2025-12-21, 1:05:55 p.m.
MONTRÉAL, Canada — December 22, 2025 — Leads & Copy — Champion Iron Limited (TSX: CIA) (ASX: CIA) (OTCQX: CIAFF) has announced it has entered into a transaction agreement with Rana Gruber ASA, a Norwegian iron ore producer, to acquire all of Rana Gruber’s outstanding shares.
The offer is a conditional recommended voluntary cash tender offer of NOK 79 (US$7.79) per share, representing a total equity value of approximately NOK 2,930 million (US$289 million). Rana Gruber’s executive management and board of directors have unanimously supported the transaction. Shareholders owning approximately 51% of Rana Gruber’s shares have entered into pre-acceptance undertakings to tender their shares into the offer.
Champion expects to fund the transaction through a combination of equity, debt, and cash on hand, including a US$100 million equity private placement with Caisse de dépôt et placement du Québec (La Caisse) and a fully committed term loan of US$150 million from The Bank of Nova Scotia (Scotiabank).
Champion will host two conference calls and webcasts to discuss the transaction. Details are available on the company’s website.
According to Champion, the transaction will allow it to capitalize on several strategic benefits, including a long life of mine asset in a stable jurisdiction with access to renewable power; a proven iron ore producer with continuous production dating back to the 1960s; robust cash flow margins; expansion of Champion’s product portfolio; creation of a larger and more diversified high-grade iron ore producer; and an expected near-term accretive impact per ordinary share of Champion’s revenue, EBITDA and cash flows from operating activities.
Champion’s CEO, Mr. David Cataford, said the acquisition supports the vision to collaborate in decarbonizing the steel industry. La Caisse’s Managing Director, Large Capitalizations, Québec, Mr. Jacques Marchand, said the investment reaffirms its commitment to Champion and strengthens the company’s position in the high-grade iron ore market.
Rana Gruber is a Norwegian iron ore producer based in Mo i Rana, Nordland, with properties benefiting from over 200 years of mining expertise. Rana Gruber was established in 1964 and listed on the Oslo stock exchange in 2021. The company produces two different hematite iron ore concentrates, including a recent upgrade to 65% Fe quality, and a magnetite iron ore concentrate.
As at September 30, 2025, Rana Gruber had current lease liabilities of NOK 95.4 million (US$9.4 million) and non-current lease liabilities of NOK 189.3 million (US$18.7 million). Apart from leases liabilities, Rana Gruber had no long-term debt. Rana Gruber has a credit facility of NOK 100 million (US$9.9 million), which was unused as at September 30, 2025. As at September 30, 2025, Rana Gruber’s cash and cash equivalents totalled NOK 24.7 million (US$2.4 million).
As at September 30, 2025, Champion held a cash balance of C$325.5 million and had access to undrawn amounts under its senior revolving credit facility of C$514.9 million.
The private placement is to be completed by way of an issue of subscription receipts on a prospectus-exempt and non-brokered basis, with each subscription receipt representing the right to receive one ordinary share of Champion upon and conditional on the successful completion of the Transaction. The issue price of C$5.1508 per ordinary share for the Private Placement represents a discount of 3.5% to the trailing 20 trading days volume-weighted average trading price (VWAP) of the ordinary shares on the Toronto Stock Exchange (the “TSX”) prior to the date of the announcement.
Scotiabank provided a binding commitment for the Term Loan consisting of a US$150 million senior secured non-revolving credit facility, which shall be available by way of a single draw on and subject to closing of the Transaction.
Rana Gruber’s shareholders will be offered NOK 79 (US$7.79) per share in cash. The Offer will be subject to customary launch and closing conditions, including Champion becoming the owner of shares representing more than 90% of the shares and voting rights in Rana Gruber.
The Offer Document is expected to be approved by the NFSA in time for the offer period to commence towards the end of January 2026. The Offer may only be accepted on the basis of the Offer Document.
The Offer is expected to initially be opened for acceptance by Rana Gruber shareholders for a period of four weeks following launch of offer period.
Post closing of the Transaction, senior management of Rana Gruber are expected to remain as leadership of Champion’s Norwegian subsidiary, including the company’s CEO, Mr. Gunnar Moe.
Mirabella Financial Services LLP, on behalf of Svelland Global Trading Master Fund and certain other accounts, multiple large shareholders and all members of the board of directors and the executive management of Rana Gruber, who own approximately 51% of the issued and outstanding shares of Rana Gruber as at the date of the Announcement, have entered into separate pre-acceptance undertakings, whereby they have agreed subject to the terms and conditions thereof to tender their shares into the Offer.
Advokatfirmaet BAHR AS, Stikeman Elliott LLP, Ashurst LLP and McCarthy Tetrault LLP are acting as legal advisors to Champion, while Clarksons Securities AS is acting as its financial advisor. Wikborg Rein Advokatfirma AS is acting as legal advisor for Rana Gruber, while DNB Carnegie, a part of DNB Bank ASA, is acting as its financial advisor. Fasken Martineau DuMoulin LLP and Clayton Utz are acting as legal advisors to La Caisse.
Champion, through its wholly-owned subsidiary Quebec Iron Ore Inc., owns and operates the Bloom Lake Mining Complex located on the south end of the Labrador Trough.
For additional information on Champion Iron Limited, please visit our website at: www.championiron.com.
Mr. David Cataford, CEO
Mr. Jacques Marchand, Managing Director
Mr. Gunnar Moe, CEO
Source: Champion Iron Limited
