Champion Announces Partial Closing of Prospectus Offering
Not for distribution to U.S. news wire services or dissemination in the United States
CHAMPION ANNOUNCES PARTIAL CLOSING OF PROSPECTUS OFFERING
Montréal (Québec), Canada, September 25, 2017 : Champion Iron Limited (ASX: CIA) (TSX: CIA)
(the “Corporation”, or “Champion”) announces that it has closed a portion of its previously announced
public offering (the “ Offering”) of subscription receipts (the “ Subscription Receipts ”).
13,006,000 Subscription Receipts were issued at a price of $0.90 per Subscription Receipt
(the “Offering Price ”) for aggregate gross proceeds of $11,705,400. It is anticipated that the
Corporation will complete the balance of the Offering for aggregate gross proceeds of up to $20 million
on or around September 28, 2017.
In the event aggregate gross proceeds of at least $15 million have not been received on September 29,
2017 or such other date as the Corporation and the Dealers (as defined below) may agree upon, but in
any event not later than October 16, 2017, each S ubscription Receipt will be automatically cancelled
without any further action. Holders of the Subscript ion Receipts will be entitled to receive a repayment
of an amount equal to the Offering Price multiplied by the number of Subscription Receipts held by such
holder.
The Offering is being 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”).
It is expected that the Subscription Receipts wi ll begin trading on the Toronto Stock Exchange under
the symbol “CIA.R” upon closing of the balance of the Offering.
As previously announced on July 12, 2017, August 1, 2017, August 28, 2017 and September 7, 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
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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-broker ed sale of US$25 million (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 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 (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 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 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 conditions 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.
No securities regulatory authority has either approved or disapproved the contents of this press release.
This news release does not constitute an offer to 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 co mpany, 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 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.
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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 securities legislation. All statements, other than statements of historical facts,
included in this news release that address the completion of the balance of the Offering, the sale of the
Debenture, the satisfaction of the escrow release conditions, the use of proceeds, the quotation of the
Underlying Shares on the Australian Securities Exchange, 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 and the 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 securi ties regulatory filings made by Champion on
SEDAR (including under the heading "Risk Factors" therein). 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.