News Feed Item

Champion Obtains Interim Court Order for Plan of Arrangement With Mamba

TORONTO, ONTARIO -- (Marketwired) -- 02/07/14 -- Champion Iron Mines Limited (TSX:CHM)(FRANKFURT:P02) ("Champion" or the "Company") is pleased to announce that it has obtained an interim order from the Ontario Superior Court of Justice (Commercial List) authorizing the holding of a special meeting (the "Meeting") of the Company's shareholders ("Champion Shareholders") and optionholders ("Champion Optionholders" and together with the Champion Shareholders, the "Champion Securityholders") and matters relating to the conduct of the Meeting.

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 2401397 Ontario Inc. ("Canco"), a wholly owned Canadian subsidiary of Mamba. The Arrangement will be carried out pursuant to an arrangement agreement dated December 5, 2013 between the Company and Mamba (the "Arrangement Agreement").

Meeting materials, including a Notice of Special Meeting and Management Information Circular, are scheduled to be mailed to Champion Securityholders of record as at January 28, 2014 in advance of the Meeting in accordance with statutory requirements. Upon completion of the mailing, the materials for the Meeting will be filed by the Company and will be available under the Company's SEDAR profile at www.sedar.com.

The Meeting will be held at the offices of Norton Rose Fulbright Canada LLP, Royal Bank Plaza, South Tower, Suite 3800, 200 Bay Street, Toronto, Ontario on March 27, 2014 at 10:00 a.m. (Toronto time).

To become effective, the Arrangement will require the affirmative vote of (i) at least 66 2/3% of the votes cast at the Meeting by Champion Shareholders, (ii) at least 66 2/3% of the votes cast at the Meeting by the Champion Shareholders and Champion Optionholders voting together as a single class, and (iii) a majority of the votes cast at the Meeting by Champion Shareholders, excluding the votes cast in respect of Champion common shares held by certain interested or related parties or joint actors of Champion.

Under the Arrangement, each Champion Shareholder will be entitled to receive 0.7333333 ("Exchange Ratio") ordinary shares of Mamba ("Mamba Shares") for each Champion common share held. Certain eligible Champion Shareholders may elect to receive all or part of their consideration in the form of exchangeable shares ("Exchangeable Shares") of Canco in place of the Mamba Shares that they are entitled to pursuant to the Arrangement. The Arrangement will also provide for the issuance by Mamba of replacement stock options ("Replacement Options") to Champion Optionholders, as adjusted by the Exchange Ratio.

The business combination, once completed, will create a new iron ore company to be named "Champion Iron Limited" with a significant holding in one the world's leading iron ore regions and a team of management and directors with a track record for attracting strategic investment into major resource projects. The resulting company will continue to be listed on the Australian Stock Exchange ("ASX"). While it is expected that the common shares of Champion will be de-listed from the Toronto Stock Exchange ("TSX") as at the closing of the Arrangement, it is a condition of closing of the Arrangement that Mamba's shares be listed for trading on the TSX as of the effective date, thereby providing it access to both the North American and Australian markets.

The directors, senior officers and insiders of Champion, holding in aggregate approximately 17.85% of the fully diluted share capital of Champion, have entered into voting agreements with Mamba, pursuant to which they have agreed to vote their securities (including Champion options) in favour of the Arrangement, subject to certain exceptions.

Mamba shareholder approval will also be required in respect of various aspects of the transaction, including the issuance of Mamba securities pursuant to the Arrangement and the 1 for 10 consolidation of Mamba's performance shares. Mamba directors holding 7% of the undiluted capital of Mamba have confirmed their intention to vote in favour of the necessary shareholder resolutions to support the Arrangement. The Arrangement is also subject to receipt of other court, regulatory or exchange approvals. The Arrangement is not subject to due diligence.

The Arrangement is expected to close on March 31, 2014, shortly after receipt of all securityholder and court approvals.

About Champion Iron Mines 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 provinces of Quebec and Newfoundland & Labrador. Champion holds a 100% interest in the Fermont Iron Holdings located in Quebec.

Champion's Fermont Iron Holdings, including its flagship Consolidated Fire Lake North Project, are located in Canada's major iron ore producing district, in close proximity to five 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 Quebec. 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.

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 Mines Limited and no regulatory authority has approved or disapproved the information contained herein.

Champion Iron Mines Limited
Thomas G. Larsen
President and CEO
(416) 866-2200

Champion Iron Mines Limited
Jorge Estepa
(416) 866-2200
(416) 361-1333 (FAX)

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
@DevOpsSummit New York 2018, colocated with CloudEXPO | DXWorldEXPO New York 2018 will be held November 11-13, 2018, in New York City. From showcase success stories from early adopters and web-scale businesses, DevOps is expanding to organizations of all sizes, including the world's largest enterprises - and delivering real results.
With tough new regulations coming to Europe on data privacy in May 2018, Calligo will explain why in reality the effect is global and transforms how you consider critical data. EU GDPR fundamentally rewrites the rules for cloud, Big Data and IoT. In his session at 21st Cloud Expo, Adam Ryan, Vice President and General Manager EMEA at Calligo, examined the regulations and provided insight on how it affects technology, challenges the established rules and will usher in new levels of diligence arou...
Dion Hinchcliffe is an internationally recognized digital expert, bestselling book author, frequent keynote speaker, analyst, futurist, and transformation expert based in Washington, DC. He is currently Chief Strategy Officer at the industry-leading digital strategy and online community solutions firm, 7Summits.
"We started a Master of Science in business analytics - that's the hot topic. We serve the business community around San Francisco so we educate the working professionals and this is where they all want to be," explained Judy Lee, Associate Professor and Department Chair at Golden Gate University, in this SYS-CON.tv interview at 21st Cloud Expo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
DXWorldEXPO LLC announced today that Dez Blanchfield joined the faculty of CloudEXPO's "10-Year Anniversary Event" which will take place on November 11-13, 2018 in New York City. Dez is a strategic leader in business and digital transformation with 25 years of experience in the IT and telecommunications industries developing strategies and implementing business initiatives. He has a breadth of expertise spanning technologies such as cloud computing, big data and analytics, cognitive computing, m...
Digital Transformation and Disruption, Amazon Style - What You Can Learn. Chris Kocher is a co-founder of Grey Heron, a management and strategic marketing consulting firm. He has 25+ years in both strategic and hands-on operating experience helping executives and investors build revenues and shareholder value. He has consulted with over 130 companies on innovating with new business models, product strategies and monetization. Chris has held management positions at HP and Symantec in addition to ...
Cloud-enabled transformation has evolved from cost saving measure to business innovation strategy -- one that combines the cloud with cognitive capabilities to drive market disruption. Learn how you can achieve the insight and agility you need to gain a competitive advantage. Industry-acclaimed CTO and cloud expert, Shankar Kalyana presents. Only the most exceptional IBMers are appointed with the rare distinction of IBM Fellow, the highest technical honor in the company. Shankar has also receive...
There is a huge demand for responsive, real-time mobile and web experiences, but current architectural patterns do not easily accommodate applications that respond to events in real time. Common solutions using message queues or HTTP long-polling quickly lead to resiliency, scalability and development velocity challenges. In his session at 21st Cloud Expo, Ryland Degnan, a Senior Software Engineer on the Netflix Edge Platform team, will discuss how by leveraging a reactive stream-based protocol,...
Enterprises have taken advantage of IoT to achieve important revenue and cost advantages. What is less apparent is how incumbent enterprises operating at scale have, following success with IoT, built analytic, operations management and software development capabilities - ranging from autonomous vehicles to manageable robotics installations. They have embraced these capabilities as if they were Silicon Valley startups.
DXWorldEXPO LLC announced today that Kevin Jackson joined the faculty of CloudEXPO's "10-Year Anniversary Event" which will take place on November 11-13, 2018 in New York City. Kevin L. Jackson is a globally recognized cloud computing expert and Founder/Author of the award winning "Cloud Musings" blog. Mr. Jackson has also been recognized as a "Top 100 Cybersecurity Influencer and Brand" by Onalytica (2015), a Huffington Post "Top 100 Cloud Computing Experts on Twitter" (2013) and a "Top 50 C...
Digital transformation is about embracing digital technologies into a company's culture to better connect with its customers, automate processes, create better tools, enter new markets, etc. Such a transformation requires continuous orchestration across teams and an environment based on open collaboration and daily experiments. In his session at 21st Cloud Expo, Alex Casalboni, Technical (Cloud) Evangelist at Cloud Academy, explored and discussed the most urgent unsolved challenges to achieve fu...
The standardization of container runtimes and images has sparked the creation of an almost overwhelming number of new open source projects that build on and otherwise work with these specifications. Of course, there's Kubernetes, which orchestrates and manages collections of containers. It was one of the first and best-known examples of projects that make containers truly useful for production use. However, more recently, the container ecosystem has truly exploded. A service mesh like Istio addr...
As DevOps methodologies expand their reach across the enterprise, organizations face the daunting challenge of adapting related cloud strategies to ensure optimal alignment, from managing complexity to ensuring proper governance. How can culture, automation, legacy apps and even budget be reexamined to enable this ongoing shift within the modern software factory? In her Day 2 Keynote at @DevOpsSummit at 21st Cloud Expo, Aruna Ravichandran, VP, DevOps Solutions Marketing, CA Technologies, was jo...
Predicting the future has never been more challenging - not because of the lack of data but because of the flood of ungoverned and risk laden information. Microsoft states that 2.5 exabytes of data are created every day. Expectations and reliance on data are being pushed to the limits, as demands around hybrid options continue to grow.
Poor data quality and analytics drive down business value. In fact, Gartner estimated that the average financial impact of poor data quality on organizations is $9.7 million per year. But bad data is much more than a cost center. By eroding trust in information, analytics and the business decisions based on these, it is a serious impediment to digital transformation.