many of us have been complacent (myself included), but what have been the alternatives? Whom amongst us has proposed an alternative viable solution to move the company (more importantly the shareholder value) forward?

There may be some hope however…others might be able to investigate and expound on my thoughts…please do so and share if you are able. THE CONSULTING AGREEMENT was a FIVE YEAR AGREEMENT….and this is the important part….EFFECTIVE January 24th, 2011!!!

By my arithmetic it expired as of TWO WEEKS ago!!...Unlesss it has been re-ratified…

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Termination and Change of Control Benefits Peter H. Smith, Chairman of the Board, President and CEO Mr. Smith entered into a five year consulting agreement with the Company in connection with his position as President of the Company effective January 24, 2011. Under the terms of the consulting agreement Mr. Smith is entitled to receive annual consulting fees of $72,000 plus geological consulting services fees. The agreement provides for a severance payment of $500,000, plus the greater of: (i) two (2) years’ compensation and (ii) the total amount which remains to be paid under the agreement, which must be demoted or otherwise constructively dismissed or removed as a director. paid if there is a “Change of Control” as defined below or if the consultant is terminated, demoted or otherwise constructively dismissed or removed as a director.

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