Champion Iron closes $7.22M final tranche of offering

2017-09-29 16:09 ET - News Release

Mr. Michael O'Keeffe reports

CHAMPION ANNOUNCES FINAL CLOSING OF PROSPECTUS OFFERING

Champion Iron Limited has closed the balance of its previously announced public offering of subscription receipts, pursuant to which 8,027,508 additional subscription receipts were issued at a price of 90 cents per subscription receipt for additional gross proceeds of $7,224,757.

Together with the partial closing of the offering which was completed on Sept. 25, 2017, the corporation has issued 21,033,508 subscription receipts for aggregate gross proceeds of $18,930,157.

The offering was conducted through a syndicate of dealers led by RBC Capital Markets, as sole bookrunner, and Sprott Capital Partners, as co-lead dealer, that includes BMO Capital Markets, National Bank Financial Inc., Scotia Capital Inc., Desjardins Capital Markets and Macquarie Capital Markets Canada Ltd.

The subscription receipts will begin trading on the Toronto Stock Exchange under the symbol CIA.R on Sept. 29, 2017.

As previously announced on July 12, 2017, Aug. 1, 2017, Aug. 28, 2017, Sept. 7, 2017, and Sept. 25, 2017, Quebec Iron Ore Inc., a subsidiary of the corporation, has received conditional commitments of $180-million (U.S.) to partially fund the costs of resuming the operations of the Bloom Lake Iron Ore mine. One of the conditions of the QIO debt financing requires the corporation and QIO to secure all financing requirements for the Bloom Lake restart. In connection therewith, QIO's equity shareholders, namely Champion and Ressources Quebec Inc. are required to contribute financially to support the resumption of operations at Bloom Lake by making capital contributions to QIO of approximately $44.8-million and $26.2-million, respectively. The corporation intends to use the proceeds from the non-brokered sale of $25-million (U.S.) principal amount of subordinated unsecured mandatory convertible debenture to Glencore International AG, as well as the net proceeds of the offering to make such capital contribution to QIO, further to which any remaining amount received from the offering and the sale of the debenture would be used for general corporate purposes.

The net proceeds of the total offering will be held in escrow and, upon the satisfaction or waiver of certain conditions, being (a) the execution of definitive documentation in connection with the QIO debt financing and the satisfaction or waiver of all conditions precedent to the availability of the funds thereunder (other than such conditions precedent which, by their nature, are to be satisfied upon closing of the QIO debt financing or upon satisfaction or waiver of the escrow release conditions); and (b) the funding of the capital contribution of Ressources Quebec, the net proceeds will be released to the corporation and holders of the subscription receipts will be entitled to receive, without payment of additional consideration or taking of further action, one ordinary share of Champion for each subscription receipt held. If these conditions have not been satisfied or waived by Oct. 16, 2017, or if any of the parties to the QIO debt financing decides not to proceed with the QIO debt financing, then the subscription receipts shall be automatically cancelled and the escrow agent shall remit to holders of the subscription receipts an amount equal to the original purchase price plus accrued interest.

A related party of the corporation participated in the offering and purchased 4.44 million subscription receipts. Participation of such related party in the offering constitutes a related party transaction as defined under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The offering is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of securities being issued to such related party nor the consideration being paid by such related party exceeds 25 per cent of the corporation's market capitalization. None of the corporation's directors has expressed any contrary views or disagreements with respect to the foregoing. The corporation did not file a material change report 21 days prior to the closing of the offering as the details of the participation of related parties had not been confirmed at that time.

About Champion Iron Ltd.

Champion is an iron development and exploration company, focused on developing its significant iron resources in the south end of the Labrador Trough in the province of Quebec. Following the acquisition of its flagship asset, the Bloom Lake iron ore property, the corporation's main focus is to implement upgrades to the mine and processing infrastructure it now owns while also advancing projects associated with improving access to global iron markets, including rail and port infrastructure initiatives with government and other key industry and community stakeholders.

We seek Safe Harbor.

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