Champion Enters Into Arrangement Agreement With Mamba

Champion Iron Mines Limited (TSX:CHM)(FRANKFURT:P02) ("Champion" or the
"Company") is pleased to announce that Champion and Mamba Minerals Limited
(ASX:MAB) ("Mamba") have entered into a definitive arrangement agreement (the
"Agreement") pursuant to which Mamba, together with a wholly-owned Canadian
subsidiary of Mamba ("Canco") will acquire, by way of a court-approved plan of
arrangement (the "Arrangement"), all of the outstanding common shares of
Champion. 


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") and it is a condition of closing of the Arrangement that Mamba's shares
be listed for trading on the Toronto Stock Exchange ("TSX") as of the effective
date, thereby providing it access to both the North American and Australian
markets.


Transaction Highlights



--  Champion shareholders will be entitled to receive 11 ordinary shares of
    Mamba ("Mamba Shares") in exchange for every 15 common shares of
    Champion (the "Exchange Ratio") 
--  Certain Champion shareholders who are Canadian residents will also have
    the option to receive all or a part of their consideration in the form
    of exchangeable shares ("Exchangeable Shares") of Canco in place of the
    Mamba Shares in order to allow such shareholders to defer recognition of
    capital gains. Each Exchangeable Share will be exchangeable, at no
    additional consideration, into one Mamba Share 
--  The offer values Champion at approximately C$0.39 per share or C$59.8
    million on a fully diluted in-the-money basis as at December 5, 2013 
--  Based on the 20 day volume weighted average price ("VWAP") for the
    period ending December 5, 2013 for Mamba and Champion of A$0.52 and
    C$0.21, respectively, the offer represents a premium to Champion
    shareholders of 72% 
--  Upon completion of the Arrangement, Champion shareholders will own
    approximately 50.5% of Mamba's pro forma issued share capital on a fully
    diluted in-the-money basis 
--  Mamba will undertake an equity financing of at least A$10 million to be
    completed immediately following the effective date of the Arrangement at
    a price of no less than A$0.50/share 
--  The pro forma company will have a cash balance of approximately C$25
    million 
--  Closing of the transaction is subject to regulatory approvals and is
    expected in April 2014 



Concurrent Equity Financing 

Mamba will undertake an equity financing ("Concurrent Financing") based on the
combined strengths of Champion and Mamba, which will serve to strengthen the
combined company's balance sheet and provide financial flexibility with its
development plans. It is a condition to the Arrangement that irrevocable firm
commitments acceptable to both parties for at least A$10 million be secured by
Mamba prior to the effective date of the Arrangement at no less than
A$0.50/share. The Concurrent Financing is intended to close immediately after
the effective date of the Arrangement. 


Capital Investment Partners has been mandated by Mamba to raise the A$10 million
via a private placement to selected strategic institutional investors. Funds
raised will assist the company to complete a bankable feasibility study ("BFS")
on the Consolidated Fire Lake North Project, which will include additional
infill drilling and working capital.


Transaction Benefits for Champion Shareholders



--  Strengthened balance sheet: The Arrangement and concurrent equity raise
    will strengthen the combined company's balance sheet as well as provide
    sufficient funding for the completion of the BFS on the Consolidated
    Fire Lake North Project 
--  Immediate and significant offer premium: Exchange Ratio implies an offer
    premium to Champion shareholders of 72% based on 20 day VWAP prices of
    Mamba and Champion 
--  Addition of key mining executives and directors with a proven track
    record: Addition of Michael O'Keeffe as Executive Chairman significantly
    enhances the combined company's ability to bring in institutional and
    strategic investors as well as the capital required to advance the Fire
    Lake North Project through construction and commercial production 
--  Exploration upside from the Snelgrove Lake Project: The Snelgrove Lake
    Project is a highly prospective iron ore project located in the Labrador
    Trough with excellent access to infrastructure and the potential for
    both a hematite and multi-billion tonne magnetite project 
--  Broadens investor base: Provides the new company access to a larger base
    of institutional and retail investors in North America, Australia and
    Asia 



Commenting on the Arrangement, Champion's President, CEO and Chairman, Thomas
Larsen, said, "This merger represents an excellent opportunity for Champion
shareholders to realize immediate and substantial value by exchanging their
Champion shares for Mamba shares and yet retain the opportunity to participate
in the development of the Consolidated Fire Lake North project. Mr. O'Keeffe and
his team at Mamba have an outstanding track record in developing and financing
bulk commodity infrastructure projects, and I am excited at the opportunity to
work with Mr. O'Keefe to deliver the significant value and potential that we
confirmed in the Consolidated Fire Lake North Project." 


Mamba's Managing Director, Michael O'Keeffe, said, "The Labrador Trough
represents one of the world's leading iron ore regions and I am looking forward
to building on the success of Mr. Larsen and his team at Champion who have taken
the Consolidated Fire Lake North Project through to prefeasibility. Our
immediate focus will be on upgrading the 2013 prefeasibility study to a bankable
feasibility study, which is expected to be completed within 12 months. At the
same time we will be positioning the merged group to be able to access or
develop the infrastructure required to fund and put this project into
production, and there is a real opportunity here to join the ranks of Canada's
existing iron ore producers."


Key Management 

Mamba's Chairman Michael O'Keeffe will transition to Executive Chairman of the
combined company to help progress the development of the Consolidated Fire Lake
North Project. Thomas Larsen, the current President, CEO and Chairman of
Champion, will become the CEO of the combined company. 


Immediately following completion of the proposed Arrangement, the resulting
entity's Board of Directors would comprise of eight directors, which will
include five nominees from Champion and three nominees from Mamba. Mamba
proposes that key Champion management wishing to continue with the merged
company be offered on-going positions.


Michael O'Keeffe (proposed Executive Chairman)



--  Mr. O'Keeffe is the Chairman of Mamba and has significant experience in
    growing mining resources companies  
--  Executive Chairman of Riversdale Mining Limited ("Riversdale") from 2004
    to 2011 
    --  Led the development of Riversdale from a junior with a market cap of
        A$7 million until it was acquired by Rio Tinto for A$4 billion 
    --  During his period at Riversdale, Mr. O'Keeffe raised approximately
        A$780 million for Riversdale 
--  Managing Partner of Glencore Australia (Pty) Limited from 1995 to 2004 
    --  Responsible for Glencore's Australian acquisitions, of which a large
        component was vended into Xstrata at the time of listing on the LSE 
    --  Increased Glencore's market share in Australia and southeast Asia,
        growing the turnover from US$100 million to US$2.4 billion 
--  Held a series of senior operating positions at Mt Isa Mines from 1975 to
    1994, rising to the Executive Management level in commercial activities 



Thomas Larsen (proposed CEO and Director)



--  Mr. Larsen was appointed President and CEO of Champion in 2006 and has
    considerable experience developing mining companies 
    --  Established Champion and led its development from a junior
        exploration company with a market cap of approximately C$5 million
        to build one of the largest iron ore deposits in Canada's Labrador
        Trough 
    --  Raised substantial financing for Champion to effectively fund its
        development activity 
--  Mr. Larsen has over 30 years of experience in the investment industry,
    specializing in corporate finance and management of junior mining
    companies, raising in excess of C$150 million to date 
--  Prior to founding Champion, Mr. Larsen held senior executive positions
    at a number of junior resource companies, where he was also involved in
    corporate finance and management activities 
--  Mr. Larsen is a director of Bear Lake Gold Ltd. and Eloro Resources Ltd.



Transaction Summary and Mechanics 

Under the Arrangement, Mamba will acquire 100% of the outstanding common shares
of Champion. Champion shareholders will receive 11 Mamba ordinary shares for
every 15 Champion common shares they hold. The Arrangement will also provide for
the issuance by Mamba of replacement stock options to holders of outstanding
Champion options on similar terms as adjusted by the Exchange Ratio. 


Subject to requisite shareholder approvals, Mamba will convert the existing 32
million Mamba performance shares into ordinary shares at a rate of 1 for 10. 


The Arrangement will be carried out by way of a statutory plan of arrangement
pursuant to the Business Corporations Act (Ontario) and must be approved by the
Ontario Superior Court of Justice (Commercial List) and the affirmative vote of
Champion's shareholders and optionholders at a special meeting to be called by
the Company. At the special meeting, the Arrangement will require approval of
(a) Champion shareholders holding at least 66 2/3% of the common shares, voting
in person or by proxy; (b) Champion shareholders and optionholders holding at
least 66 2/3% of the common shares and options represented at the meeting,
voting together in person or by proxy; and (c) a majority of the minority, in
accordance with National Instrument 61-101 - Protection of Minority Security
Holders in Special Transactions. 


The directors and senior officers of Champion, holding in aggregate
approximately 7.4% of the fully diluted shares of Champion, have entered into
voting agreements with Mamba, pursuant to which they have agreed to vote their
securities (including options) in favour of the Arrangement. 


The Arrangement is also subject to receipt of court and any necessary regulatory
or exchange approvals. The Arrangement is not subject to due diligence. 


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 expected to close in April 2014, shortly after receipt of all
security holder and court approvals. Pursuant to the terms of the Arrangement,
it is expected the shares of Champion will be de-listed from the TSX as at the
closing of the Arrangement. As noted above, 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 of the Arrangement. 


Champion shareholders and other interested parties are advised to read the
materials relating to the proposed Arrangement that will be filed with or
furnished to securities regulatory authorities in Canada when they become
available, as they will contain important information. Anyone may obtain copies
of these documents when available free of charge under Champion's profile on the
System for Electronic Document Analysis and Retrieval at www.sedar.com. This
announcement is for informational purposes only and does not constitute an offer
to purchase, a solicitation of an offer to sell the shares of Champion or a
solicitation of a proxy. 


Each of Champion and Mamba has agreed to non-solicitation provisions, which
provide for a "fiduciary-out", subject to a right to match, in the event either
Champion or Mamba receives a superior proposal. In addition, in certain
circumstances, if one of the parties' boards of directors authorizes it to enter
into an agreement with a third party or to complete a transaction with a third
party in connection with a superior proposal, a termination fee of C$1,000,000
may be payable by either Champion or Mamba, as applicable, pursuant to the terms
of the Agreement. 


A special committee of Champion's board of directors comprised of three
directors independent of the transaction considered the Arrangement. The special
committee received the opinion of its financial advisor, Canaccord Genuity
Corp., that the consideration offered under the Arrangement is fair to the
shareholders of Champion, from a financial point of view. Following the receipt
of such opinion, the special committee determined that the Arrangement is fair
to Champion's shareholders and optionholders and is in the best interests of
Champion. The special committee recommended that the board of directors of
Champion approve the Arrangement and the Champion board of directors, after
receiving the recommendation of the special committee and in consultation with
its financial and legal advisors, unanimously determined that (i) the
Arrangement is fair to Champion's shareholders and optionholders and in the best
interests of Champion, and (ii) Champion shareholders and optionholders should
vote in favour of the Arrangement at the special meeting to be held to approve
the Arrangement. 


In addition, the board of directors of Champion has elected to defer the
"Separation Time" (as defined in the shareholder rights plan agreement dated
June 30, 2011 between Champion and Equity Financial Trust Company (the
"Shareholder Rights Plan")) until the earlier of (i) such date as may be
determined in good faith by the board of directors prior to the time any person
becomes an "Acquiring Person" under the Shareholder Rights Plan or (ii) unless
otherwise determined by the board of directors, the day immediately prior to the
date on which an "Acquiring Person" becomes such.


Overview of the Snelgrove Lake Project 

The Snelgrove Lake Project is a 106 km2 property located in Labrador
approximately 55 km southeast of the small community of Schefferville, Quebec
and 200 km north of the town of Labrador City. The project location is shown
below. 


To view the Snelgrove Lake Project Location, please visit the following link:
http://media3.marketwire.com/docs/chm1205-F1.pdf.


Mamba's Reported Highlights of the Snelgrove Lake Project:



--  Prominent iron formation with 33 km of indicated strike length and up to
    170 m widths with the potential for hematite and a multi-billion tonne
    magnetite deposit 
    --  Hosted within the Sokoman Formation, which is the main ore bearing
        horizon within the Labrador West mining district where a number of
        iron ore mining companies currently operate 
    --  Samples from the northern half of the Snelgrove Lake Project contain
        predominately lower grade (30% to 35% Fe) taconite style
        mineralization, while the Southern part of the property hosts
        domains of higher-grade iron ore, with grab samples indicating
        several zones of enriched iron formation in the range of 55 - 64% Fe
        with the potential to be low-cost hematite similar to Labrador Iron
        Mines Holdings Limited's adjacent Sawyer Lake Deposit 
--  Excellent access to infrastructure 
    --  Located 65 km east of a heavy gauge rail connection at Schefferville
        with available capacity and 565 km from Schefferville to the Port of
        Sept-Iles 
    --  Low cost hydropower available at C$0.04/kWh from the Menihek
        Hydropower station located 45 km from the project 
--  Multiple airborne and ground magnetite and gravity surveys were used to
    define coexisting geophysical anomalies that were later successfully
    drilled 
--  Mamba's winter 2013 three diamond drill holes identified hematite
    mineralisation in the southern CLC region of the properties to an
    approximate vertical depth of at least 235 m (Hole MM13-05, 06 and 08)
    and a true width of 170 m 
--  Hole MM 13-05 returned an aggregate thickness of 101 m grading at 52% Fe
    with low alumina and phosphorus 
--  A 6-hole, 635 m summer 2013 drill campaign intersected hematite
    mineralisation similar to that identified in hole MM 13-05. Assays are
    pending 
--  The summer drill program demonstrated continuous hematite mineralization
    over 4 km strike length, to at least 100 m deep. A further 1,500 m
    strike length remains untested 
--  Polished block mineralogical work currently underway is designed to
    identify the most probable processing route to market 



Overview of the Option Agreement with Altius



--  Mamba, through its 100% ownership of CIP Magnetite Ltd. ("CIP Mag"),
    holds an option to acquire Altius' 100% interest in the Snelgrove Lake
    Project 
--  As part of the Arrangement, Mamba has negoatiated with Altius to extend
    the exercise period to acquire a 100% interest in the Snelgrove Lake
    Project by two years to September 2017 
--  Exercising the option to acquire a 100% interest in the Snelgrove Lake
    Project is subject to completion of the following: 
    --  C$6.5 million in exploration spending on the Snelgrove Lake Project
        by September 2017 
        --  C$6.1 million in exploration expenditures have been incurred by
            October 31, 2013 
    --  A$5.75 million option payment to Altius to be paid three months
        following the exercise of the option to acquire the Snelgrove Lake
        Project 
    --  Granting of a 3% royalty on gross revenues from the Snelgrove Lake
        Project to Altius 



The technical information in this news release pertaining to the Snelgrove Lake
Project was reviewed and approved by Mr. Bruce Mitton, P.Geo., Vice-President
Exploration for Champion Iron Mines Limited who is a Qualified Person under NI
43-101 standards.


Advisors and Counsel 

Champion's financial advisor is Ocean Equities Limited and its legal advisor is
Norton Rose Fulbright Canada LLP in Canada and Australia. Canaccord Genuity
Corp. is acting as independent financial advisor to the independent special
committee of Champion. 


Mamba's financial advisor is Capital Investment Partners Pty Ltd. and its legal
advisor is Stikeman Elliott LLP in Canada and Ashurst Australia in Australia.


Conference Call Information 

Champion and Mamba will host a joint conference call on Monday, December 9th at
4:00 p.m. Eastern standard time for members of the investment community to
discuss the business combination. 

The call-in details are as follows: 



Local / International:    416-507-9740                                      
North American Toll Free: 1-866-512-0904                                    
Australian Toll Free:     1-800-056435                                      
UK Toll Free:             08-082343489                                      
Switzerland Toll Free:    800345604                                         
Germany Toll Free:        0800-589-4596                                     



Please NOTE that you must enter the PARTICIPANT CODE which is: 7025535#  

An updated presentation will be posted to Champion's website at
www.championironmines.com immediately prior to the call.


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. 


About Mamba Minerals Limited 

Mamba is an ASX listed company that has recently acquired an option to earn into
100% of the Snelgrove Lake Project, a highly prospective iron ore project
located in the Labrador Trough in Newfoundland and Labrador. The Snelgrove Lake
Project has excellent access to infrastructure, with potential for both a
hematite and multi-billion tonne magnetite project. Initial drilling results
reported by Mamba has identified hematite mineralization over a continuous
strike length of 4 km, width up to 170 m, vertical depth of 235 m including
approximately 100 m averaging 52% Fe and with grades up to 65% Fe. 


Mamba has a proven management team led by Michael O'Keefe with significant
experience and expertise in bulk material projects comprising former executives
of Riversdale Mining Limited and Fortescue Metals Group. 


For additional information on Champion Iron Mines Limited, please visit our
website at www.championironmines.com. 


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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Champion Iron Mines Limited
Thomas G. Larsen
President and CEO
[phone]


Champion Iron Mines Limited
Jorge Estepa
Vice-President
[phone]
www.championironmines.com