Welcome!

News Feed Item

Champion Announces Amendments to Exchangeable Share Provisions for Plan of Arrangement

TORONTO, ONTARIO -- (Marketwired) -- 03/11/14 -- Champion Iron Mines 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 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 province of Quebec. 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 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.

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

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

Champion Iron Mines Limited
Jorge Estepa, Vice-President
(416) 866-2200
(416) 361-1333 (FAX)
www.championironmines.com

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
Bill Schmarzo, author of "Big Data: Understanding How Data Powers Big Business" and "Big Data MBA: Driving Business Strategies with Data Science" is responsible for guiding the technology strategy within Hitachi Vantara for IoT and Analytics. Bill brings a balanced business-technology approach that focuses on business outcomes to drive data, analytics and technology decisions that underpin an organization's digital transformation strategy.
DevOpsSummit New York 2018, colocated with CloudEXPO | DXWorldEXPO New York 2018 will be held November 11-13, 2018, in New York City. Digital Transformation (DX) is a major focus with the introduction of DXWorldEXPO within the program. Successful transformation requires a laser focus on being data-driven and on using all the tools available that enable transformation if they plan to survive over the long term.
Charles Araujo is an industry analyst, internationally recognized authority on the Digital Enterprise and author of The Quantum Age of IT: Why Everything You Know About IT is About to Change. As Principal Analyst with Intellyx, he writes, speaks and advises organizations on how to navigate through this time of disruption. He is also the founder of The Institute for Digital Transformation and a sought after keynote speaker. He has been a regular contributor to both InformationWeek and CIO Insight...
When talking IoT we often focus on the devices, the sensors, the hardware itself. The new smart appliances, the new smart or self-driving cars (which are amalgamations of many ‘things'). When we are looking at the world of IoT, we should take a step back, look at the big picture. What value are these devices providing. IoT is not about the devices, its about the data consumed and generated. The devices are tools, mechanisms, conduits. This paper discusses the considerations when dealing with the...
CI/CD is conceptually straightforward, yet often technically intricate to implement since it requires time and opportunities to develop intimate understanding on not only DevOps processes and operations, but likely product integrations with multiple platforms. This session intends to bridge the gap by offering an intense learning experience while witnessing the processes and operations to build from zero to a simple, yet functional CI/CD pipeline integrated with Jenkins, Github, Docker and Azure...
The now mainstream platform changes stemming from the first Internet boom brought many changes but didn’t really change the basic relationship between servers and the applications running on them. In fact, that was sort of the point. In his session at 18th Cloud Expo, Gordon Haff, senior cloud strategy marketing and evangelism manager at Red Hat, will discuss how today’s workloads require a new model and a new platform for development and execution. The platform must handle a wide range of rec...
CloudEXPO New York 2018, colocated with DXWorldEXPO New York 2018 will be held November 11-13, 2018, in New York City and will bring together Cloud Computing, FinTech and Blockchain, Digital Transformation, Big Data, Internet of Things, DevOps, AI, Machine Learning and WebRTC to one location.
Bill Schmarzo, Tech Chair of "Big Data | Analytics" of upcoming CloudEXPO | DXWorldEXPO New York (November 12-13, 2018, New York City) today announced the outline and schedule of the track. "The track has been designed in experience/degree order," said Schmarzo. "So, that folks who attend the entire track can leave the conference with some of the skills necessary to get their work done when they get back to their offices. It actually ties back to some work that I'm doing at the University of San...
For years the world's most security-focused and distributed organizations - banks, military/defense agencies, global enterprises - have sought to adopt cloud technologies that can reduce costs, future-proof against data growth, and improve user productivity. The challenges of cloud transformation for these kinds of secure organizations have centered around data security, migration from legacy systems, and performance. In our presentation, we will discuss the notion that cloud computing, properl...
Andrew Keys is Co-Founder of ConsenSys Enterprise. He comes to ConsenSys Enterprise with capital markets, technology and entrepreneurial experience. Previously, he worked for UBS investment bank in equities analysis. Later, he was responsible for the creation and distribution of life settlement products to hedge funds and investment banks. After, he co-founded a revenue cycle management company where he learned about Bitcoin and eventually Ethereal. Andrew's role at ConsenSys Enterprise is a mul...
IoT is rapidly becoming mainstream as more and more investments are made into the platforms and technology. As this movement continues to expand and gain momentum it creates a massive wall of noise that can be difficult to sift through. Unfortunately, this inevitably makes IoT less approachable for people to get started with and can hamper efforts to integrate this key technology into your own portfolio. There are so many connected products already in place today with many hundreds more on the h...
DXWorldEXPO | CloudEXPO are the world's most influential, independent events where Cloud Computing was coined and where technology buyers and vendors meet to experience and discuss the big picture of Digital Transformation and all of the strategies, tactics, and tools they need to realize their goals. Sponsors of DXWorldEXPO | CloudEXPO benefit from unmatched branding, profile building and lead generation opportunities.
DXWorldEXPO LLC announced today that Telecom Reseller has been named "Media Sponsor" of CloudEXPO | DXWorldEXPO 2018 New York, which will take place on November 11-13, 2018 in New York City, NY. Telecom Reseller reports on Unified Communications, UCaaS, BPaaS for enterprise and SMBs. They report extensively on both customer premises based solutions such as IP-PBX as well as cloud based and hosted platforms.
Evan Kirstel is an internationally recognized thought leader and social media influencer in IoT (#1 in 2017), Cloud, Data Security (2016), Health Tech (#9 in 2017), Digital Health (#6 in 2016), B2B Marketing (#5 in 2015), AI, Smart Home, Digital (2017), IIoT (#1 in 2017) and Telecom/Wireless/5G. His connections are a "Who's Who" in these technologies, He is in the top 10 most mentioned/re-tweeted by CMOs and CIOs (2016) and have been recently named 5th most influential B2B marketeer in the US. H...
In his keynote at 19th Cloud Expo, Sheng Liang, co-founder and CEO of Rancher Labs, discussed the technological advances and new business opportunities created by the rapid adoption of containers. With the success of Amazon Web Services (AWS) and various open source technologies used to build private clouds, cloud computing has become an essential component of IT strategy. However, users continue to face challenges in implementing clouds, as older technologies evolve and newer ones like Docker c...