Champion Announces Final Closing of Prospectus Offering
Not for distribution to U.S. news wire services or dissemination in the United States
CHAMPION ANNOUNCES FINAL CLOSING OF PROSPECTUS OFFERING
Montréal (Québec), Canada , September 29, 2017: Champion Iron Limited (ASX: CIA) (TSX: CIA)
(the “Corporation”, or “ Champion”) announces that it has closed the balance of i ts previously
announced public offering (the “ Offering”) of subscription receipts (the “Subscription Receipts ”),
pursuant to which 8,027,508 additional Subscription Receipts were issued at a price of $0.90 per
Subscription Receipt (the “Offering Price”) for additional gross proceeds of $7,224,757.20.
Together with the partial closing of the Offering which was completed on September 25, 2017, the
Corporation has issued 21,033,508 Subscription Receipts for aggregate gross proceeds of
$18,930,157.20.
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. (collectively, the “Dealers”).
The Subscription Receipts will begin trading on the Toronto Stock Exchange under the symbol “CIA.R”
on September 29, 2017.
As previously announced on July 12, 2017, August 1, 2017, August 28, 2017, September 7, 2017 and
September 25, 2017 , Québec Iron Ore Inc. (“ QIO”), a subsidiary of the Corporation, has received
conditional commitments of US$180 million (the “QIO Debt Financing ”) to partially fund the costs of
resuming the operations of the Bloom Lake Iron Ore Mine (“Bloom Lake”). 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
Québec 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 US$25 mil lion
(approximately $31 million) principal amount of subordinated unsecured mandatory convertible
debenture (the “Debenture”) to Glencore International AG, as well as the net proceeds of the Offering
to make such capital contribution to QIO, further to whi ch 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 (the “Escrow Release 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 pr ecedent 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 Québec
Inc., 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 conditio ns have not been
satisfied or waived by October 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 4,444,444 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 (“MI 61-101”). 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% 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 theOffering as the details of the participation of related parties had not been
confirmed at that time.
No securities regulatory authority has either approved or disapproved the contents of this press release.
This news release does not constitute an offer t o sell or a solicitation of an offer to buy any of the
securities in the United States. Champion’s securities have not been and will not be registered under
the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities
laws and may not be offered or sold within the United States unless registered under the U.S. Securities
Act and applicable state securities laws or an exemption from such registration is available.
About Champion
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 Québec. Following the acquisition
of its flagship asset, the Bloom Lake iron ore proper ty, the Co rporation’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.
Champion’s management team includes professionals with mine development and operations expertise
who also have vast experience from geotechnical work to green field development, brown field
management including logistics development and financing of all stages in the mining industry.
For further information please contact:
Michael O’Keeffe, Executive Chairman and CEO at Tel. +1 514-316-4858
David Cataford, COO at Tel. +1 514-316-4858
For additional information on Champion Iron Limited, please visit our website at
www.championiron.com
Forward-Looking information
This news release includes certain information that may constitute "forward-looking information" under
applicable Canadian se curities legislation. All statements, other than statements of historical facts,
included in this news release that address the sale of the Debenture, the satisfaction of the escrow
release conditions, the use of proceeds , the expected restart date of Bloom Lake as well as future
activities, events, developments or financial performance constitute forward -looking information. The
definitive documentation for each of the sale of the Debenture andthe QIO Debt Financing has not been
finalized, and the terms may be subject to changes, and may differ from the summary terms disclosed
in this press release. The use of any of the words "will", "expect", “anticipate”, “intend”, "believe", "plan",
"potential", “outlook”, “forecast”, “estimate” and similar expressions are intended to identify forward -
looking information. 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
final short form prospectus relating to the Offering, annual information form, management’s discussion
and analysis and other securities regulatory filings made by Champion on SEDAR (including under the
heading "Risk Factors" therein). There can be no assurance that such information will pr ove 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.