Fancamp, Champion and Gimus Announce Closing of Gimus Reverse
Takeover
MONTREAL, QUEBEC--(Marketwired - Dec 20, 2013) - 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 "Lamêlée Iron Ore
Ltd. / Lamêlée Minerais de Fer ltée".
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 Lamêlée 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 Lamêlée South
Property, Labrador Through, Northeastern Québec, 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 Montréal and Toronto, and is focused on developing its
significant iron resources in the provinces of Québec and
Newfoundland & Labrador. Champion holds a 100% interest in its
Fermont Iron Holdings located in both Québec 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 Québec.
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.
Fancamp Exploration Ltd.Jean Lafleur, M. Sc., P. Geo.,President
and CEO, Director+1 514 975 3633pjlexpl@videotron.caMichael
D'Amico, Investor Relations+1 647 500
6023michaeldamico@rogers.comChampion Iron Mines LimitedThomas G.
Larsen, President and CEO+1 416 866 2200Jorge Estepa, Vice
President+1 416 866 2200www.championironmines.comGimus Resources
Inc.Guy Girard, President and CEO+1 514 923 9842
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