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GIR Lamelee Iron Ore Ltd.

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Share Name Share Symbol Market Type
Lamelee Iron Ore Ltd. TSXV:GIR TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Fancamp, Champion and Gimus Announce Closing of Gimus Reverse Takeover

20/12/2013 9:25pm

Marketwired Canada


Fancamp Exploration Ltd. ("Fancamp"), Champion Iron Mines Limited ("Champion")
and Gimus Resources Inc. ("Gimus") (TSX VENTURE:GIR) are pleased to announce
that Gimus has completed its reverse takeover transaction (the "Transaction"),
as previously announced in press releases dated September 16, 2013, October 10,
2013 and December 6, 2013 and as more particularly described in Gimus'
information circular dated November 19, 2013 (the "Information Circular"), all
of which are available on SEDAR at www.sedar.com under Gimus' profile. Gimus has
received final approval of the TSX Venture Exchange (the "Exchange") for the
Transaction.


Name and Stock Symbol

In connection with closing of the Transaction, the Company changed its name from
"Gimus Resources Inc." to "Lamelee Iron Ore Ltd. / Lamelee Minerais de Fer
ltee".


The common shares of the Company are expected to start trading on the Exchange
under the new name when the market opens on December 24, 2013 under the new
stock symbol "LIR". 


Transaction

Gimus acquired Fancamp's Lac Lamelee South Iron Property (the "Property"),
subject to a 1.5% NSR in favour of the Sheridan Platinum Group Ltd. (the
"Sheridan NSR Royalty"), located in the Fermont Mining District of northeastern
Quebec (the "Acquisition") and completed a concurrent financing for total gross
proceeds of $1,250,000, which constituted a reverse takeover pursuant to TSX
Venture Exchange's ("TSX-V") policies (the "Transaction").


Under the Acquisition, Gimus issued 43,000,000 of its common shares ("Gimus
Shares") to Fancamp at a deemed price of $0.10 per share and granted an
additional 1.5% NSR in favor of Fancamp on the Property. Furthermore, 2,000,000
Gimus Shares at a deemed price of $0.10 per share and 4,000,000 common shares of
Fancamp at a deemed price of $0.05 per share were issued to Champion in
compensation for the waiver and extinguishment of Champion's right of first
refusal with respect to the transfer of the Property. As additional
consideration for the Acquisition, Fancamp assigned and transferred to Gimus all
of its rights, interests, duties and obligations under the Sheridan NSR Royalty,
subject to the payment by Fancamp, to the exoneration of Gimus, of yearly
advance royalty payments for an aggregate amount of $500,000 on their due date
in accordance with the terms and conditions of the Sheridan NSR Royalty.


As disclosed above, upon completion of the Transaction, Fancamp acquired direct
ownership and control of 43,000,000 Gimus Shares as of December 20, 2013. As a
result of this transaction, the shareholding of Fancamp represents approximately
58.36 % of the currently outstanding common shares of Gimus. 


The principal asset of the Gimus following closing of the Transaction is the
100% interest in the Property, which is described in detail in the technical
report dated October 1, 2013, entitled "NI 43-101 Technical Report - The Lac
Lamelee South Property, Labrador Through, Northeastern Quebec, Canada,
Disclosure of Mineral Resources on behalf of Gimus Resources Inc." authored by
Pierre-Jean Lafleur, P. Eng., and Ali Ben Ayad, P. Geo., a copy of which is
available on SEDAR at www.sedar.com under the Gimus' profile.


Concurrent Financing

In connection with the Transaction, Gimus also completed a non-brokered private
placement of 12,500,000 units (the "Units") for aggregate gross proceeds of
$1,250,000, which represent $500,000 more than initially announced maximum. Each
unit was comprised of one (1) Gimus Share and one-half of one (1/2) Gimus Share
purchase warrant, each full warrant entitling the holder to acquire one (1)
additional common share of the resulting issuer at a price of $0.15 until
December 20, 2015. A finder's fee of $4,550 was paid in accordance with the
TSX-V Corporate Finance Manual.


Upon closing of the Transaction there were 63,284,513 common shares of the
Company issued and outstanding on an undiluted basis, of which approximately
8.01% represents shares are held by shareholders of the Company prior to closing
of the Transaction, approximately 70.55% represents shares held by former
shareholders of the Subsidiary, approximately 13.13% represents shares issued on
conversion of the debenture, and approximately 8.26% represents shares issued
pursuant to the private placement. These shares are not subject to any statutory
hold periods. A total of 16,931,253 shares, representing approximately 52.44% of
the outstanding shares, are subject to escrow and will be released in stages
over 36 months as to 10% on the date of the final Exchange bulletin, and as to
15 % every 6 months thereafter. In addition to these shares, there are also
warrants and incentive stock options outstanding. See the Information Circular
for additional details regarding capitalization of the Company. 


Directors and Officers



The directors and officers of the Company upon closing of the Transaction   
are as follows:                                                             
Jean Lafleur - President, Chief Executive Officer and Chairman              
Guy Girard - Chief Financial Officer, Secretary and Director                
Pierre Lortie - Director                                                    
Jean Depatie - Director                                                     
Panl Ankcorn - Director                                                     



Additional information regarding the directors and officers is available in the
Information Circular.


As disclosed in the Information circular Gimus granted the following options to
directors and officers exercisable for a period of 10 years at a price of $0.10:




Jean Lafleur   500,000
Guy Girard     500,000
Pierre Lortie  500,000
Jean Depatie   750,000
Paul Ankcorn   350,000



Upon closing of the Transaction there were 73,284,513 common shares of the
Company. A total of 47,890,125 shares, representing approximately 63% of the
outstanding shares, are subject to escrow pursuant to the Transaction and will
be released in stages over 36 months as to 10% on the date of the final Exchange
bulletin, and as to 15 % every 6 months thereafter. In addition to these shares,
there are also warrants and incentive stock options outstanding. See the
Information Circular for additional details regarding capitalization of the
Company.


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 its Fermont Iron Holdings located in both Quebec and Labrador. 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 currently under the symbol "GIR". 


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.  


FOR FURTHER INFORMATION PLEASE CONTACT: 
Fancamp Exploration Ltd.
Jean Lafleur, M. Sc., P. Geo.,
President and CEO, Director
+1 514 975 3633
pjlexpl@videotron.ca


Michael D'Amico, Investor Relations
+1 647 500 6023
michaeldamico@rogers.com


Champion Iron Mines Limited
Thomas G. Larsen, President and CEO
+1 416 866 2200


Jorge Estepa, Vice President
+1 416 866 2200
www.championironmines.com


Gimus Resources Inc.
Guy Girard, President and CEO
+1 514 923 9842

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