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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 Secure Deal to Develop Fancamp's Lac Lamelee South Iron Project

16/09/2013 12:30pm

Marketwired Canada


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 pursuant 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.  


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


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


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


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

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