Fancamp, Champion and Gimus Secure Deal to Develop Fancamp's Lac Lamelee South Iron Project

Fancamp, Champion and Gimus Secure Deal to Develop Fancamp's Lac Lamelee South 
Iron Project 
MONTREAL, QUEBEC -- (Marketwired) -- 09/16/13 -- Fancamp Exploration
Ltd. ("Fancamp")(TSX VENTURE:FNC), Champion Iron Mines Limited
("Champion") (TSX:CHM) and Gimus Resources Inc. ("Gimus") (TSX
VENTURE:GIR) are pleased to announce the signing as of today of an
agreement between all parties to develop Fancamp's Lac Lamelee South
Iron Project (the "Project") in the Fermont Mining District of
northeastern Quebec.  
Under the proposed transaction, which is subject to the approval of
the TSX Venture Exchange (the "TSX-V"), Fancamp will transfer its
100% interest in the Project in consideration for the issuance by
Gimus of 43,000,000 common shares to Fancamp at a deemed price of
$0.10 per share and the grant of a royalty corresponding to 1.5% of
the net sales price of minerals extracted from the Project.
Furthermore, Champion will waive the exercise of its right of first
refusal with respect to the transfer of the Project in consideration
for the issuance by Gimus of 2,000,000 common shares to Champion at a
deemed price of $0.10 per share and the issuance by Fancamp of
4,000,000 common shares of its capital stock at a deemed price of
$0.05 per share. The transaction will constitute a reverse takeover
of Gimus by Fancamp within the meaning of the policies of the TSX-V
and will be submitted to the approval of the Gimus shareholders.  
Mr. Peter H. Smith, P. Eng., Chairman of Fancamp stated, "The
proposed transaction is a win-win-win situation for Fancamp, Champion
and Gimus. Champion has allowed Fancamp to sell the Lac Lamelee South
Iron Project to Gimus who will quickly embark on further drilling to
define the highest quality mineral resources on the Project and plans
to conduct a feasibility study in 2014, ultimately following the same
path as other iron deposits in the Fermont-Wabush region. Fancamp,
with its initial 70% stake in Gimus, will be in a position to take
full advantage of the Project upside as the company's largest
shareholder assuming the completion of the contemplated transaction." 
Mr. Smith also declared "The Project is in proximity to excellent
surface infrastructure located 10 km west/southwest of Champion's
Consolidated Fire Lake North project with reserves of 464.6 million
tonnes at more than 32% iron(www.championironmines.com) and 10 km to
the northwest of Arcelor Mittal's Fire Lake Mine pegged at 341
million tonnes grading 33% iron (www.arcelormittal.com)." 
Pierre Barnard, Chairman of the Board of Gimus further asserted, "The
proposed transaction enables Gimus to acquire a significant project
on favorable terms given the current economic conditions for junior
mineral companies and the state of the iron ore industry. This
transaction should greatly benefit the Gimus shareholders if the
current economic recovery strengthens and the demand for iron ore
improves. The location of the Project and access to existing
infrastructures was of prime importance in the decision of the Gimus
board of directors to go ahead with the transaction."  
Tom Larsen, President and CEO of Champion added, "Champion is pleased
to welcome another mining development company with sound technical
expertise, engaged in advancing a promising iron deposit to potential
feasibility stage. The Lac Lamelee South Iron Project along with
other advanced properties in the vicinity such as Champion's
Consolidated Fire Lake North deposit will only enhance and support
the concept of a new multi-user rail system with the first leg being
built in the Quebec district of the Southern Labrador Trough. Higher
quality iron ore would greatly improve the economics for the rail.
The Lac Lamelee South Iron Project appears to have this potential." 
Highlights of the transaction: 


 
--  Gimus agrees to deliver to Fancamp $4,300,000 by issuing to Fancamp
    43,000,000 common shares of Gimus at a deemed price of $0.10 per share
    (the "Fancamp Shares"). 
    
--  Fancamp will retain a 1.5% Net Sales Royalty, of which 0.5% may be
    bought back for $1,500,000. 
    
--  Gimus will assume, as of the closing of the contemplated transaction, an
    existing 1.5% NSR Royalty on the Project, which is payable to The
    Sheridan Platinum Group Ltd. ("SPG"), of which 0.5% may be bought back
    for $1,500,000. 
    
--  As consideration for Champion's covenant not to exercise and extinguish
    its right of first refusal to purchase the Project from Fancamp, Fancamp
    will issue to Champion 4,000,000 common shares of Fancamp at a deemed
    price of $0.05 per share (the "Champion RFR Shares") and Gimus will
    issue to Champion 2,000,000 common shares of Gimus at a deemed price of
    $0.10 per share (the "Champion Shares"). 
    
--  Champion shall subscribe, by way of private placement, to two million
    (2,000,000) fully paid and non-assessable common shares of Gimus (or
    units comprised of common shares and common share purchase warrants as
    determined by Gimus), at a deemed price of $0.10 per share or per unit,
    as the case may be, or such lesser price per share or per unit set by
    Gimus. 
    
--  The Fancamp Shares, the Champion Shares and the Champion RFR Shares to
    be issued will be issued under a private placement exemption and subject
    to a four-month restricted period stipulated in a legend, before
    becoming freely tradable, the issuance of which shall be subject to
    prior acceptance for listing by the TSX-V, and the Champion RFR Shares
    will be subject to specific restrictions pursuant to a reciprocal rights
    agreement entered into by Champion and Fancamp as of May 17, 2012,
    governing certain investor rights and obligations. 
    
--  The purchase of the Project by Gimus will be subject to a number of
    conditions, which may be waived by Gimus or Fancamp, including: 
    
    --  Fancamp shall arrange to provide Gimus to such information and
        records, which Gimus may reasonably request in order to obtain the
        information necessary to evaluate the Project and to prepare the
        documentation necessary to obtain the required regulatory approvals;
        
    --  all regulatory approvals, authorizations and other consents with
        respect to the purchase of the Project which may be required by law
        shall have been obtained, including, approval from the TSX-V for
        each of Fancamp and Gimus and the approval of the shareholders of
        Gimus; 
        
    --  prior to the closing date of the contemplated transaction, Gimus
        shall have proposed to Fancamp a new composition of the board of
        directors of Gimus (which board of directors shall include Paul
        Ankcorn as a nominee of Champion) and of management of Gimus, which
        shall be satisfactory to Fancamp, and 
        
    --  at the latest on the closing date of the contemplated transaction,
        and as agreed upon between Gimus and Fancamp, Gimus shall have
        raised capital through the completion of private placements of its
        securities for the minimal amount required to satisfy the
        requirements of the TSX-V on such terms and conditions as may be
        determined by Fancamp, Gimus and Champion. 

 
The portion of the contemplated transaction between Gimus and Fancamp
is an arm's length transaction within the meaning of the policies of
the TSX-V. In addition, Jean Lafleur, President and Chief Executive
Officer and director of Fancamp, is also a director of Gimus. Guy
Girard, President and Chief Executive Officer and director of Gimus,
is also the Executive Vice President and Project Logistics Manager of
Fancamp. Accordingly, the votes attached to the securities of Gimus
held by each of Jean Lafleur and Guy Girard will be excluded from
Gimus shareholder's approval. 
Based on the fact that Champion is an insider of Fancamp, the portion
of the contemplated transaction between Champion and Fancamp involves
non-arm's length parties and constitutes a "related party
transaction" as defined under Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions ("MI
61-101"). The portion of the contemplated transaction between
Champion and Fancamp is exempt from the valuation and minority
shareholder approval requirements of MI 61-101 by virtue of the
exemptions contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101
based on that neither the fair market value of the subject matter of,
nor the fair market value of the consideration to be paid to Champion
pursuant to the contemplated transaction exceeds 25 % of Fancamp's
market capitalization. 
Gimus will be seeking an exemption from the sponsorship requirements
in accordance with TSX-V Policy 2.2. 
The contemplated transaction is expected to close on or before
December 31, 2013, subject to final regulatory approvals.  
The Lac Lamelee South Iron Project 
The Project consists of 29 mineral claims covering 1,524 hectares or
15 km2 located in northeastern Quebec near the border with
Newfoundland and Labrador, approximately 50 km south of the city of
Fermont (Quebec). The Project is situated in the southern segment of
the Labrador Trough which consist of early Proterozoic sedimentary
and volcanic rocks highlighted by iron formations that have been
mined since 1954. This segment of the Labrador Trough sits in the
Gagnon Terrain of the Grenville Geological Province. All the economic
iron concentrations in the Labrador Trough are located in the same
litho-stratigraphical package termed the Sokoman Formation also known
in Fermont as the Wabush Formation. The higher metamorphic grade
common throughout the Gagnon Terrain is responsible for
recrystallizing the iron oxides into coarse-grained magnetite and
specular hematite thus improving the quality of the iron ore for
processing.  
P.J. Lafleur Geo-Conseil Inc., recently completed Mineral Resource
Estimates ("MRE") for the Project (refer to the Fancamp news release
dated May 2, 2013) which is available as a National Instrument ("NI")
43-101 Technical Report under the Fancamp filings on SEDAR at
www.sedar.com. At a 22% Fe2O3 cut-off grade, there are 520 million
tonnes grading 39.5% Fe2O3 (or 27.6% FeT) in the inferred mineral
resources(i) category. The 22% Fe2O3 cut-off grade used is a natural
cut-off grade since the drilling and the combined geological-resource
modeling covered the target iron formation in its entirety. A Whittle
Open-Pit Shells Study outlined two open pit shells. The first a
smaller open-pit shell of 315 million tonnes at a grade of 41.2%
Fe2O3 (28.8% FeT). The second a larger open-pit shell of 520 million
tonnes at a grade of 39.5% Fe2O3 (27.6% FeT). Results demonstrate the
amenability of the Inferred MRE to potential open pit mining with
100% of Inferred MRE reporting within a conceptual open-pit shell.  
(i) Inferred mineral resources are that part of a mineral resource
for which quantity and grade or quality can be estimated on the basis
of geological evidence and limited sampling and reasonably assumed,
but not verified, geological and grade continuity. The estimate is
based on limited information and sampling gathered through
appropriate techniques from drill holes and outcrops. There has been
insufficient exploration to define any of the resources as Indicated
or measured mineral resources and there is no guarantee that further
exploration will upgrade the inferred mineral resources to indicated
or measured mineral resources.  
Completion of the transaction is subject to a number of conditions,
including TSX-V acceptance and court and shareholder approval. The
transaction cannot close until all requisite approvals are obtained.
There can be no assurance that the transaction will be completed as
proposed or at all.  
Investors are cautioned that, except as disclosed in the management
information circular to be prepared in connection with the
transaction, any information released or received with respect to the
RTO may not be accurate or complete and should not be relied upon.
Trading in the securities of Gimus should be considered highly
speculative. 
The TSX-V has in no way passed upon the merits of the proposed
transaction and has neither approved nor disapproved the contents of
this press release. 
About Fancamp Exploration Ltd.  
Fancamp Exploration Ltd. is a Canadian junior mineral exploration
company with an exceptional inventory of resource projects at various
stages of development covering more than 1,710 km2 in three
provinces. The commodities include hematite magnetite iron
formations, titaniferous magnetite and hematite, nickel/copper/PGM,
chromite, Volcanogenic Massive Sulphides and gold. Fancamp is focused
on enhancing shareholder value by identifying and acquiring
early-stage projects with excellent mineral potential; advancing them
to the next decision stage with efficient exploration; selling,
optioning or joint venturing them to solid partners for cash and
shares of the partnering companies and inheriting a significant
royalty on future production.  
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 provinces of Quebec and Newfoundland &
Labrador. Champion holds a 100% interest in the Fermont Iron Holdings
and a 44% interest in the Attikamagen Iron Project located in both
Quebec and Labrador. The Attikamagen Project is under option to Labec
Century Iron Ore Inc. ("Labec"), a subsidiary of Century Iron Mines
Corporation, under which Labec can earn up to a 60% interest. Labec
has requested a transfer of a further 4% to increase Labec's holding
to 60% under its option agreement with Champion and to further
increase Labec's interest and dilute Champion's interest pursuant to
ongoing exploration programs. Champion is undertaking its due
diligence investigations with respect to the requests. 
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 ArcelorMittal'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. 
About Gimus Resources Inc.  
Gimus is a mineral exploration company the common shares of which are
listed for trading on the TSX-V under the symbol "GIR". Gimus
currently has 13,104,000 common shares outstanding and has reserved
for issuance 750,000 additional common shares pursuan
t to stock
options and 226,320 common shares pursuant to warrants and
compensation options.  
The technical information in the news release was prepared by Jean
Lafleur, M.Sc., P.Geo., Fancamp's President and CEO, a Qualified
Person under NI 43-101.  
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. 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 the annual information forms, management discussion and
analysis and other securities regulatory filings by Fancamp, Champion
and Gimus 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 forward-looking information
contained in this press release is given as of the date hereof and is
based upon the opinions and estimates of Fancamp's, Champion's and
Gimus' management and information available to management as at the
date hereof. Fancamp, Champion and Gimus disclaim any intention or
obligation to update or revise any forward-looking information,
whether as a result of new information, future events or otherwise,
except as required by law. 
Neither TSX and the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX and TSX
Venture Exchange) accepts responsibility for the adequacy or accuracy
of this news release.  
Contacts:
Michael D'Amico
Investor Relations
+1 647 500 6023
michaeldamico@rogers.com 
Jorge Estepa
Vice President
+1 416 866 2200
www.championironmines.com 
Gimus Resources Inc.
Guy Girard
President and CEO
+1 514 923 9842
Contacts:
Fancamp Exploration Ltd.
Jean Lafleur, M. Sc., P. Geo.
President and CEO, Director
+1 514 975 3633
pjlexpl@videotron.ca
Contacts:
Champion Iron Mines Limited
Thomas G. Larsen
President and CEO
+1 416 866 2200
 
 
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