Champion Announces Amendments to Exchangeable Share Provisions for Plan of Arrangement
March 10, 2014
TORONTO, ONTARIO–(Marketwired – March 10, 2014) – Champion Iron Limited (TSX:CHM)(FRANKFURT:P02) (“Champion” or the “Company“) wishes to announce certain share amendments and provide an update on certain disclosure contained in its management proxy circular dated February 10, 2014 (the “Circular“) relating to the special meeting of Champion securityholders to be held on March 27, 2014 (the “Special Meeting“). As previously announced, at the Meeting Champion securityholders will be asked to consider and, if thought fit, approve a special resolution relating to the proposed plan of arrangement (the “Arrangement“) involving the Company, Mamba Minerals Limited (“Mamba“) and Champion Exchange Limited (“Canco“), a wholly owned Canadian subsidiary of Mamba.
As disclosed in the Circular, certain eligible Champion shareholders may elect to receive exchangeable shares of Canco (“Exchangeable Shares“) as consideration for their Champion common shares, in order to defer all or part of the Canadian income tax on any capital gain that would otherwise arise on an exchange of their Champion common shares for Mamba ordinary shares under the Arrangement. The Australian Securities Exchange (“ASX“) has subsequently advised the Company and Mamba that the share provisions relating to the Exchangeable Shares must contain certain transfer restrictions which would result in the exchangeable shares being non-transferable except in certain limited circumstances. The following restriction will be included in the share provisions for the Exchangeable Shares in order to comply with the ASX requirement:
“The Exchangeable Shares may not be sold, transferred, assigned or otherwise disposed of to any person by a holder, except (i) to Mamba or to any Mamba Affiliate, or (ii) as is required under these Articles of the Corporation, including for greater certainty in order to give effect to a retraction or redemption hereunder, or (iii) as may be required under the Voting and Exchange Trust Agreement or Support Agreement, or (iv) to any person (other than an individual) that is controlled by the holder.”
Any disclosure in the Circular regarding the disposition or deemed disposition of Exchangeable Shares by a Champion shareholder, other than on the redemption, retraction or exchange of the Exchangeable Shares with Mamba, which is inconsistent with this transfer restriction will no longer be applicable and is superseded in its entirety by the disclosure in this press release, including the last paragraph on page 64 of the Circular which discussed certain Canadian income tax consequences from a disposition of an Exchangeable Share and which is no longer applicable.
The Company is making this announcement and mailing this press release today to all shareholders as of the record date of January 28, 2014 in compliance with the Interim Order of the Ontario Superior Court of Justice that was made on February 7, 2014.
The Arrangement is expected to close on March 31, 2014, shortly after receipt of all securityholder and court approvals. The Exchangeable Shares will not be listed on any stock exchange.
About Champion Iron Limited
Champion is an iron exploration and development company with offices in Montreal and Toronto, and is focused on developing its significant iron resources in the Labrador Trough in the province of Québec. Champion holds a 100% interest in the Fermont Iron Holdings, including its flagship Consolidated Fire Lake North Project, that is located in Canada’s major iron ore producing district, in close proximity to producing iron mines, existing transportation and power infrastructure.
Consolidated Fire Lake North is located immediately north of Arcelor Mittal’s operating Fire Lake Mine and 60 km south of Cliffs Natural Resources Inc.’s Bloom Lake Mine in northeastern Québec. Champion’s management and advisory board includes mining and exploration professionals with the mine development and operations experience to build, commission and operate the future Consolidated Fire Lake North mine.
The entity resulting from the Arrangement will be a new mining company to be named “Champion Iron Limited” with cash reserves in excess of $20 million, sufficient to complete the Feasibility Study for the Consolidated Fire Lake North Project, The business combination with Mamba will bring a proven team, led by Michael O’Keeffe, with significant experience and expertise in developing bulk commodity projects and iron ore projects, comprising former executives of Riversdale Mining Limited, the Roy Hill Iron Project and Fortescue Metals Group.
This news release includes certain information that may constitute “forward-looking information” under applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements about planned operations at the Company’s projects, including its joint venture projects. Forward-looking information is necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information, including the risks identified in Champion’s annual information forms, management discussion and analysis and other securities regulatory filings by Champion on SEDAR (including under the heading “Risk Factors” therein) and the risk that the Arrangement may not be completed or, if the Arrangement is completed, uncertainties regarding the combination of Champion and Mamba and the ability to realize growth opportunities. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking information. Accordingly, readers should not place undue reliance on forward-looking information. All of Champion’s forward-looking information contained in this press release is given as of the date hereof and is based upon the opinions and estimates of Champion’s management and information available to management as at the date hereof. Champion disclaims any intention or obligation to update or revise any of its forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
This press release has been prepared by Champion Iron Limited and no regulatory authority has approved or disapproved the information contained herein.
Champion Iron Limited
Thomas G. Larsen, President and CEO
Champion Iron Limited
Jorge Estepa, Vice-President
(416) 361-1333 (FAX)