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Citizens, Inc.
Annual Report 2014

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FY2014 Annual Report · Citizens, Inc.
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CHAMPION IRON LIMITED 

ANNUAL INFORMATION FORM 

FOR THE YEAR ENDED MARCH 31, 2014 

June 27, 2014 

 
 
 
 
 
 
 
TABLE OF CONTENTS 

CAUTIONARY STATEMENT .................................................................................................................................... 1 

CURRENCY ................................................................................................................................................................. 2 

GENERAL .................................................................................................................................................................... 2 

MINERAL DISCLOSURE ........................................................................................................................................... 2 

SELECTED TECHNICAL TERMS ............................................................................................................................. 3 

METRIC EQUIVALENTS ........................................................................................................................................... 5 

CORPORATION PROFILE AND CORPORATE STRUCTURE ............................................................................... 5 

DESCRIPTION AND GENERAL DEVELOPMENT OF THE BUSINESS INCLUDING THREE-YEAR 
HISTORY ...................................................................................................................................................................... 6 

RISK FACTORS ......................................................................................................................................................... 13 

MATERIAL PROPERTIES ........................................................................................................................................ 19 

TECHNICAL INFORMATION – Consolidated Fire Lake North Property ................................................................ 19 

DIVIDEND POLICY .................................................................................................................................................. 41 

SHARE CAPITAL DESCRIPTION ........................................................................................................................... 41 

MARKET FOR SECURITIES .................................................................................................................................... 44 

ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON 
TRANSFER ................................................................................................................................................................. 45 

DIRECTORS AND OFFICERS .................................................................................................................................. 46 

CEASE TRADE ORDERS, BANKRUPTCIES, PENALITIES OR SANCTIONS ................................................... 47 

CONFLICT OF INTERESTS ...................................................................................................................................... 48 

LEGAL PROCEEDINGS AND REGULATORY ACTIONS .................................................................................... 48 

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ........................................... 48 

AUDITORS, REGISTRAR AND TRANSFER AGENT ............................................................................................ 49 

MATERIAL CONTRACTS ........................................................................................................................................ 49 

INTEREST OF EXPERTS .......................................................................................................................................... 49 

AUDIT COMMITTEE INFORMATION ................................................................................................................... 50 

ADDITIONAL INFORMATION ............................................................................................................................... 51 

SCHEDULE A - AUDIT COMMITTEE CHARTER ................................................................................................ A1 

(i) 

 
 
CAUTIONARY STATEMENT 

This  Annual  Information  Form  (sometimes  referred  to  herein  as  the  “AIF”)  includes  certain  “forward-looking 
information” within the meaning of applicable Canadian securities legislation. All information, other than regarding 
historical facts, included in this AIF that address activities, events or developments that Champion Iron  Limited and 
its  wholly-owned  subsidiary  Champion  Iron  Mines  Limited  (collectively,  “Champion”  or  the  “Corporation”) 
expects or anticipates will or may occur in the future, including such things as future business strategy, competitive 
strengths, goals, expansion and growth of the Corporation’s businesses, operations, plans and other such matters is 
forward-looking information. 

When used in this AIF, the words “estimate”, “plan”, “anticipate”, “expect”, “intend”, “believe”, “will”, “should”, 
“could”,  “may”  and  similar  expressions  are  intended  to  identify  forward-looking  information.  This  information 
involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance 
or achievements of the Corporation to be materially different from any future results, performance or achievements 
expressed or implied by such forward-looking information. 

Examples of such forward-looking information include information regarding financial results and expectations for 
fiscal year 2014, such as, but not limited to, the potential of the Corporation’s properties, availability of financing, 
interpretation  of  drill  results,  the  geology,  grade  and  continuity  of  mineral  deposits  and  conclusions  of  economic 
evaluations,  metal  prices,  demand  for  metals,  currency  exchange  rates,  cash  operating  margins,  expenditures  on 
property, plant and equipment, increases and decreases in exploration activity, changes in project parameters, joint 
venture operations, resources and anticipated grades and recovery rates, are or may be based on assumptions and/or 
estimates related to future economic, market and other factors and conditions. 

Forward-looking information is based on reasonable assumptions, estimates, analysis and opinions of management 
made in light of its experience and its perception of trends, current conditions and expected developments, as well as 
other  factors  that  management  believes  to  be  relevant  and  reasonable  in  the  circumstances  at  the  date  that  such 
information is made available.  Forward-looking information is inherently subject to known and unknown risks and 
uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of 
the  Corporation  to  be  materially  different  from  those  expressed  or  implied  by  such  forward-looking  information.  
Although  the  Corporation  has  attempted  to  identify  important  factors  that  could  cause  actual  results  to  differ 
materially, there may be other factors that cause results not to be as anticipated, estimated or intended, including the 
factors and risks described or referred to elsewhere herein, as well as unanticipated and/or unusual events.  Many of 
such  factors  are  beyond  the  Corporation’s  ability  to  predict  or  control.    Risks  and  uncertainties  that  may  affect 
forward-looking information herein include, but are not limited to, those which relate to: 

(a) 

(b) 

(c) 

(d) 

(e) 

(f) 

(g) 

(h) 

(i) 

(j) 

(k) 

(l) 

(m) 

(n) 

the nature of mineral exploration and mining; 

potential land claims – First Nations groups; 

financing risks; 

infrastructure; 

the absence of significant revenues; 

current global financial condition; 

dilution and future sales of Common Shares; 

Champion being primarily focussed on the Consolidated Fire Lake North Project; 

joint ventures and option agreements; 

going concern considerations; 

dependence on key personnel; 

no assurance of titles; 

permits and licences; 

fluctuating prices for iron; 

1 

(o) 

(p) 

(q) 

(r) 

(s) 

(t) 

(u) 

(v) 

(w) 

(x) 

estimates of mineral resources; 

foreign exchange; 

dependence on outside parties; 

reduced global demand for steel or interruptions in steel production; 

availability of reasonably priced raw materials and mining equipment; 

volatility of stock price; 

extensive governmental regulation of Champion’s activities; 

environmental regulations; 

conflicts of interest; and 

competition. 

For more information on risk factors, refer to the heading “Risk Factors” below.  

Readers  of  this  AIF  are  cautioned  not  to  put  undue  reliance  on  forward-looking  information  due  to  its  inherent 
uncertainty.  The Corporation disclaims any intent or obligation to update any forward-looking information, whether 
as a result of new information, future events or results or otherwise, except in accordance with applicable securities 
legislation.  This forward-looking information should not be relied upon as representing management’s views as of 
any date subsequent to the date of this AIF. 

All references to “$” or “dollars” herein are to Canadian dollars, unless otherwise specified. 

CURRENCY 

GENERAL 

Reference is made in this Annual Information Form to Champion’s audited financial statements together with the 
auditor’s report thereon (the “Financial Statements”) and management’s discussion and analysis for the fiscal years 
ended March 31, 2014 and March 31, 2013. 

The Financial Statements are available for review under the Corporation’s profile on the SEDAR website located at 
www.sedar.com.  All financial information in the AIF is prepared in accordance with Canadian generally accepted 
accounting principles including international financial reporting standards (“IFRS”) incorporated therein. 

Unless otherwise noted herein, information in the AIF has been presented as at June 27, 2014. 

MINERAL DISCLOSURE 

In  this  document,  any  statement  regarding  the  potential  quantity  and  grade  (expressed  as  ranges)  of  a  potential 
mineral deposit is conceptual in nature.  Historical estimates of mineral resources, if any, referred to in the AIF are 
not  compliant  with  National  Instrument  43-101-  Standards  of  Disclosure  for  Mineral  Projects  (“NI  43-101”) 
standards, and should therefore not be relied upon. No “qualified person” (as such term is defined in NI 43-101) (a 
“Qualified Person”) has done sufficient work to classify such historical estimates as current “mineral resources”, as 
such  term  is  defined  in  NI 43-101  (hereinafter,  “Mineral  Resources”).   The  Corporation  is not  treating  any such 
historical  estimates  as  current  Mineral  Resources.  In  this  AIF,  Mineral  Resource  estimates  have  been  calculated 
using the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) “Standards on Mineral Resources and 
Reserves,  Definitions  and  Guidelines”  prepared  by  the  CIM  Standing  Committee  on  Reserve  Definitions  and 
adopted by CIM, as amended. 

The  scientific  and  technical  information  contained  in  this  AIF  relating  to  Champion’s  mineral  projects  discussed 
herein is supported by the technical reports indicated below: 

TECHNICAL INFORMATION 

2 

 
 

Consolidated Fire Lake North Project:  the technical report titled “Preliminary Feasibility Study of 
the West and East Pit Deposits of the Fire Lake North Project, Fermont Area, Québec, Canada”, 
dated February 22, 2013 (effective January 25, 2013), prepared by André Allaire, Eng., M.Eng., 
Ph.D.  and  Patrice  Live,  Eng.,  BBA  Inc.,  Tracy  Armstrong,  P.Geo.  and  Antoine  Yassa,  P.Geo., 
P&E Mining Consultants Inc., and Martial Major, Eng., Rail Cantech Inc. (the “Fire Lake North 
PFS”).   

The  technical  report  referred  to  above  is  subject  to  certain  assumptions,  qualifications  and  procedures  described 
therein.    Reference  should  be  made  to  the  full  text  of  the  technical  report,  which  has  been  filed  with  Canadian 
securities regulatory authorities pursuant to NI 43-101 and is available for review under the Corporation’s profile on 
SEDAR at www.sedar.com.  The technical report is not and shall not be deemed to be incorporated by reference in 
this AIF. 

Where  appropriate,  certain  information  contained  in  this  AIF  updates  information  derived  from  such  technical 
report.    Any  updates  to  the  scientific  or  technical  information  derived  from  such  technical  report  and  any  other 
scientific  or  technical  information  contained  in  this  AIF  was  prepared  by  or  under  the  supervision  of  Jean-Luc 
Chouinard, Eng., M. Sc., who is a “Qualified Person” in accordance with NI 43-101. 

The Fire Lake North PFS is the current technical report for the Consolidated Fire North Project, the Corporation’s 
only material property.   

“dmtu” 

“IRR” 

“Indicated Mineral 
Resource” 

“Inferred Mineral 
Resource” 

“m”  

“MRE” 

“Mtpa” 

“Measured Mineral 
Resource” 

SELECTED TECHNICAL TERMS 

means dry metric tonne unit. 

means internal rate of return. 

means that part of a Mineral Resource for which quantity, grade or quality, densities, 
shape and physical characteristics can be estimated with a level of confidence sufficient 
to  allow  the  appropriate  application  of  technical  and  economic  parameters  to  support 
mine planning and evaluation of the economic viability of the deposit. The estimate is 
based  on  detailed  and  reliable  exploration  and  test  information  gathered  through 
appropriate techniques from location such as outcrops, trenches, pits, workings and drill 
holes  that  are  spaced  closely  enough  for  geological  and  grade  continuity  to  be 
reasonably assumed. 

means 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 
locations such as outcrops, trenches, pits, workings and drill holes. 

means metre. 

means a Mineral Resource estimate. 

means million tonnes per annum. 

means that part of a Mineral Resource for which quantity, grade or quality, densities, 
shape  and  physical  characteristics  are  so  well  established  that  they  can  be  estimated 
with  confidence  sufficient  to  allow  the  appropriate  application  of  technical  and 
economic  parameters  to  support  production  planning  and  evaluation  of  the  economic 
viability  of  the  deposit.  The  estimate  is  based  on  detailed  and  reliable  exploration, 
sampling  and  testing  information  gathered  through  appropriate  techniques  from 
locations  such  as  outcrops,  trenches,  pits,  workings  and  drill  holes  that  are  spaced 
closely enough to confirm both geological and grade continuity. 

3 

 
 
“Mineral Reserve” 

“Mineral Resource” 

“NPV” 

“NSR” 

is  the  economically  mineable  part  of  a  Measured  or  Indicated  Mineral  Resource 
demonstrated  by  at  least  a  Preliminary  Feasibility  Study.  This  Study  must  include 
adequate information on mining, processing, metallurgical, economic and other relevant 
factors  that  demonstrate,  at  the  time  of  reporting,  that  economic  extraction  can  be 
justified. A Mineral Reserve includes diluting materials and allowances for losses that 
may occur when the material is mined.  

means a concentration or occurrence of diamonds, natural solid inorganic material, or 
natural solid fossilized organic  material including base and precious metals, coal, and 
industrial  minerals  in  or  on  the  earth’s  crust  in  such  form  and  quantity  and  of  such  a 
grade or quality that it has reasonable prospects for economic extraction. The location, 
quantity,  grade,  geological  characteristics  and  continuity  of  a  Mineral  Resource  are 
known, estimated or interpreted from specific geological evidence and knowledge. 

means Net Present Value. 

means  net  smelter  return,  namely,  the  gross  revenue  from  a  resource  extraction 
operation, less transportation, insurance, and processing costs.   

“NSR Royalty” 

means a defined percentage of the NSR. 

“Preliminary Economic 
Assessment” or “PEA” 

means  a  study,  other  than  a  Preliminary  Feasibility  Study  or  feasibility  study,  that 
includes an economic analysis of the potential viability of Mineral Resources. 

“Preliminary Feasibility 
Study” or “PFS” 

“Probable Mineral 
Reserve” 

“Proven Mineral 
Reserve” 

means a comprehensive study of the viability of a mineral project that has advanced to 
a  stage  where  the  mining  method,  in  the  case  of  underground  mining,  or  the  pit 
configuration, in the case of an open pit, has been established and an effective method 
of mineral processing has been determined, and includes a financial analysis based on 
reasonable  assumptions  of  technical,  engineering,  legal,  operating,  economic,  social, 
and  environmental  factors  and  the  evaluation  of  other  relevant  factors  which  are 
sufficient  for  a  qualified  person,  acting  reasonably,  to  determine  if  all  or  part  of  the 
Mineral Resource may be classified as a Mineral Reserve. 

means  the  economically  mineable  part  of  an  Indicated  and,  in  some  circumstances,  a 
Measured  Mineral  Resource demonstrated by  at  least  a  Preliminary  Feasibility  Study.  
This  study  must  include  adequate  information  on  mining,  processing,  metallurgical, 
economic,  and  other  relevant  factors  that  demonstrate,  at  the  time  of  reporting,  that 
economic extraction can be justified. 

means the economically mineable part of a Measured Mineral Resource demonstrated 
by  at  least  a  Preliminary  Feasibility  Study.    This  study  must  include  adequate 
information on mining, processing, metallurgical, economic, and other relevant factors 
that demonstrate, at the time of reporting, that economic extraction is justified. 

“t” or “tonne” 

means a measure of weight equal to 1,000 kilograms or 2,204 pounds. 

“Total Iron” 

“waste” 

means all forms of  iron which can be digested by four acid digestion or peroxide fusion 
methods.  

means  barren  rock  in  a  mine,  or  mineralized  material  that  is  too  low  in  grade  to  be 
mined and milled at a profit. 

4 

For  ease  of  reference,  the  following  factors  for  converting  imperial  measurements  into  metric  equivalents  are 
provided: 

METRIC EQUIVALENTS 

To convert imperial 
measurement units 

To metric 
measurement units 

Divide by 

Inches 
Troy ounces 
Acres 
Pounds 
Miles 
Feet 
Inches 
Short Tons 

Centimetres 
Grams 
Hectares 
Kilograms 
Kilometres 
Metres 
Millimetres 
Tonnes 

0.3939 
0.03215 
2.4711 
2.2046 
0.6214 
3.2808 
0.03937 
1.1023 

CORPORATION PROFILE AND CORPORATE STRUCTURE 

The  full  corporate  name  of  the  Corporation  is  Champion  Iron  Limited.    Champion  is  an  exploration  corporation 
focused on discovering and developing significant iron ore resources in eastern Canada, particularly in Québec and 
Newfoundland  and  Labrador.    The  Corporation  is  one  of  the  largest  stakeholders  of  mineral  concessions  in  the 
Fermont  Iron  Ore  District  of  Québec  at  its  wholly-owned  Fermont  Property  Holdings  (“Fermont  Property 
Holdings”) and has significant other interests in iron mineral properties.  The Corporation is focused on developing 
its Consolidated Fire Lake North Project (“CFLN”) where a Feasibility Study is currently underway. 

Head Office and Other Offices 

The Corporation’s head office, registered office and mailing address is 91 Evans Street, Rozelle, New South Wales 
2039, Australia. The Corporation also has two offices in Canada with one located at 20 Adelaide Street East, Suite 
301, Toronto, Ontario, M5C 2T6 and the other at 630 René Lévesque Ouest, Bureau 1850, Montréal, Québec H3B 
1S6.  

Legal Matters 

Champion  Iron  Limited  was  incorporated  in  Australia  (Australian  Company  Number  –  CAN  –  119  770  142). 
Champion  Iron  Limited  is  registered  in  Western  Australia  under  the  Companies  Act  2001.  The  Constitution  of 
Champion  Iron  Limited  was  amended  to  comply  with  the  TSX  requirements  relating  to  the  retirement  and  re-
election of directors at the Corporation’s Annual General Meetings. 

The Corporation is a reporting issuer in all Canadian provinces other than Québec. 

The  Ordinary  Shares  are  listed  for  trading  on  the  Australian  Stock  Exchange  (“ASX”)  and  the  Toronto  Stock 
Exchange (“TSX”) under the symbol “CIA”. 

The  Corporation’s  wholly-owned  subsidiary,  Champion  Iron  Mines  Limited,  is  registered  as  an  extra-provincial 
corporation to carry on business in the Province of Newfoundland and Labrador and the Province of Québec. 

5 

 
 
 
Corporate Structure 

100% 

100% 

97.5% 

100% 

100% 

Champion  Iron  Mines  Limited  is  incorporated  in  Canada  under  the  Business  Corporations  Act  of  Ontario.  CIP 
Magnetite Pty Ltd is registered under the Companies Act 2001 in Australia.  CIP Magnetite Ltd is incorporated in 
Canada under the Corporations Act of Newfoundland and Labrador. 

DESCRIPTION AND GENERAL DEVELOPMENT OF THE BUSINESS 
INCLUDING THREE-YEAR HISTORY 

Three-Year History 

During 2011, the Corporation was focused on two projects with gold and nickel potential, the Ennuin Project located 
in Western Australia and the Mozambique Project, located in Mozambique, Africa. 

The  Ennuin  Project  was  held  by  the  Corporation’s  wholly-owned  subsidiary,  Mamba  Goldfields  Pty  Ltd.  It 
comprises  two (2)  granted  exploration  licenses  E77/1896  and  E77/1897  and  two  (2)  granted  prospecting  licenses 
P77/4041 and P77/4042, located 28 kilometres north and 32 kilometres northwest of Bullfinch, Western Australia, 
respectively.    The  Ennuin  Project  was  considered  prospective  for  gold  and  nickel  due  to  its  proximity  to  the 
Bullfinch Greenstone Belt. 

6 

 
 
 
  
 
 
 
 
 
The Mozambique Project was held by the Corporation’s 98.5% owned Mozambique subsidiary, Mambas Minerais 
Limitada, (“Mambas Minerais”). Previously, Mambas Minerais held rights to both the Nhamucuarara concession 
(“Nhamucuarara”)  and  the  Chua  concession  (“Chua”).  However,  following  the  completion  of  an  environmental 
impact study, Mambas Minerais allowed Nhamucuarara to lapse. 

While its other projects were under review in 2012, the Corporation was focused on seeking out and reviewing new 
projects  that  would  have  the  potential  to  build  significant  long-term  shareholder  value.  On  July  30,  2012,  the 
Corporation    announced  that  it  had  entered  into  an  agreement  to  acquire  the  Snelgrove  Lake  Project  (“CIP  Mag 
Option”)(“Snelgrove”)  by  acquiring  CIP  Magnetite,  the  holder  of  the  option  over  the  Snelgrove  Lake  Project 
(“Altius Option”), a highly prospective Iron Ore project located in Canada’s premier iron ore district, the Labrador 
Trough  in  Newfoundland  and  Labrador.  On  August  31,  2012,  the  Corporation  lodged  a  prospectus  to  raise 
A$3,150,000  to  provide  funds  towards  exploration  on  the  Snelgrove  Lake  Project.  Shareholder  approval  to  the 
proposed acquisition was received on September 10, 2012. 

The Corporation commenced a drilling program at Snelgrove in February 2013 and 8 diamond holes were drilled for 
a  total  of  1,861  metres.  The  program  identified  hematite  mineralisation  at  the  CLC  area,  with  a  potential  strike 
length of approximately 2 kilometres and a true width of 150 metres. The prospect has hematite mineralisation from 
between 15 metres to at least 240 metres below surface and remains open at depth. Assays indicate average Fe of 
52% over mineralised intersections, with grades of up to 63% and 65% encountered.  

With  this  success,  the  Corporation  decided  to  withdraw  from  its  involvement  in  the  Ennuin  Project  in  Western 
Australia and in the Chua concession in Mozambique.   

In July 2013, the Corporation confirmed that it had exercised an option to acquire CIP Magnetite with 32 million 
performance shares to be issued in August 2013. Through the 2013 summer, the Corporation completed extensive 
airborne and ground gravity surveys as well as an eight-hole 814-metre diamond drilling program at the Snelgrove 
Lake Project in Labrador, Canada. This work confirmed strike potential of hematite mineralization up to 4km with 
potential  for  another  1.5km.  Drilling  from  the  summer  program  has  confirmed  hematite  mineralisation  along  the 
strike length tested with the remaining approximate length of 1.5km untested.  

On  December  6,  2013,  the  Corporation  announced  that  it  had  entered  into  a  definitive  arrangement  agreement  to 
effect a business combination of the Corporation and Champion Iron Mines Limited, a Canadian iron ore developer. 
On  March  31,  2014,  the  business  combination  was  completed  pursuant  to  which  the  Corporation  and  a  wholly-
owned subsidiary, Champion Exchange Limited, acquired all 137,895,609 outstanding common shares of Champion 
Iron  Mines  Limited  under  a  court-approved  plan  of  arrangement  (the  “Arrangement”).  Under  the  Arrangement, 
each  Champion  Iron  Mines  Limited  shareholder  became  entitled  to  receive  0.7333333  ordinary  shares  of  the 
Corporation for each Champion Iron Mines Limited common share held (the “Exchange Ratio”). Certain eligible 
Champion  Iron  Mines  Limited  shareholders  elected  to  receive  all  or  part  of  their  consideration  in  the  form  of 
exchangeable shares of Champion Exchange Limited. The Arrangement also resulted in the issuance of  replacement 
stock options of the Corporation to holders of outstanding Champion Iron Mines Limited options (as adjusted by the 
Exchange Ratio). 

The Corporation’s Ordinary Shares are listed for trading on both the Australian Securities Exchange and the Toronto 
Stock Exchange. 

Champion Iron Mines Limited holds 100% of the Fermont Property Holdings, including its flagship Consolidated 
Fire Lake North Property, which is located in Canada’s major iron ore producing district in the Labrador Trough in 
the province of Quebec and which is described in detail under “Material Properties”. 

Concurrent with the closing of the Arrangement, the Corporation closed an A$10 million equity financing at A$0.50 
per ordinary share. This financing strengthened the Corporation’s balance sheet and provided financial flexibility for 
its  development  plans.  The  net  proceeds  provided  the  Corporation  with  working  capital  to  be  applied  to  fund  a 
bankable feasibility study on its Consolidated Fire Lake North Project, where additional infill drilling is ongoing. 

7 

 
 
 
 
 
 
 
 
 
 
Description of the Business 

The Corporation is a mineral exploration and development corporation focused on the acquisition, exploration and 
development of iron ore deposits, in North-Eastern Québec and Newfoundland and Labrador. Since its adoption of a 
business strategy to carry on business as a resource exploration corporation, the Corporation has acquired a number 
of significant mining exploration properties, primarily in Newfoundland and Labrador and North-Eastern Québec. 

The Corporation has interests in numerous mineral property claims located in three distinct areas of Newfoundland 
and Labrador and North-Eastern Québec referred to herein as follows: 

(i) 

(ii) 

the “Fermont Property Holdings” located in Québec; 

the “Snelgrove” located in Labrador; and 

(iii) 

the “Powderhorn Property” and “Gullbridge Property”, each located in Newfoundland. 

At this time, the Corporation is focusing its resources on certain groupings of claims within the Fermont Property 
Holdings. The Corporation’s wholly-owned Fermont Property Holdings consist of 14 properties covering 747 square 
kilometres located in the Fermont Iron Ore District (the “FIOD”) of northeastern Quebec, which is 250 km north of 
the St. Lawrence port town of Port-Cartier, and ranging from 6 to 80 km southwest of Fermont. In accordance with 
NI 43-101 technical reporting purposes, the Fermont Property Holdings’ Fire Lake North, Oil Can, Bellechasse and 
Midway properties were consolidated and designated the CFLN, the Corporation’s flagship project and the only one 
which it considers material. Although three other properties within the Fermont Property Holdings contain NI 43-
101 Mineral Resources, namely the Harvey-Tuttle Project, the Penguin Lake Project and the Moire Lake Project, the 
Corporation does not consider them to be material. Likewise, the Corporation does not consider its interests in the 
Snelgrove, Powderhorn Property or Gullbridge Property to be material. 

The Fermont Property Holdings are grouped into three clusters from north to south, termed Clusters 1, 2 and 3, as 
outlined in Map 1. 

The Fermont Property Holdings are located in proximity to and locally contiguous to an operating iron mine and a 
number of former operating iron mines and projects currently being developed for iron mining.  

Table  1  sets  out  the  current  NI  43-101  compliant  In-Pit  Mineral  Resource  Estimates  for  the  Fermont  Property 
Holdings by Property1: 

8 

 
 
 
 
 
Table 1: In-Pit Mineral Resource Estimates – Fermont Property Holdings 

Property 

Cluster 

Deposit 

Current Mineral Resources Estimates at 15% Iron Cut-Off 
Indicated 

Measured 

Inferred 

Moire Lake 
Consolidated 
Fire Lake North 

1 

2 

Harvey-Tuttle 
O'Keefe-Purdy 
Hope Lake 
Casse Lake 
Claire Lake 
Audrey-Ernie 2 
Three Big 
Lakes 2 
Aubertin-
Tougard Lakes2 
Jeannine Lake 2 
Silicate-Brutus 
Lakes2 

Penguin Lake 2 
Black Dan2 

2 
2 
2 
2 
2 
3 

3 

3 
3 

3 

3 
3 

Lac Moire 
Fire Lake 
North-West 
Fire Lake 
North-East 
Fire Lake 
North-Don 
Lake 
Subtotal-Fire 
Lake North 
Oil Can 
(Oxide) 
Oil Can 
(Mixed) 
Bellechasse 
Midway 
Total -CFLN 
Harvey-
Tuttle 

 Penguin 
Lake 

tonnes 
millions 
- 

grade 
tonnes 
FeT%  millions 

- 

163.9 

grade 
grade 
tonnes 
FeT%  millions  FeT% 
29.4 
416.9 
30.5 

23.5 

35.4 

403.6 

32.6 

301.1 

31.2 

3.0 

34.2 

261.2 

29.6 

178.7 

29.0 

0.4 

21.4 

52.1 

26.5 

186.8 

25.3 

26.9 

35.1 

716.9 

31.1 

666.6 

29.0 

- 

- 

- 

- 

967.0 

33.2 

- 
- 
26.9 

- 
- 
35.1 

- 
- 
716.9 

- 
- 
31.1 

- 
- 
- 
- 
- 
- 

- 

- 
- 

- 

- 
- 

- 
- 
- 
- 
- 
- 

- 

- 
- 

- 

- 
- 

- 
- 
- 
- 
- 
- 

- 

- 
- 

- 

- 
- 

- 
- 
- 
- 
- 
- 

- 

- 
- 

- 

- 
- 

912.0 
177.2 
- 
2,722.8 

749.0 
- 
- 
- 
- 
- 

- 

- 
- 

- 

24.1 
29.2 
- 
28.9 

23.6 
- 
- 
- 
- 
- 

- 

- 
- 

- 

531.2 
- 

33.1 
- 

Fermont Property Holdings In-Pit 
Resource Totals 

26.9

35.1

880.8

31.0 

4,419.9 

28.5

1  The  current  Mineral  Resource  Estimate  was  calculated  using  the  Canadian  Institute  of  Mining,  Metallurgy  and  Petroleum 
(CIM),  CIM  Standards  on  Mineral  Resources  and  Reserves,  Definitions  and  Guidelines  prepared  by  the  CIM  Standing 
Committee  on  Reserve  Definitions.  Mineral  resources,  which  are  not  mineral  reserves,  do  not  have  demonstrated  economic 
viability.  The  mineral  resource  estimate  may  be  materially  affected  by  environmental,  permitting,  legal,  title,  taxation,  socio-
political, marketing or other relevant issues. Furthermore, the quantity and grade of estimated Inferred Resource reported herein 
are uncertain and there has been insufficient exploration to categorize them as an Indicated or Measured Resource. It is uncertain 
if further exploration will result in reclassification of Inferred Mineral Resources to the Indicated or Measured Mineral Resource 
categories. The tonnage numbers are rounded according to NI 43-101 standards. 

2 Currently under option to Cartier Iron Corporation. 

9 

 
 
 
  
  
  
  
  
  
 
 
 
 
 
 
  
 
 
 
 
 
 
 
  
 
  
 
 
 
  
  
  
  
  
  
  
  
  
  
Map 1 – Fermont Holdings 

Copies  of  the  NI  43-101  Mineral  Resource  Estimate  reports  for  Consolidated  Fire  Lake  North,  Moire  Lake, 
Bellechasse and Harvey-Tuttle are available under Champion’s filings on SEDAR at www.sedar.com and a copy of 
the  NI  43-101  Mineral  Resource  Estimate  report  for  Penguin  Lake  is  available  under  Cartier  Iron  Corporation’s 
filings on SEDAR. 

Consolidated Fire Lake North  

CFLN is located adjacent (to the north) of ArcelorMittal’s operating Fire Lake Mine and is 60 km to the south of 
Cliffs  Natural  Resources  Inc.’s  operating  Bloom  Lake  Mine  in  northeastern  Quebec.  CFLN  is  situated  at  the 
southern end of the Labrador Trough, which is known to contain coarser grained iron deposits due to higher grade 
metamorphism within the Grenville geological province. The Fermont-Wabush-Labrador City Iron Ore District is a 
world-renowned  iron  ore  mining  camp  and  is  considered  to  be  an  optimal  location  to  develop  iron  ore  resource 
projects. 

10 

 
 
 
On February 7, 2013, Champion announced the results from its Fire Lake North PFS for the Fire Lake North West 
and East deposits of the CFLN project that was performed by BBA Inc. of Montréal, Québec. The study is based on 
an initial 20-year mine life and produced a Net Present Value (“NPV”) of $3.295 billion using an 8% discount rate. 
The financial model shows an Internal Rate of Return ("IRR") of 30.9% and a capital payback period of 3.4 years. 

The Fire Lake North PFS reports that the iron process recovery of 82% yields an average production of 9.3 million 
tonnes  per  year  ("Mtpa")  of  iron  concentrate  grading  66%  total  Iron  (“FeT”)  during  a  19.6-year  mine  life.  The 
current optimized engineered pits used in the PFS yield reserves of 464.6 M tonnes grading 32.37% FeT at a 15% 
FeT  cut-off  grade  with  a  weight  recovery  of  39.9%.  The  first  five  years  of  production  will  average  9.8  Mtpa  of 
concentrate.  The  engineered  pits  recover  67%  of  the  current  In-pit  Optimized  Measured  and  Indicated  Resources 
totalling 691.3 Mt grading 31.5% FeT. The engineered pits limit the inclusion of In-pit Inferred resources to 45.8 Mt 
which are categorized as waste. 

The financial model illustrates the robust economics of the Fire Lake North West and East iron ore deposits on their 
own  merit.  With  the  adjacent  resources  within  the  CFLN  project  boundaries,  the  mid-term  and  long-term  growth 
profiles of this project are promising. 

The  financial  analysis  in  the  Fire  Lake  North  PFS  study  used  a  sale  price  of  $115  per  tonne  of  iron  concentrate 
($/tonne is FOB Sept-Iles) for the first 5 years, and $110 per tonne for years 6 to 20. The Fire Lake North PFS study 
has  an  accuracy  of  +15/-10%,  which  is  considered  industry  standard  for  capital  and  operating  cost  estimates  in  a 
feasibility study. The only component that was not at a feasibility study precision level in the Fire Lake North PFS is 
a proposed multi-user rail infrastructure component.  

In  order  to  complete  the  Fire  Lake  North  PFS  in  a  timely  manner,  Champion  included  the  metrics  from  its  Rail 
Cantech feasibility study completed in August 2012. This study is based on a 310 km railway designed for an initial 
capacity of 20 Mtpa that is located on the east side of the Ste. Marguerite River, starting at the CFLN project loading 
station and ending in the Pointe Noire area of the Sept-Îles port.  Therefore, the Fire Lake North PFS includes an 
estimated cost of $9.47/tonne of concentrate for rail debt service in addition to $4.80/tonne for operations, totalling 
$14.27/tonne  based  on  9.3  Mtpa  mine-life  average  production  of  iron  concentrate.  This  is  a  higher  cost  than  the 
estimated  rates  for  a  multi-user  rail  transportation  solution.  Nonetheless,  it  shows  that  the  project  economics  are 
strong enough to support the construction of a new 310 km railway on its own.  

Excluding  the  rail  transportation  capital  cost  component,  the  total  capital  expenditures  during  the  pre-production 
period were estimated at $1.39 billion of which $227.3 million is allocated to the Pointe Noire concentrate stockyard 
facilities.  The cost  to develop  the  CFLN  concentrator  and site facilities  near Fermont  totals $1.167 billion,  which 
equates  to  a  capital  intensity  of  $125/tonne  for  the  9.3  million  tonnes  of  annualized  production  of  iron  ore 
concentrate.  

This Fire Lake North PFS study takes into consideration the usage of the Sept-Iles multi-user Port facility project 
that is currently in construction and planned for completion in 2014. However, subsequent to the release of the Fire 
Lake  North  PFS,  on  June  28,  2013,  Champion  terminated  its  July  2012  agreement  related  to  the  multi-user  port 
facilities proposed at Pointe Noire, Sept-Îles, Quebec. 

Table 2 below details the Fire Lake North PFS pre-production capital costs: 

11 

 
 
 
Table 2: Pre-production Capital Costs 

Mine equipment and pre-stripping 

Site infrastructure  

Concentrator including load out facilities 

Environmental and Tailings Management 

Other Pre-production Costs (rail rolling stock lease) 

Port Facilities: Car dumper, stacker/reclaimer, stockyard 

Railway (Owner’s cost for 310 km distance including turnaround loop and sidings) 

Indirect Costs (including Owner’s Costs) 

Sub Total 

Contingency (10%) 

Grand Total (100% of the project) 

Operating costs as per the PFS are outlined in Table 3: 

C$ million

133.7

192.0

410.7

85.0

13.4

158.3

200.0

1,193.2

300.2

114.6

1,607.9

Table 3: Operating Costs 

Cost Parameters 

Mining 

Concentrator crushing and processing 

Site Infrastructure Maintenance, & General Administration

Environmental Tailings and Management 

Rail Transport including lease for rolling stock 
Port facilities 1 

($/Tonne of Concentrate) 

Average
20 years 

Average 
years 1 to 5 

18.89 

4.38 

4.05

0.13

4.80

2.34

12.76  

3.89  

3.66  

0.12  

5.42  

2.14  

Total Direct Operating Cost 

34.58 

27.99  

Railway capital repayment ( $1,133.6 million) 
Railway interest payment  ($592.6 million) 

6.22
3.25

7.40 
7.29 

Total operating cost 

44.05

42.68 

1 Subsequent to the release of the PFS, on June 28, 2013, Champion terminated its July 2012 agreement related to the multi-user 
port facilities proposed at Pointe Noire, Sept- Îles, Quebec. 

Optimization  of  the  mine-life  production  schedule  resulted  in  a  strip  ratio  of  1.56:1  (waste/ore)  for  the  first  three 
years of production, 2.02:1 for the first five years of operation; and a 2.74:1 strip ratio for the current 20-year mine-
life. 

Results from the Fire Lake North PFS indicate that the CFLN project is a very technically feasible and economically 
robust  project  with  a  Base  Case  scenario  including  one  production  line  yielding  9-10  Mtpa  of  concentrate  from 
464.6 M tonnes of in-pit reserves processed over a 20-year mine-life. The Fire Lake North PFS study is based on a 
stand-alone operation at CFLN and does not consider the current Mineral Resources identified at other iron deposits 
located  on  the  CFLN  Property.  The  outstanding  mid-term  and  long-term  growth  profiles  for  the  Corporation  are 
evident from mineral resources identified within the CFLN Property and surrounding Fermont Property Holdings. 

The  Corporation  is  not  in  commercial  production  on  any  of  its  mineral  resource  properties  and,  accordingly,  the 
Corporation has no revenues. The Corporation finances its operations by raising capital in the equity markets. 

12 

 
 
 
 
 
 
 
Employees 

As  at  March 31,  2014,  the  Corporation  had  8  full-time  employees  and  13  consultants  primarily  working  out  of 
Sydney, Australia, Toronto, Ontario and Montreal, Québec. As at the date hereof, the Corporation has 5 full-time 
employees located in Sydney, one full-time employee located in Toronto, 2 full-time employees located in Montreal, 
Québec,  and  13  consultants  primarily  working  out  of  Sydney,  Toronto  and  Montreal.  The  Corporation’s  use  of 
consultants is a strategy consistent with that of many  mineral exploration and development companies in order to 
manage costs. Four of Champion’s executive officers are engaged by consulting companies to provide services to 
Champion.  

Champion is dependent on the services of key executives, including the Executive Chairman and Chief Executive 
Officer  and  a  small  number  of  highly  skilled  and  experienced  executives  and  personnel.    See  “Risk  Factors – 
Dependence on Key Personnel”. 

Environmental Protection 

All phases of Champion’s operations are subject to environmental regulation in the jurisdictions in which it operates.  
These  regulations  mandate,  among  other  things,  the  maintenance  of  air  and  water  quality  standards  and  land 
reclamation.    They  also  set  forth  limitations  on  the  generation,  transportation,  storage  and  disposal  of  solid  and 
hazardous waste.  These regulations set forth a wide range of sanctions and penalties, both criminal and civil, for 
violations of the regulations. 

To date, applicable environmental legislation has had no material financial or operational effects on Champion.  See 
also “Risk Factors – Environmental Regulations”. 

Competitive Conditions 

The mineral exploration and mining industry is intensely competitive in all its phases.  The Corporation competes 
with many other mineral exploration companies which have greater financial resources and experience.  The market 
price  of  metals  and  minerals  is  determined  in  international  markets,  is  volatile  and  is  beyond  the  Corporation’s 
control.  See “Risk Factors – Competition” and “Risk Factors – Fluctuating Prices”. 

RISK FACTORS 

An  investment  in  securities  of  the  Corporation  is  highly  speculative  and  involves  significant  risks.  If  any  of  the 
events  contemplated  in  the  risk  factors  described  below  or  in  the  documents  incorporated  by  reference  actually 
occur,  the  Corporation’s  business  may  be  harmed  and  its  financial  condition  and  results  of  operation  may  suffer 
significantly.  In  that  event,  the  trading  price  of  the  Common  Shares  could  decline,  and  purchasers  of  Common 
Shares  may  lose  all  or  part  of  their  investment.  The  risks  described  herein  and  in  the  documents  incorporated  by 
reference herein are not the only risks facing the Corporation. Additional risks and uncertainties not currently known 
to the Corporation, or that the Corporation currently deems immaterial, may also materially and adversely affect its 
business. 

Nature of Mineral Exploration and Mining 

At the present time, the Corporation does not hold any interest in a mining property in production. The Corporation's 
viability and potential for success lie in its ability to develop, exploit and generate revenue out of mineral deposits. 
The exploration and development of mineral deposits involve significant financial risks over a significant period of 
time which even a combination of careful evaluation, experience and knowledge may not eliminate. While discovery 
of  a  mine  may  result  in  substantial  rewards,  few  properties  which  are  explored  are  ultimately  developed  into 
producing  mines.  Major  expenses  may  be  required  to  establish  reserves  by  drilling  and  to  construct  mining  and 
processing  facilities  at  a  site.  It  is  impossible  to  ensure  that  the  current  or  proposed  exploration  programs  on 
exploration properties in which Champion has an interest will result in a profitable commercial mining operation. 

The operations of the Corporation are subject to all of the hazards and risks normally incidental to exploration and 
development of mineral properties, any of which could result in damage to life or property, environmental damage 
and  possible  legal  liability  for  any  or  all  damage.  The  activities  of  the  Corporation  may  be  subject  to  prolonged 
disruptions due to weather conditions depending on the location of operations in which the Corporation has interests. 

13 

 
 
 
Hazards, such as unusual or unexpected formation, rock bursts, pressures, cave-ins, flooding or other conditions may 
be encountered in the drilling and removal of material. While the Corporation may obtain insurance against certain 
risks in such amounts as it considers adequate, the nature of these risks are such that liabilities could exceed policy 
limits  or  could  be  excluded  from  coverage.  There  are  also  risks  against  which  the  Corporation  cannot  insure  or 
against  which  it  may  elect  not  to  insure.  The  potential  costs  which  could  be  associated  with  any  liabilities  not 
covered by insurance or in excess of insurance coverage or compliance with applicable laws and regulations may 
cause  substantial  delays  and  require  significant  capital  outlays,  adversely  affecting  the  future  earnings  and 
competitive position of and, potentially, its financial position. 

Whether  a  mineral  deposit  will  be  commercially  viable  depends  on  a  number  of  factors,  some  of  which  are  the 
particular  attributes  of  the  deposit,  such  as  its  size  and  grade,  proximity  to  infrastructure,  financing  costs  and 
governmental regulations, including regulations relating to prices, taxes, royalties, infrastructure, land use, importing 
and  exporting  and  environmental  protection.  The  effect  of  these  factors  cannot  be  accurately  predicted,  but  the 
combination of these factors may result in the Corporation not receiving an adequate return on invested capital. 

Potential Land Claims – First Nations Groups 

The Corporation conducts its operations in western Labrador in the Province of Newfoundland and Labrador and in 
north-eastern Québec, which areas are subject to conflicting First Nations land claims. Aboriginal claims to lands, 
and the conflicting claims to traditional rights between aboriginal groups, may have an impact on the Corporation’s 
ability to develop its properties. The boundaries of the traditional territorial claims by these groups, if established, 
may  impact  the  areas  which  constitute  the  Corporation’s  properties.  Mining  licences  and  their  renewals  may  be 
affected by land and resource rights negotiated as part of any settlement agreements entered into by governments 
with First Nations.  

Pursuant to section 35 of The Constitution Act of 1982, the Federal and Provincial Crowns have a duty to consult 
Aboriginal peoples and, in some circumstances, a duty to accommodate.  When development is proposed in an area 
to which an Aboriginal group asserts Aboriginal rights and titles, and a credible claim to such rights and titles has 
been made, a developer may be required by the Crown to conduct consultations with Aboriginal groups which may 
be affected by the project and, in some circumstances, accommodate them. 

The development and the operation of the Corporation’s properties may require the conclusion of impact and benefit 
agreements (“IBAs”) and/or other agreements with the affected First Nations.  As a result of the IBAs or of other 
agreements,  the  Corporation  may  incur  significant  financial  or  other  obligations  to  affected  First  Nations.    The 
negotiation of such IBAs may also significantly delay the advancement of the properties.  The affected First Nations 
with  respect  to  the  development  and  the  operation  of  the  CFLN  Project  include  the  Innu  Takuaikan  Uashat  mak 
Mani Utenam (“ITUM”).  The Corporation is currently engaged in ongoing discussions with ITUM with regard to 
the CFLN Project.  There can be no assurance that the Corporation will be successful in reaching an IBA or other 
agreement with ITUM or other First Nations groups who may assert Aboriginal rights or may have a claim which 
affects the CFLN Project or any of the Corporation’s other projects. 

Financing Risks 

The Corporation has limited financial resources and there is no assurance that additional funding will be available to 
it  for  further  exploration  and  development  of  its  projects  or  to  fulfill  its  obligations  under  applicable  agreements. 
Although the Corporation has been successful in the past in obtaining financing through the sale of equity securities, 
there  can  be  no  assurance  that  the  Corporation  will  be  able  to  obtain  adequate  financing  in  the  future  or  that  the 
terms  of  such  financing  will  be  favourable.  Failure  to  obtain  such  additional  financing  could  result  in  delay  or 
indefinite postponement of further exploration and development of the property interests of the Corporation with the 
possible dilution or loss of such interests. 

Infrastructure 

Some  of  the  Corporation’s  properties  are  located  in  relatively  remote  areas  at  some  distance  from  existing 
infrastructure.  Active  mineral  exploitation  at  any  such  properties  would  require  building,  adding  or  extending 
infrastructure, which could add to time and cost required for mine development. 

Mining,  processing,  development  and  exploration  activities  depend,  to  one  degree  or  another,  on  adequate 
infrastructure. In order  to develop  mines  on  its  properties,  Champion will  need  to negotiate  and  conclude  various 

14 

 
 
 
 
agreements  for  various  infrastructure  requirements,  including  for  rail  transportation,  power  and  port  access  with 
various  industry  participants,  including  external  service  and  utility  providers.  These  are  important  determinants 
affecting  capital  and  operating  costs.  The  Corporation  has  not  yet  concluded  agreements  with  the  relevant  rail 
companies  or  operators  necessary  for  the  transportation  and  handling  of  the  Corporation’s  planned  production  of 
iron ore and there can be no assurance that agreements on acceptable terms will be concluded. The Corporation is 
also in ongoing discussions with potential strategic partners to evaluate various rail transportation options (including 
a  multi-user  facility)  but  there  can  be  no  assurance  that  any  such  agreements  will  be  concluded.  The  inability  to 
conclude  any  such  agreements  –  for  rail  transportation  and  power  –  could  have  a  material  adverse  effect  on  the 
Corporation’s results of operations and financial condition and on its ability to produce or market any products from 
the projects.  

The Corporation’s CFLN Project will require access to a sea port which is currently expected to be the Port of Sept-
Îles.  With increased activity by iron mine developers, short-term shipments at the Port of Sept-Îles are expected to 
increase significantly in the future. To meet this demand, the Port of Sept-Îles is building and developing a common 
user facility at Pointe-Noire. However, there is no assurance that this common user facility will be completed, that it 
will be available to the Corporation or that the Corporation will have access to such facilities or alternative facilities 
on economically feasible terms.  

In  addition,  there  is  no  certainty  that  the  Corporation  will  be  able  to  access  sources  of  power  on  economically 
feasible terms and this could have a material adverse effect on the Corporation’s results of operations and financial 
condition.  

No Significant Revenues 

To date, the Corporation has not recorded any revenues, other than interest and investment income and management 
fees and it has no dividend record. The Corporation has not commenced commercial  production on any property. 
There  can be no  assurance  that  significant  losses  will  not  occur  in  the near future or that  the  Corporation will  be 
profitable in the future. The Corporation's operating expenses and capital expenditures may increase in subsequent 
years  as  consultants,  personnel  and  equipment  costs  associated  with  advancing  exploration,  development  and 
commercial production of the Corporation's properties increase. The Corporation expects to continue to incur losses 
unless  and  until  such  time  as  it  enters  into  commercial  production  and  generates  sufficient  revenues  to  fund  its 
continuing operations. The development of the Corporation's properties will require the commitment of substantial 
resources  to  conduct  time-consuming  development.  There  can  be  no  assurance  that  the  Corporation  will  generate 
any revenues or achieve profitability. 

Current Global Financial Condition 

Global financial markets experienced extreme and unprecedented volatility and disruption in 2008 and 2009. World 
economies  experienced  a  significant  slowdown  in  2008  and  2009  and  only  slowly  began  to  recover  late  in  2009, 
through  2010,  2011,  2012,  2013 and  into  2014,  although  the  strength  of  recovery  has  varied  by  region  and  by 
country.  In  the  latter  half  of  2011  and  2012-2013,  debt  crises  in  certain  European  countries  and  other  factors 
adversely affected the recovery.  These conditions have resulted and may continue to result in a reduction in demand 
for various resources and raw materials. As a result, access to public financing has been negatively impacted. These 
factors  may  impact  the  ability  of  the  Corporation  to  obtain  equity  or  debt  financing  in  the  future  on  favourable 
terms.  Additionally,  these  factors,  as  well  as  other  related  factors,  may  cause  decreases  in  asset  values  that  are 
deemed to be other than temporary, which may result in impairment losses. If such increased levels of volatility and 
market fluctuations continue, the Corporation's operations could be adversely impacted and the trading price of its 
Ordinary Shares may be adversely affected. 

Dilution and Future Sales of Ordinary Shares 

The  Corporation  may  issue  additional  shares  in  the  future,  which  would  dilute  a  shareholder's  holdings  in  the 
Corporation. The Corporation’s Constitution permits, among other things, the issuance of an unlimited number of 
Ordinary Shares. 

15 

The Corporation is Primarily Focussed on the Fire Lake North Project 

The  Corporation  is  focusing  much  of  its  resources  on  developing  its  CFLN  Project.  Any  adverse  development 
affecting the CFLN Project could have a material adverse effect on the Corporation’s business, prospects, financial 
performance and results of operations.  

Joint Ventures and Option Agreements 

From  time  to  time  several  companies  may  participate  in  the  acquisition,  exploration  and  development  of  natural 
resource  properties  through  options,  joint  ventures  or  other  structures,  thereby  allowing  for  their  participation  in 
larger programs, permitting involvement in a greater number of programs and reducing financial exposure in respect 
of any one program. It may also be the case that a particular company will assign all or a portion of its interest in a 
particular  program  to  another  of  these  companies  due  to  the  financial  position  of  the  company  making  the 
assignment. In determining whether or not the Corporation will participate in a particular program and the interest 
therein to be acquired by it, the directors will primarily consider the degree of risk to which the Corporation may be 
exposed  and  its  financial  position  at  that  time.  In  some  of  those  arrangements,  failure  of  a  participant  to  fund  its 
proportionate share of the ongoing costs could result in its proportionate share being diluted and possibly eliminated. 

From  time  to  time  the  Corporation  may  enter  into  option  agreements  and  joint  ventures  as  a  means  of  gaining 
property interests and raising funds. Any failure of any option or joint venture partner to meet its obligations to the 
Corporation  or  other  third  parties,  or  any  disputes  with  respect  to  third  parties’  respective  rights  and  obligations, 
could have a material adverse effect on such agreements. In addition, the Corporation may be unable to exert direct 
influence over strategic decisions made in respect of properties that are subject to the terms of these agreements. 

Going Concern 

Values  attributed  to  the  Corporation’s  assets  may  not  be  realizable.  The  Corporation  has  a  limited  history  and  its 
ability to continue as a going concern depends upon a number of significant variables. The amounts attributed to the 
Corporation’s  exploration  properties  in  its  financial  statements  represent  acquisition  and  exploration  costs  and 
should  not  be  taken  to  represent  realizable  value.  Further,  the  Corporation  has  no  proven  history  of  performance, 
revenues, earnings or success. As such, the Corporation’s ability to continue as a going concern is dependent upon 
the existence of economically recoverable resources, the ability of the Corporation to obtain the necessary financing 
to  complete  the  development  of  its  interests  and  future  profitable  production  or,  alternatively,  upon  the 
Corporation`s ability to dispose of its interests on a profitable basis. 

Dependence on Key Personnel 

The  Corporation  is  dependent  on  a  relatively  small  number  of  key  employees  or  consultants,  the  loss  of  any  of 
whom could have an adverse effect on its operations. The Corporation currently does not have key person insurance 
on these individuals. 

No Assurance of Titles 

The acquisition of title to mineral projects is a very detailed and time consuming process. Although the Corporation 
has  taken  precautions  to  ensure  that  legal  title  to  its  property  interests  is  properly  recorded  in  the  name  of  the 
Corporation or, where applicable, in the name of its joint venture partners, there can be no assurance that such title 
will  ultimately  be  secured.  Furthermore,  there  is  no  assurance  that  the  interests  of  the  Corporation  in  any  of  its 
properties may not be challenged or impugned. 

16 

 
Permits and Licenses 

The  operations  of  the  Corporation  require  licenses  and  permits  from  various  governmental  authorities.  The 
Corporation  believes  that  it  presently  holds  all  necessary  licenses  and  permits  required  to  carry  on  with  activities 
which it is currently conducting under applicable laws and regulations and the Corporation believes it is presently 
complying in all material respects with the terms of such licenses and permits. However, such licenses and permits 
are  subject  to  change  in  regulations  and  in  various  operating  circumstances.  There  can  be  no  assurance  that  the 
Corporation will be able to obtain all necessary licenses and permits required to carry out exploration, development 
and mining operations at its projects. 

Fluctuating Prices 

Factors  beyond  the  control  of  the  Corporation  may  affect  the  marketability  of  any  iron  ore  or  any  other  minerals 
discovered. Resource prices have fluctuated widely and are affected by numerous factors beyond the Corporation's 
control.    These  factors  include  market  fluctuations,  the  proximity  and  capacity  of  natural  resource  markets  and 
processing  equipment,  and  government  regulations,  including  regulations  relating  to  prices,  taxes,  royalties,  land 
tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors 
cannot be accurately predicted, but the combination of these factors may result in the Corporation not receiving an 
adequate return on invested capital and a loss of all or part of an investment in securities of the Corporation may 
result.  

Estimates of Mineral Resources 

Although  the  mineral  resource  estimates  included  herein  have  been  carefully  prepared  by  independent  mining 
experts, these amounts are estimates only and no assurance can be given that any particular level of recovery of iron 
ore or other minerals will in fact be realized or that an identified mineral deposit will ever qualify as a commercially 
mineable (or viable) ore body which can be economically exploited. Additionally, no assurance can be given that the 
anticipated tonnages and grades will be achieved or that the indicated level of recovery will be realized. Estimates of 
mineral  resources  can  also  be  affected  by  such  factors  as  environmental  permitting  regulations  and  requirements, 
weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and 
work  interruptions.  In  addition,  the  grade  of  ore  ultimately  mined  may  differ  dramatically  from  that  indicated  by 
results of drilling, sampling and other similar examinations. Short-term factors relating to mineral resources, such as 
the  need  for  orderly  development  of  ore  bodies  or  the  processing  of  new  or  different  grades,  may  also  have  an 
adverse effect on mining operations and on the results of operations. Material changes in mineral resources, grades, 
stripping  ratios  or  recovery  rates  may  affect  the  economic  viability  of  projects.  Mineral  resources  are  reported  as 
general indicators of mine life. Mineral resources should not be interpreted as assurances of potential mine life or of 
the profitability of current or future operations. There is a degree of uncertainty attributable to the calculation and 
estimation  of  mineral  resources  and  corresponding  grades.  Until  ore  is  actually  mined  and  processed,  mineral 
resources and grades must be considered as estimates only. In addition, the quantity of mineral resources may vary 
depending on mineral prices. Any material  change in resources or mineral resources, or grades or stripping ratios 
will affect the economic viability of the Corporation’s projects. 

Foreign Exchange 

Iron ore is sold in U.S. dollars thus the Corporation is subject to foreign exchange risks relating to the relative value 
of the Canadian dollar as compared to the U.S. dollar. To the extent that the Corporation generates revenues upon 
reaching  the  production  stage  on  its  properties,  it  will  be  subject  to  foreign  exchange  risks  as  revenues  will  be 
received in U.S. dollars while operating and capital costs will be incurred primarily in Canadian dollars. A decline in 
the U.S. dollar would result in a decrease in the real value of the Corporation’s revenues and adversely impact the 
Corporation’s financial performance. 

Dependence on Outside Parties 

The  Corporation  has  relied  upon  consultants,  engineers  and  others  and  intends  to  rely  on  these  parties  for 
development,  construction  and  operating  expertise.  Substantial  expenditures  are  required  to  construct  mines,  to 
establish  mineral  reserves  through  drilling,  to  carry  out  environmental  and  social  impact  assessments,  to  develop 
metallurgical  processes  to  extract  the  metal  from  the  ore  and,  in  the  case  of  new  properties,  to  develop  the 
exploration  and  plant  infrastructure  at  any  particular  site.  If  such  parties’  work  is  deficient  or  negligent  or  is  not 
completed in a timely manner, it could have a material adverse effect on the Corporation. 

17 

 
 
Reduced Global Demand for Steel or Interruptions in Steel Production 

The global steel manufacturing industry has historically been subject to fluctuations based on a variety of factors, 
including  general  economic  conditions  and  interest  rates.  Fluctuations  in  the  demand  for  steel  can  lead  to  similar 
fluctuations in iron ore demand. A decrease in economic growth rates could lead to a reduction in demand for iron 
ore. Any decrease in economic growth or steel consumption could have an adverse effect on the demand for iron ore 
and  consequently  on  the  Corporation’s  ability  to  obtain  financing,  to  achieve  production  and  on  its  financial 
performance. 

Availability of Reasonably Priced Raw Materials and Mining Equipment 

The Corporation will require a variety of raw materials in its business as well as a wide variety of mining equipment. 
To  the  extent  these  materials  or  equipment  are  unavailable  or  available  only  at  significantly  increased  prices,  the 
Corporation’s production and financial performance could be adversely affected. 

Volatility of Stock Price 

In recent years, the securities markets in Australia and Canada have experienced a high level of price and volume 
volatility, and the market prices of securities of many companies have experienced wide fluctuations in price which 
have  not  necessarily  been  related  to  the  operating  performance,  underlying  asset  values  or  prospects  of  such 
companies. There can be no assurance that continual fluctuations in price will not occur. It may be anticipated that 
any quoted market for the Ordinary Shares will be subject to market trends generally, notwithstanding any potential 
success of the Corporation in creating revenues, cash flows or earnings and that the value of the Ordinary Shares 
will be affected by such volatility. 

The Corporation’s Activities are Subject to Extensive Governmental Regulation 

Exploration,  development  and  mining  of  minerals  are  subject  to  extensive  federal,  provincial  and  local  laws  and 
regulations governing acquisition of mining interests, prospecting, development, mining, production, exports, taxes, 
labour standards, occupational health, waste disposal, toxic substances, water use, land use, land claims of aboriginal 
peoples and local people, environmental protection and remediation, endangered and protected species, mine safety 
and other matters. 

Environmental Regulations 

The  operations  of  the  Corporation  are  subject  to  environmental  regulations  promulgated  by  government  agencies 
from  time  to  time.  Environmental  legislation  provides  for  restrictions  and  prohibitions  on  spills,  releases  or 
emissions  of  various  substances  produced  in  association  with  certain  mining  industry  operations,  such  as  seepage 
from tailings disposal areas, which would result in environmental pollution. A breach of such legislation may result 
in the imposition of fines and penalties. In addition, certain types of operations require the submission and approval 
of  environmental  impact  assessments.  Environmental  legislation  is  evolving  toward  stricter  standards,  and 
enforcement,  fines  and  penalties  for  non-compliance  are  becoming  more  stringent.  Environmental  assessments  of 
proposed  projects  carry  a  heightened  degree  of  responsibility  for  companies  and  their  directors,  officers  and 
employees.  The  cost  of  compliance  with  changes  in  governmental  regulations  has  a  potential  to  reduce  the 
profitability of operations. 

The Corporation's operation is subject to environmental regulation primarily by the Department of Environment and 
Conservation (Newfoundland and Labrador) and Ministère du Développement durable, de l’Environnement et des 
Parcs  (Québec).    In  addition,  the  Department  of  Fisheries &  Oceans  (Canada)  and  the  Department  of  the 
Environment (Canada) have an enforcement role in the event of environmental incidents.   

Conflicts of Interest 

The directors and officers of the Corporation may serve as directors or officers of other public resource companies 
or  have  significant  shareholdings  in  other  public  resource  companies.  Situations  may  arise  in  connection  with 
potential acquisitions and investments where the other interests of these directors and officers may conflict with the 
interests of the Corporation. In the event that such a conflict of interest arises at a meeting of the directors of the 
Corporation, a director is required to disclose the conflict of interest and to abstain from voting on the matter. 

18 

 
 
 
Competition 

The  mineral  exploration  and  mining  business  is  competitive  in  all  of  its  phases.  The  Corporation  competes  with 
numerous  other  companies  and  individuals,  including  competitors  with  greater  financial,  technical  and  other 
resources than the Corporation, in the search for and acquisition of attractive mineral properties. The ability of the 
Corporation to acquire properties in the future will depend not only on its ability to develop its present properties, 
but  also  on  its  ability  to  select  and  acquire  suitable  properties  or  prospects  for  mineral  exploration.  There  is  no 
assurance  that  the  Corporation  will  continue  to  be  able  to  compete  successfully  with  its  competitors  in  acquiring 
such properties or prospects.   

MATERIAL PROPERTIES 

TECHNICAL INFORMATION – Consoldiated Fire Lake North Property, Fermont Property Holdings 

Ms. Tracy Armstrong, P. Geo.and Mr. Antoine Yassa, P. Geo., of P&E Mining Consultants Inc. (“P&E”) and Mr. 
André  Allaire,  Eng,  M.  Eng,  Ph.D.  and  Mr.  Patrice,  Eng,  BBA  Inc.  (“BBA”)  and  Martial  Major,  Eng,  of  Rail 
Cantech ) (collectively the “Fire Lake North PFS Authors”), prepared the Fire Lake North PFS.  Each of the Fire 
Lake  North  PFS  Authors  is  a  qualified  person  under  NI 43-101  and  is  independent  of  Champion.  The  Fire  Lake 
North  PFS  was  prepared  for  Champion  to  provide  an  independent,  NI 43-101  compliant  technical  report  on  the 
Consolidated Fire Lake North Project in the Fermont Project area.   

The information in the following section has been derived in part from and based on the assumptions, qualifications 
and procedures set out in the Fire Lake North PFS. Portions of the following section are extracts of the Fire Lake 
North PFS and are included herein with the consent of the Fire Lake North PFS Authors.  Readers should consult the 
Fire Lake North PFS to obtain further particulars regarding the Consolidated Fire Lake North Project.  Figures or 
charts  referred  to  in  this  summary  but  not  reproduced  herein  may  be  viewed  in  the  Fire  Lake  North  PFS.    Table 
references  are  to  the  tables  in  the  Fire  Lake  North  PFS  certain  of  which  are  reproduced  herein.    Technical 
information  in  this  AIF  regarding  the  Consolidated  Fire  Lake  North  Project  should  be  read  in  the  context  of  the 
qualifying statements, procedures and accompanying discussion within the complete Fire Lake North PFS and the 
summary provided herein is qualified in its entirety by the Fire Lake North PFS.  Capitalized and abbreviated terms 
appearing in the following summary shall have the meaning ascribed to such terms in the Fire Lake North PFS. 

Property Description and Location 

Champion’s  Fermont  Project  area,  comprising  the  Cluster  1,  Cluster  2  and  Cluster  3  Projects,  is  located  in  the 
Fermont Iron Ore District (FIOD) of northeastern Québec, approximately 40 km southwest of the town of Fermont 
and  250  km  north  of  the  Gulf  of  St.  Lawrence’s  port  town  of  Port-Cartier,  and  consists  of  14  iron  ore  properties 
totalling 747.2 km2.  

The  Consolidated  Fire  Lake  North  (CFLN)  Property  is  centred  at  an  approximate  Latitude  of  52°28'48"N  and 
Longitude of 67°20’19”W. 

The CFLN Property boundary has not been legally surveyed, but the perimeter generally follows the Range and Lot 
lines.  The  boundary  of  each  claim  block  was  defined  using  the  Ministère  des  ressources  naturelles  et  de  la  faune 
Québec (MRNFQ)  website  at  http://www.mrnfp.gouv.qc.ca/mines/index.jsp,  and  the  MRNFQ  GESTIM  claim 
management system. 

The  Project  is  divided  into  three (3) clusters,  designated  as  Cluster  1,  Cluster  2  and  Cluster 3,  which  are 
geographically  separated  from  one  another.  Within  each  cluster,  the  individual  properties  may  or  may  not  be 
contiguous. Cluster 2 comprises six (6) properties. The claim groups formerly designated as the Fire Lake North, Oil 
Can, Bellechasse and Midway properties are now collectively termed the CFLN Property. 

Fire  Lake  North  was  the  subject  of  a  2009  NI  43-101  Technical  Report  entitled  “Technical  Report  and  Resource 
Estimate  on  the  Bellechasse  and  Fire  Lake  North  Properties,  Fermont  Project  Area,  Québec,  Canada”  with  an 
effective date of November 10th, 2009 (Malloch et al., 2009, P&E) and a Preliminary Economic Assessment (PEA) 
and subsequent PEA update completed on Fire Lake North, entitled “Updated Resource Estimate and Preliminary 
Economic Assessment on the Fire Lake North Property, Fermont Project Area, Québec Canada”, with an effective 

19 

 
 
 
 
 
 
 
date of November 23rd, 2010, and “Update of the Preliminary Economic Assessment on the Fire Lake North Project, 
Fermont Area, Québec, Canada”, with an effective date of November 21st, 2011 and amended on March 1st, 2012. 
These reports all predate the recent NI 43-101 Technical Report entitled, “Technical Report and Mineral Resource 
Estimate  on  the  Oil  Can  Deposit  of  the  Consolidated  Fire  Lake  North  Property,  Fermont  Area,  Québec,  Canada” 
(the “Technical Report”) with an effective date of July 1st, 2012, in which Fire Lake North was a major focus. 

Fire Lake North is centred approximately 35 km south-southwest of the town of Fermont, in Gueslis and Bergeron 
Townships, 
Caniapiscau,  
northeastern Québec, at approximately 52°26'57"N Latitude and 67°19'22"W  Longitude  (UTM  NAD83  Zone  19, 
 3-B/06.  Fire  Lake  North 
the  National  Topographic  System  map  sheet 
613750E  and  5811250N) on 
comprises 340 contiguous claims covering an area of 173.12 km2 with all 340 claims held 100% by Champion. 

Municipality 

Regional 

(MRC) 

the 

of 

in 

The 340 claims that make up Fire Lake North are in good standing as at the date of this report. 

Oil Can is centred approximately 30 km south-southwest of the town of Fermont in Gueslis Township, in the MRC 
of  Caniapiscau,  northeastern  Québec,  at  approximately  52°31'32"  N Latitude  and 67°18'24"  W  Longitude  (UTM 
NAD83  Zone  19,  615312E and 5820327N)  on  the  National  Topographic  System  map  sheet 23-B/11.  Oil  Can 
comprises 86 contiguous claims covering an area of 39.65 km2 with all 86 claims held 100% by Champion. 

The 86 claims that make up Oil Can are in good standing as at the date of this report. 

Bellechasse is centred approximately 34 km southwest of the town of Fermont in Faber Township, in the MRC of 
Caniapiscau,  northeastern  Québec  at  approximately  52°32'31" N  Latitude  and  67°29'06"  W  Longitude  (UTM 
NAD83  Zone  19,  604288E,  5821470N)  on  the  National  Topographic  System  map  sheet  23B/11.  Bellechasse 
comprises 27 contiguous claims covering an area of 14.15 km2 with all 27 claims held 100% by Champion. 

The 27 claims that make up Bellechasse are in good standing as at the date of this report. 

Midway is centred approximately 30 km south-southwest of the town of Fermont, in Gueslis Township, in the MRC 
of  Caniapiscau,  northeastern  Québec  at  approximately  52°32'04"  N Latitude  and 67°22'44"  W Longitude  (UTM 
NAD83  Zone  19,  609448E,  5822041N)  on  the  National  Topographic  System  map  sheets 23-B/06 and 23-B/11. 
Midway comprises 84 contiguous claims covering an area of 44.03 km with all 84 claims held 100% by Champion. 

The 84 claims that make up Midway are in good standing as at the date of this report. 

Accessibility, Climate, Local Resources, Infrastructure and Physiography 

The western boundaries of both Fire Lake North and Midway are transected by the Trans-Québec-Labrador Road 
and  Bellechasse,  adjacent  to  and  west  of  the  Trans-Québec-Labrador  Road  (Highway 389 in  Québec  and 
Highway #500 in Labrador and Newfoundland), which runs in Québec from Baie-Comeau to Fermont, continuing 
into  Labrador  City  and  Wabush  in  Newfoundland  and  Labrador.  The  highway  provides  year-round  access  to  the 
CFLN Property. The western boundary of Oil Can is located 6 km east of the Trans-Québec-Labrador Road. 

The airport located at Wabush, Newfoundland and Labrador (NL) is the main airport servicing the region, and offers 
daily  commercial  flights  to  Montréal,  Québec  City  and  Sept-Îles  in  Québec,  and  Goose  Bay  and  St.  Johns  in 
Newfoundland  and  Labrador  via  Air  Canada  and  Provincial  Airlines.  Pascan  Aviation  Inc.  recently  commenced 
commercial  flights  between  Wabush  and  Bathurst,  New  Brunswick,  in  addition  to  their  existing  multiple  Québec 
destinations. Local air service is also available from the Wabush Water Aerodrome located adjacent to Wabush on 
Little Wabush Lake, with charter flights offered from June to October. 

The Labrador City area is accessible by train utilizing Tshiuetin Rail Transportation Inc. railway. The railway line 
links Sept-Îles to Emeril Junction and Schefferville in Québec. There are two (2) trains per week for passengers and 
community  freight.  The  Cartier  Railway  is  a  privately-owned  railway  company  that  operates 416 km  of  track 
connecting the ArcelorMittal Mont-Wright iron ore mine to the iron ore processing plant and port, located at Port-
Cartier, on the northern shore of the Gulf of St. Lawrence. The Cartier Railway is used solely for ArcelorMittal’s 
iron-ore and freight transportation. The Québec North Shore and Labrador Railway is another regional railway that 

20 

 
 
 
 
 
 
 
 
 
 
 
 
transports iron ore through northeastern Québec and western Labrador; a distance of 414 km from Labrador City, 
Labrador to the Port of Sept-Îles, Québec. 

The  Fermont  area  has  a  sub-arctic,  continental  taiga  climate  with  very  severe  winters,  typical  of  northern  central 
Québec.  Winter  conditions  last  six (6) to  seven (7) months,  with  heavy  snow  from  December  through  April.  The 
prevailing  winds  are  from  the  west  and  average 14 km  per  hour,  based  on  records  at  the  Wabush  Airport.  Daily 
average  temperatures  exceed 0°C  for  only  five (5) months  a  year.  Daily  mean  temperatures  for  Fermont  average 
minus  24.1°C  and  minus  22.6°C  in  January  and  February,  respectively.  Snowfall  in  November,  December,  and 
January generally exceeds 50 cm per month, and the wettest summer month is July with an average rainfall of 106.8 
mm. Mean daily average temperatures in July and August are 12.4°C and 11.2°C respectively. Extended daylight 
enhances  the  summer  workday  period due to  the  relatively  high  latitude.  The  early  and  late  winter  conditions  are 
acceptable for ground geophysical surveys and drilling operations. 

The town of Fermont has a population of approximately 4,000 and is the residential town for ArcelorMittal Mines 
Canada (ArcelorMittal”, formerly Québec Cartier Mining Company (QCM)); whose employees work at the Mont-
Wright  iron  operations.  The  town  was  originally  built  by  QCM  in  the  early  1970s.  Fermont  has  schools,  a 72-
room hotel, municipal and recreational facilities plus a business and shopping complex. The height-of-land, which 
determines the border between Québec and Newfoundland and Labrador, is located 10 km east of Fermont. 

The twin communities of Labrador City (27 km northeast of Fermont), and Wabush (35 km northeast of Fermont) in 
Newfoundland and Labrador, have a total population of approximately 10 000. Labrador City and Wabush were also 
developed  around  iron-ore  mining  operations  during  the  last  half-century.  The  twin  cities  offer  services  that  are 
complementary to those offered in Fermont, with a strong industrial base, medical and educational services, plus a 
variety of retail shops and grocery outlets. 

The  hydroelectric  power  supply  in  Labrador  originates  from  Churchill  Falls,  Newfoundland  and  Labrador,  which 
generates 5428 MW of power, 127 MW of which is provided to Labrador’s western region for its current needs. The 
region  has  the  lowest  average  cost  for power  in  Newfoundland  and  Labrador;  however,  the  local  system  is  being 
burdened and a second transmission line to service Labrador West is a high priority for the region. 

The Fermont-Labrador City-Wabush area, as a mining centre, is able to provide personnel, contractors, equipment 
and supplies for mining exploration and development. 

The  sub-arctic  terrain  of  Fire  Lake  North  consists  of  a  rolling  glacial  peneplain  from  500 m  to  900  m  above  sea 
level,  with  local  relief  in  the  order of 300 m.  The  area  drains  southward  to  the Gulf of  St.  Lawrence  through  the 
Nipissis and Manicouagan River systems. Glaciation has left a veneer of moraine boulder till and eskers that cover 
much  of  the  local  bedrock.  These  glacial  deposits  dominate  the  local  topography  and  control  most  of  the  surface 
drainage.  Lakes,  swamps  and  grassy  meadows  fill  bedrock  and  drift  depressions.  Most  of  the  terrain  is  thinly 
forested with a typical  mixture of fir and tamarack, with local stands of aspen and yellow birch. Ground cover is 
generally in the form of grasses, caribou moss, and shrubs; the latter typically comprising willow, arctic birch, alders 
and Labrador tea. 

History 

The  Fermont  project  area  has  been  the  subject  of  regional  mineral  exploration  assessment  by  numerous  mineral 
exploration  and  mining  companies,  from  mid-  20th  century up  to  the present day.  Since  they predated  NI 43-101, 
none of these historical assessments led to a categorization of any of the metals or minerals described therein as a 
Mineral Resource as defined in NI 43-101. There has been insufficient work to define a mineral resource, and it is 
uncertain whether further exploration will result in a mineral resource being delineated, other than those described in 
the mineral resource estimates filed by Champion on SEDAR at www.sedar.com. 

Société  d’exploration  minière  Mazarin  Inc.  evaluated  a  number  of  properties,  including  a  couple  that  partially 
covered  present-day  Fire  Lake  North  (Poisson  1989).  Work  included  mapping,  sampling  and  ground  geophysics 
mainly targeting sulphides associated with the Knob Lake Group.  

21 

 
 
 
 
 
 
 
 
 
 
BHP  Minerals  Canada  Inc.  completed  a  regional  heavy-mineral  sampling  program  in  northeastern  Québec  that 
included Fire Lake North (St-Pierre 1998). Sampling took place along lines spaced approximately 50 km apart, with 
sample  sites  at  approximately  3  km  separation  with  1561  –  25  kg  samples  collected.  Targeted  commodities  and 
deposits included diamonds, base metals associated with massive sulphide deposits, Broken Hill-type deposits, and 
gold occurrences associated with massive sulphides and shear zones. 

Anglo American Exploration (Canada) Ltd. completed a 12,750 km2 regional reconnaissance survey exploring for 
potential Broken Hill and Franklin / Sterling-type zinc deposits in the eastern part of the Gagnon Terrane, south of 
the town of Fermont (Zuran, 2003). Work included regional stream sediment, till and rock sampling at 40 sites in the 
Gagnon  Terrane.  The  sampling  program  did  not  successfully  discover  the  unique  mineralogy  associated  with 
Franklin  /  Sterling  deposits;  however,  the  report  concluded  that  the  region  had  potential  for  Broken  Hill-type 
deposits. 

Fire Lake North 

Iron formation was discovered at Fire Lake North in 1955 by QCM geologists during reconnaissance follow-up of 
an  airborne  magnetic  survey.  QCM  staked  claims  in  1955  over  known  iron  occurrences,  and  mapped  the  iron 
formation and general geology of the area southwest of Don Lake. Geologists estimated the iron content at around 
30%, and noted the discrete hematite and quartz grains that readily separated on crushing (Ferreira 1957). QCM’s 
property area was further extended with additional staking of claims in 1955 and 1956 that included claims covering 
the Half Mile Lake area of present-day Fire Lake North. Detailed geological and structural mapping of the Half Mile 
Lake area was completed in 1957 (Currie, 1957a). The entire area of the magnetic anomaly was mapped at a scale of 
200  ft.  to  the  inch  (Currie,  1957b).  The  1961  field  season  included  detailed  mapping  and  ground  geophysics 
combined with limited exploration diamond-drilling. 17 AX core drill holes totalling approximately 1,300 m were 
drilled on Fire Lake North to evaluate aeromagnetic anomalies and obtain a preliminary economic evaluation of the 
deposit. The best intersection of the drill program was 82 m at 30.61% Fe in drill hole 21A-7 (Reeve, 1961). 

Since they predated NI 43-101, none of these historical assessments led to a categorization of any of the metals or 
minerals described therein as a Mineral Resource, as defined in NI 43-101. 

An electromagnetic and magnetic survey was flown in 2000 over certain QCM properties, which included parts of 
present-day  Fire  Lake  North.  Several  strong  magnetic  anomalies  on  QCM’s  Fire  Lake  property  were  thought  to 
indicate the presence of iron formations (St-Hilaire, 2000). 

In 2008, GPR Geophysics International Inc. of Longueuil, Québec completed a 3,855 line-km airborne magnetic and 
electromagnetic (VLF-EM) geophysical survey over all properties held by Champion in the FIOD area. Follow-up 
work  included  a  helicopter-borne  reconnaissance/orientation  and  prospecting  program,  completed  during  five  (5) 
days in October 2008. The purpose of the program was to identify the iron formations, the structural geology, and to 
sample outcrops in the vicinity of the 2008-defined magnetic anomalies for comparison with type iron formations 
that host iron in the FIOD. All properties were evaluated from the air for physiographic elements (roads and trails, 
waterways,  rail  and  power  lines),  and  historical  exploration  work  (line  grids,  trenches,  and  drill  hole  sites).  For 
further  information  regarding  the  key  observations  from  this  work,  refer  to  the  Champion  news  release  dated 
November 24th, 2008. 

Champion staked additional claims in the FIOD following the reconnaissance program in October 2008. Fire Lake 
North  had  31  new  claims  added  (16.28  km2)  and  was  merged  with  the  former  Don  Lake  Property.  The  new 
combined property contains the two kilometric-scale quartz specularite ridges that were partially drill tested during 
1956. 

Prior to the commencement of Champion’s 2009 drill program, a compilation of all previous exploration work was 
completed.  Emphasis  was  put  on  historical  drill  hole  information  and  down-hole  assays.  This  information  was 
entered into a database to plot cross-sections and plans using MapInfoTM and DiscoverTM GIS and Gemcom 3D 
software. 

Fire  Lake  North  and  Bellechasse  were  selected  by  Champion  as  priority  drill  target  areas,  since  their  underlying 
airborne magnetic anomalies were located within a few kilometres of existing road and rail infrastructure. 

22 

 
 
 
 
 
 
 
 
 
The  2009  exploration  program  was  designed  as  a  4,000  m  drilling  program  to  delineate  the  Fire  Lake  North 
(including  the  Don  Lake  area)  and  Bellechasse  iron  formations,  and  to  quantify  a  near-surface  mineral  resource 
estimate.  The  secondary  goal  was  to  determine  the  spatial  and  geological  controls  on  the  mineralization  to  guide 
future drill programs. Seven (7) holes totalling 1,526.3 m were drilled on the Don and Half Lake (Demi Mille) areas 
of Fire Lake North. 

The 2010 winter drill campaign at Fire Lake North was focused on the East Limb and West Limb target areas. A 
total  of 4,130 m  were  drilled  by  Lantech Drilling  Services  of  Dieppe, New  Brunswick,  in 24 holes  at  a  drill  hole 
spacing of 400 m, from late February to early April, 2010. A total of 503 core samples, totalling 1,844.04 m of core, 
were collected from the mineralized sections and analyzed. 

A geochemistry program of bedrock channel sampling, collected from 32 sites totalling 106  samples (85 samples + 
21  QC  samples)  at  Fire  Lake  North,  was  completed  during  October 2010  by  MRB  and  Associates  of  Val-d’Or, 
Québec (MRB) and submitted to COREM Laboratories in Québec City, Québec. The average grade of the channel 
samples was 32.8% Fe, with a low of 12.4% to a high of 64.5% FeT.  

MRB  also  completed  a  bulk  sampling  program,  where  400-600  kg  of  specular  hematite  and  magnetite 
mineralization was collected from each of 16 sites on Fire Lake North during October 2010. 

Reconnaissance geological bedrock mapping was conducted intermittently by MRB geologists over a two (2) to four 
(4)-week period during the late summer and early fall of 2010, to verify the dip direction of the hematite-magnetite 
mineralization in outcrop. 

A field visit was made in July 2010 by contract employees of Champion, to the northeast iron formation to evaluate 
magnetic anomalies that were outlined here by the 2008 airborne survey. Grab samples were taken for Total Iron 
(FeT) assays from the two (2) mineralized outcrops located 2 km northeast of the East Limb, where three (3) historic 
diamond drill holes (unable to be located by Champion personnel in the field) were completed by QCM (hole #21A-
15, 21A-16, 21A-17). 

An  airborne  gravity-magnetic-LIDAR  survey  was  flown  by  Fugro  Airborne  Surveys  over  all  the  Champion-held 
FIOD properties from May 31 to July 14, 2011. The survey outlined strong magnetic signatures interpreted as iron 
formation, and was followed-up by several small local ground gravity surveys conducted during the late summer of 
2011 by Abitibi Geophysics of Val- d’Or, Québec. 

Champion carried out a diamond drilling program at the Don Lake, East (also referred to as East Pit) and West (also 
referred to as West Pit) areas of Fire Lake North, from September 2010 to August 2011. 16 new holes were drilled at 
the Don Lake area for a total of 4,805 m, 29 holes at the East area for a total of 10,642 m, and 31 new holes for a 
total of 9448 m at the West area. The total number of metres drilled in late 2010 and 2011 was 26,221 m in 84 holes. 

Feasibility Definition Drilling commenced at Fire Lake North in mid-November of 2011 and Champion completed 
Phase I in June of 2012. Drilling was focused within the proposed West area designed pit limits and the East area 
starter pit as outlined by the November 2011 PEA. More than 22,000 m of definition drilling was completed in both 
the East and West pit areas, with over 17,000 m of this being carried out in the West pit area.  

Drilling of the West Pit area defined a tight, overturned synform, gently dipping towards the east at the south end of 
the deposit, and rotating along strike so as to dip gently towards the west at the north end, with the deposit remaining 
open down-dip for the majority of its 3,500 m strike length. Specular hematite iron mineralization was delineated in 
the West pit area with approximate true widths varying from 100 m to greater than 200 m locally, extending beyond 
the limits of the PEA designed pit.  

A  total  of  4,900  m  of  definition  drilling  was  completed  in  the  East  Pit  area,  between  February  1st  and  late  April 
2012, further delineating the near-surface iron resources of Fire Lake North’s planned starter pit. The geometry of 
the  iron  formation  in  the  proposed  pit  area  is  a  steep  to  gently  southwest  dipping,  tightly-folded  synform,  which 
remained open down-dip to specular hematite mineralization for the majority of its 2,400 m strike length. 

23 

 
 
 
 
 
 
 
 
 
 
 
 
The November 2011 to August 2012 Feasibility Definition drill program was completed by Nitasi Landdrill I.P. of 
Moncton,  New  Brunswick,  Logan  Drilling  Limited  of  Stewiacke,  Nova  Scotia  and  Major  Drilling  Group 
International Inc. of Winnipeg, Manitoba. Eight (8) geomechanical drill holes, totalling 3894 m, were completed by 
the former two (2) drill contracts between November 16th, 2011 and June 25th, 2012. 

A  geological  bulk  sample  site  was  prepared  on  the  East  Pit  area  during  December  2011.  Blasting  and  sample 
extraction  were  completed  during  February  2012.  The  approximate  55  tonne  sample  was  transported  to  SGS 
Laboratory in Kirkland Lake, Ontario for analysis, and results have been discussed in Section 13.6.7 of this report. 

Oil Can  

Exploration in the region was reported as early as 1948 by United Dominion Mining Co. Ltd., with reconnaissance 
geological  prospecting  conducted  throughout  the  Pekan  River  Basin  and  Mont-Wright  area.  A  geological  map  of 
iron occurrences located at Oil Can Lake was produced in 1950 by QCM and updated in 1955. 

In  1956,  the  Jones  and  Laughlin  Steel  Corp.  carried  out  an  air  photography  lineament  study  as  well  as 
reconnaissance mapping, covering 135 square miles from the eastern Labrador- Québec border to longitude 67°30’ 
in  the  west.  In  1961,  it  was  reported  by  P.J. Clarke  that  the  iron  content  increases  in  the  iron  formations  located 
south of Oil Can Lake. 

There are four (4) drill holes reported to have been drilled at Oil Can in 1956 by QCM. The holes, with a maximum 
depth of 138.7 m, were inclined at 45° toward the west and designed to crosscut the iron formation (GM #05485-B). 
The report states that the core was split, and samples were sent for analysis, however, no assay results were reported. 
Since they predated NI 43-101, none of these historical assessments led to a categorization of any of the metals or 
minerals described therein as a Mineral Resource, as defined in NI 43-101. 

Oil Can was inactive from 1957 until recently, even though exploration companies were aware of the iron formation 
underlying Oil Can. The remoteness of the area and the discovery of other nearby deposits made Oil Can a lower 
priority target that had essentially remained unexplored. 

An airborne survey was carried out over the Fermont Properties for Champion, including Oil Can, in the summer of 
2008  by  GPR  Geophysics  International  Inc.  of  Longueuil,  Québec.  The  survey  included  magnetic,  gamma-ray 
spectrometry and EM-VLF. Iron mineralization was well defined by the magnetic survey, with the magnetite-rich 
iron  formations  defined  as  magnetic  high  anomalies,  and  some  of  the  hematite-rich  iron  formations  and  zones  of 
secondary iron enrichment resulting from near-surface oxidation, defined by magnetic low anomalies. 

The 2011 airborne magnetic-response surveys delineated four (4) zones of strong magnetic anomalies interpreted as 
iron  formations  on  Oil  Can,  namely  the  North,  Central,  South  and  East  zones  (see  Figure  7.7).  These  zones  are 
discussed in Sections 7.6 and 7.10.2. 

Champion’s  2011  helicopter-supported  diamond  drill  program  was  the  first  ground  exploration  or  drilling 
undertaken  on  Oil  Can  since  acquiring  an  interest  in  May  of  2008.  Magnetic  inversion  techniques  were  used  to 
determine the geometry of the iron formation source, in order to design drillhole targets. Lantech Drilling Services 
Inc. of Dieppe, New Brunswick and Nitasi Landdrill LP, of Moncton, New Brunswick, were commissioned to carry 
out  drilling  to  test  several  magnetic  anomalies  on  Oil  Can.  Drilling  commenced  on  August  5th,  2011  and  was 
completed on December 9th, 2011. 

A  total  of  19  diamond  drill  holes  (either  HQ-  or  NQ-diameter  in  size),  from  hole  OC11-01  to  OC11-19,  were 
completed  over  a  total  length  of  8,435.77 m.  Eighteen  of  the  19  holes  intersected  significant  iron  mineralization 
(hole OC11-18 did not reach its intended target and was abandoned after 180.0 m). The drill program tested 5.5 km 
of  an  approximate  6.5 km  strike  length  of  favourable  magnetic  responses  on  Oil  Can.  Seven  (7)  holes  were 
completed at the North Zone, five (5) at the Central Zone, four (4) at the South Zone and three (3) at the East Zone. 

24 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Bellechasse 

Since  they  predated NI  43-101,  none of  the  following  historical  assessments  led  to  a  categorization  of  any of  the 
metals or minerals, described therein, as a Mineral Resource. 

Bellechasse Mining Corporation Ltd. (Bellechasse Mining) commissioned a regional aero magnetic survey in 1956 
over the area that included Bellechasse. Anomalies identified by the survey were staked by Bellechasse Mining with 
follow-up  dip-needle  surveying,  geological  mapping  and  preliminary  sampling  completed  during  1956.  Stripping 
and trenching were attempted, but due to extensive overburden, a complete cross section could not be obtained, and 
sampling  of  the  iron  formation  was  made  difficult.  The  iron  formation  was  noted  to  be  of  a  quartzite  type  with 
magnetite and hematite mineralization. The company also noted that the iron formation strikes northwesterly, with a 
55°  to  60°  northeasterly  dip,  and  lies  within  a  southwestern  limb  of  a  fold  structure,  possibly  a  syncline  (Porter, 
1958).  Bellechasse  Mining  undertook  detailed  local  geological  mapping  and  petrographic  studies  on  their  Ochre 
Lake Property (present day Bellechasse), and recommended a detailed magnetometer survey over the mineralization 
to  fully  delineate  and  assess  the  economic  potential  of  the  deposit  (Porter,  1960).  Mapping  traced  the  outcrop 
exposure of the iron formation for approximately 800 m on Bellechasse, with an additional 820 m under glacial till. 
Upon review of Bellechasse in 1962, sampling of the mineralization and concentration testwork, in addition to the 
magnetometer survey, was recommended (Hogan, 1962). 

Canadian  Javelin  Ltd.  (Canadian  Javelin)  completed  an  airborne  magnetic  survey  over  an  area,  which  included 
Bellechasse  (Canadian  Javelin  1959).  The  survey  did  not  identify  any  new  occurrences  of  iron,  but  it  accurately 
located and delineated the iron formation in the survey area. 

Jubilee  Iron  Corporation  evaluated  their  properties  in  the  FIOD;  work  included  airborne  and  ground  magnetic 
surveys,  geological  mapping  and  diamond  drilling.  Jubilee’s  North  Lake  property  included  part  of  present-day 
Bellechasse (Retty, 1960). 

Kelly Desmond Mining Corporation Limited (Kelly Desmond) acquired the property by staking 32 claims in 1960. 
Its 1962 geophysical program included ground magnetic and gravimetric surveys over anomalies on their Gull Lake 
Property  (includes  present  day  Bellechasse)  as  a  follow-up  to  their  1960  airborne  geophysical  survey 
(Christopher, 1962a). Diamond drilling was recommended on the anomalies identified by the geophysical surveys 
(Christopher, 1962b, Thoday, 1962). A limited drill program of 14 holes totalling approximately 1600 m (Bergmann 
1963)  was  carried  out  during  1963-1965  on  the  southeastern  part  of  the  geophysical  anomaly.  All  holes  were 
collared and ended in the iron formation, and were sampled. Bergmann (1963) reported an average of 29.9% soluble 
iron over 313 m of sampled core for the first four (4) holes drilled. Drilling indicated the potential of a large tonnage 
of iron, with an average grade of approximately 30%, and the feasibility of an open pit operation.  

Since they predated NI 43-101, none of these historical assessments led to a categorization of any of the metals or 
minerals, described therein, as a Mineral Resource. 

Metallurgical testwork was undertaken by Lakefield Research of Canada Ltd (Lakefield). Drill logs from this drill 
program  can  be 
(http://www.mrnfp.gouv.qc.ca/produits-
services/mines.jsp) under the assessment reports GM 13631, GM 16583 and GM 17299. 

the  MRNFQ  E-Sigeom  website 

found  on 

Gaspésie Mining Company Ltd. (Gaspésie) acquired the 25 claims of Kelly Desmond’s Gull Lake Property in 1971. 
The  results  of  metallurgical  testwork  reported  in  Bergmann  (1971)  are  discussed  in  Section  15.0  of  this  Report. 
Gaspésie  drilled  three  (3)  holes  on  Bellechasse  in  1972,  totalling  approximately  450  m.  Drill  logs  from  this  drill 
program can be found on the MRNFQE-Sigeom website (http://www.mrnfp.gouv.qc.ca/produits-services/mines.jsp) 
under the assessment reports GM 28088 and GM 31538. 

The most recent historical work on Bellechasse was a government assessment report that evaluated the resources of 
dolomite between, and partially including, the present-day Bellechasse claims and Highway 389, through a sampling 
and mapping program (Caron, 2000). 

During  February  and  March  of  2009,  Champion  contracted  Forages  La  Virole  of  Rimouski,  Québec  to  undertake 
drilling  at  Bellechasse  and  Fire  Lake  North.  At  Bellechasse,  the  11  hole,  2,618.3  m  drill  program  tested  a  3  km 

25 

 
 
 
 
 
 
 
 
 
 
segment of the 4 km long airborne magnetic anomaly contained within the MIF, where previous work outlined an 
historic resource estimate. Champion’s drilling was conducted at 400 m spacings with the highlights including three 
(3) mineralized intersections, each greater than 100 m wide, containing iron ranging from 21.9% to 29% FeT. These 
were reported in Champion’s news release, dated April 30th, 2009. 

Champion completed two (2) in-fill holes totalling 872 m during September 2011 at Bellechasse, to evaluate the iron 
potential within the southeastern fold hinge area. High-grade iron formation was intersected, thereby substantiating 
the interpretation generated from the 2009 drilling program. 

Midway 

Since they predated NI 43-101, none of these historical assessments led to a categorization of any of the metals or 
minerals, described therein, as a Mineral Resource. 

Ministère des richesses naturelles, Québec, completed an airborne regional magnetic survey over a 500 km² area in 
1959, including the East Lake Area iron formation, interpreted to be an anticline fold plunging northwest, lying on 
the east side of a north-plunging synform.  

QCM took control of the Midway concessions in 1962. 

An airborne survey was carried out over the Fermont Properties for Champion, including Midway, in the summer of 
2008  by  GPR  Geophysics  International  Inc.  of  Longueuil,  Québec,  which  included  magnetic,  gamma-ray 
spectrometry  and  EM-VLF.  Iron  mineralization  was  well  defined  by  the  magnetic  survey,  with  magnetic  highs 
outlining  magnetite-rich  iron  formations  and  magnetic  lows  outlining  hematite-rich  iron  formations  and  zones  of 
secondary iron enrichment, resulting from near-surface oxidation. 

The  2011  airborne  magnetic-response  surveys  delineated  a  dominant,  3  km  long,  linear,  east-southeast  striking, 
central geophysical anomaly (see Figure 7.13). These zones are discussed in Sections 7.9 and 7.10.5. 

Champion  carried  out  the  first  ground-based  exploration  at  Midway  in  2011,  carrying out  a  total  of 1,096.2  m  of 
diamond-drilling over four (4) holes. The best result was intersected in drill hole MW11-02, and included a 136.0 m 
interval (89.0 m to 225.0 m) grading 29.0% FeT. 

Geological Seting and Mineralization  

The FIOD lies within a Paleo-Proterozoic fold and thrust belt known as the Labrador Trough, which hosts some of 
the  most  extensive  iron  formations  in  the  world.  The  area  is  underlain  chiefly  by  rocks  that  form  the  western, 
miogeosynclinal  part  of  the  Labrador  Trough  in  the  Churchill  Province  of  the  Canadian  Shield.  The  Labrador 
Trough, also known as the New Québec Orogeny and the Labrador-Québec Fold Belt, extends for more than 1,000 
km along the eastern margin of the Superior Craton from Ungava Bay to the Manicouagan impact crater, Québec. 
The fold and thrust belt is about 100 km wide in its central part and narrows considerably to the north and south. It 
marks  the collision between the  Archean Superior  Province  (circa 3.0 Ga  to 2.5 Ga) and  the  Rae Province of  the 
Hudsonian  Orogeny  (circa  1.82  Ga  to  1.79  Ga).  Rocks  of  the  Rae  Province  were  transported  westward  over  the 
Archean Superior Province basement creating a foreland fold and thrust belt marked by a series of imbricate thrusts. 
Based on stratigraphic juxtapositions, these thrust faults may have stratigraphic throws of several thousand metres. 

The Labrador Trough can be divided into three geological domains. The Southern Domain is defined by the northern 
limit of the Grenville Orogenic Belt at approximately 53º24’00”N Latitude. The biotite metamorphic isograd, which 
represents  the  northernmost  expression  of  the  Grenville  Orogenic  Belt  (along  the  Grenville  Front),  crosses  the 
Labrador  Trough  trending  northeast  approximately  35  km  northwest  of  Fermont  according  to  Fahrig  (1967)  and 
Klein  (1978).  The  Southern  Domain  encompasses  Labrador  Trough  rocks  that  were  metamorphosed  during  the 
Grenville  Orogeny  (circa  1.3  Ga  to  1.0  Ga),  which  involved  northward  thrusting,  northeastsouthwest  folding, 
abundant gabbro, anorthosite and pegmatite intrusions, and highgrade metamorphism. 

26 

 
 
 
 
 
 
 
 
 
 
 
 
The metamorphism was responsible for the recrystallization of primary  iron formations, producing coarse-grained 
sugary textured quartz, magnetite, and specular hematite schists (or meta-taconites). This coarser grained Southern 
Domain hosts the FIOD. 

The Central Domain extends northward to approximately 58º30’00”N Latitude, along the west side of Ungava Bay. 
The Central Domain hosts regionally metamorphosed (greenschist metamorphic facies) iron formation deposits. The 
Central Domain consists of a sequence of Achaean, mainly sedimentary rocks, including iron formation, volcanic 
rocks and mafic intrusions, known as the Kaniapiskau Supergroup. The Kaniapiskau Supergroup is subdivided into 
the  Knob  Lake  Group  (western  part  of  the  Trough)  and  the  Doublet  Group,  which  is  primarily  volcanic,  in  the 
eastern  part.  The  iron  formation,  metadolomite  and  quartzite  in  the  Southern  Domain  are  recognized  as  the 
metamorphosed equivalents of the Knob Lake Group. 

The  Northern  Domain,  north  of  the  Leaf  Bay  area  (58º30’00”N  Latitude),  comprises  regionally  metamorphosed 
rocks (lower amphibolite facies), much like those of the Southern Domain. 

There is believed to be only one iron formation assemblage throughout the region. This formation varies in thickness 
and  appears  to  have  underlain  the  greater  part  of  the  original  Labrador  geosyncline.  The  economically  important 
succession  of  quartzite-slateiron  formation,  and  their  metamorphosed  equivalents,  persists  throughout  the  three 
Domains. 

The FIOD, which includes iron formation in the Mont Reed-Fermont-Wabush area, is part of the Gagnon Terrane 
(Brown et al., 1992) within the Grenville Province of Western Labrador. Archean granitic and granodioritic gneisses 
and  migmatites  of  the  Ashuanipi  Metamorphic  Complex  form  the  basement  to  most  of  the  FIOD.  They  comprise 
white to grey, coarse-grained hornblende-epidote-biotite granitic and tonalitic gneisses. Garnetiferous amphibolites 
are interlayered with the gneisses in the basement sequence. 

Unconformably overlying the basement gneisses are the metamorphosed equivalents of the Lower Proterozoic Knob 
Lake  Group,  including  crystalline  limestone  (siliceous  dolomite),  glassy  quartzite,  silicate-carbonate  quartzite, 
magnetite-quartz iron formation, specularite-quartz iron formation, silicate-magnetite iron formation, garnet-biotite 
gneiss and garnet-mica schist. Quartzo-feldspathic and graphite-biotite gneisses overlie the iron formation sequence. 

The  Knob  Lake  Group  is  a  continental  margin  metasedimentary  sequence,  consisting  of  pelitic  schist,  iron 
formations, quartzite, dolomitic marble, semi-pelitic gneiss and subordinate, local mafic volcanics. The Knob Lake 
Group was deformed and subjected to metamorphism ranging from greenschist to upper amphibolite facies within a 
northwest-verging ductile fold and thrust belt, during the Grenville Orogeny (Brown et al., 1992; van Gool et al., 
2008). The sequence is best exposed in the region west of Wabush Lake, extending southeast into the province of 
Québec, and northeast beyond the north end of Shabogamo Lake. Intrusive rocks in the FIOD include pegmatites 
and aplite dykes, granodiorite plutons, amphibolites, gabbros and peridotite bodies. 

Fire Lake North Geology 

The geology in the northernmost segment of Fire Lake North Property consists of a moderately northeast-dipping, 
overturned, curvilinear, syncline and it trends northwestsoutheast. It is cored by the LIF and MIF members of the 
Sokoman Formation, and quartz-biotite-feldspar schist of the Menihek Formation. This 6 km long syncline parallels 
a ridge of high ground southwest of Don Lake. Drilling during 2009 campaign intersected parasitic folds to the main 
syncline, the amplitude and frequency of which are poorly defined at this time. 

A 2008 airborne magnetic survey completed by Champion indicates the Sokoman Formation is continuous across 
Fire Lake North. In the southwestern part of Fire Lake North, this structure gradually changes orientation toward the 
south and then to the south-southeast. 

There are four (4) distinct iron formation structures in the central portion of Fire Lake North. Geophysical survey 
results show that the westernmost structure is continuous with the overturned syncline delineated in the northern part 
of Fire Lake North. The folded mineralized Sokoman Formation closes near the southwestern boundary of Fire Lake 
North. 

27 

 
 
 
 
 
 
 
 
 
 
  
The East area iron formation structure is also a syncline cored by Sokoman Formation iron formation, according to 
QCM, who drilled the structure in 1961 (Reeve 1961). It trends northwest-southeast, but is re-oriented to north-south 
at its northern extension. It is interpreted on the MRNFQ geological compilation map to be truncated by faulting at 
each end. The geophysical signature of this structure is continuous over 6 km and appears to diverge away from the 
western  syncline  suggesting  that  the  two  structures  have  been  juxtaposed.  Most  likely,  there  is  a  thrust  fault 
separating the two synclines. 

Oil Can Geology 

Basement gneissic rocks underlie the majority of Oil Can, with marble, quartzite and iron formation of the Denault, 
Wishart  and  Sokoman  formations  snaking  through  the  northern  and  southeastern  parts  of  the  property.  The 
convoluted  surface  distribution  is  the  result  of  multiple  phases  of  deformation  that  have  resulted  in  open  to  tight, 
upright  and  overturned  folds  that  refold  early  recumbent  folds.  Bedding  dips  and  schistosity  rarely  guide 
stratigraphy,  and  many  units  disappear  by  attenuation  rather  than  faulting.  Intense  metamorphism  associated  with 
the Grenville Orogeny has obliterated and masked most of the earlier structural discontinuities (thrusts and faults). 

The  most  significant  structural  factor,  economically,  is  the  commonly  occurring  thickening  of  rock  units  with  the 
thickened, near-surface, synclinal hinges regarded as the most favourable feature for open pit mining.  

A 2011 Fugro gravity-magnetic survey outlined four (4) geophysical anomalies (the North, Central, South and East 
zones) that have been interpreted as 100 m to 300 m wide iron formations characteristically made up of a series of 
alternating magnetite- and hematite-rich horizons. 

Bellechasse Geology 

Bellechasse  is  underlain  by  the  Sokoman  Formation,  and  older,  Knob  Lake  Group  and  Ashuanipi  Basement 
Complex  rocks.  The  surface  and  underground  distribution  is  interpreted  as  a  steeply  north-northeast  dipping, 
overturned, curvilinear, doubly-plunging synform, which is approximately 4 km in length, trending in a northwest-
southeast direction, and cored by LIF, MIF and UIF members of the Sokoman Formation. 

The southeastern end of this synform is tightly refolded into a hook shape near the northern part of North Gull Lake. 
Airborne  magnetic  survey  data  and  recent  drill  results  suggest  that  the  plunge  of  the  strongly  magnetic  iron 
formation near the east and west Bellechasse claim boundaries is towards the centre of the Bellechasse claim group, 
forming a synform of iron-rich mineralization. 

Midway Geology 

Sedimentary rocks and iron formation of the Denault and Sokoman formations underly the north and central part of 
Midway, created by multiple phases of deformation that have resulted in open to tight, upright and overturned folds 
that refold early recumbent folds. Intense metamorphism associated with the Grenville Orogeny has obliterated and 
masked most of the earlier structural discontinuities (thrusts and faults). 

A 2011 Fugro airborne magnetic-response survey outlined a dominant, central geophysical anomaly, interpreted to 
be coincident with Sokoman iron formation and characteristically made up of a series of alternating magnetite and 
hematite rich horizons capped by silicates and gneiss formations, and underlain by typical quartz, marble, quartz-
silicate-carbonate rock and granitic gneiss. 

FIOD Mineralization 

Lake  Superior-type  iron  formations  form  a  major  part  of  the  succession  of  folded  Proterozoic  sedimentary  and 
volcanic  rocks  that  were  deposited  within  an  extensive  basin,  some  interconnected,  along  the  northeastern  and 
southwestern  craton  margins  of  the  Superior  Province  of  the  Canadian  Shield.  The  Labrador-Québec  fold  belt, 
consisting of sedimentary and volcanic sequences and intrusions deposited in smaller interconnected sub-basins, is 
the  largest  continuous  stratigraphic-tectonic  unit  that  extends  along  the  eastern  margin  of  the  Superior-Ungava 
craton. 

28 

 
 
 
 
 
 
 
 
 
 
 
 
 
The principal iron formation unit of the Labrador-Québec fold belt, the Sokoman Formation, extends for more than 
1000  km  and  includes  those  iron  formations  in  the  FIOD  that  were  subjected  to  deformation  and  regional 
metamorphism  associated  with  the  Grenville  Orogeny  (1.3  Ga  to  1.0  Ga).  The  metamorphic  grade  ranges  from 
greenschist facies near the Grenville Front to amphibolite-granulite facies farther south. As a result of deformation 
and  metamorphism,  the  iron  formation  was  structurally  thickened  in  fold  hinges  and  coarsely  recrystallized  to  a 
quartz specular hematite with varying amounts of magnetite. 

The Sokoman Formation occupies a stratigraphic position between shallow-water, high-energy sediments (Wishart) 
and  deep-water,  largely  lower-energy  sediments  (Menihek).  Stratigraphic  relationships  indicate  that  the  Sokoman 
Formation is part of a transgressive sequence (Clark and Wares, 2006). The deposits consist of banded sedimentary 
units composed of bands of iron oxides within quartz (chert)-rich rock. 

The  principle  iron  deposits  found  in  the  FIOD  can  be  grouped  into  two (2) types:  quartz  specular  hematite  and 
quartz specular hematite-magnetite.  

The iron in the UIF, MIF and LIF is for the most part in its oxide form, mainly as specular hematite (Fe2O3) and 
specularite in its coarse-grained form and to a lesser extent, as magnetite (Fe3O4). Some of the iron is contained in 
iron  silicates  such  as  amphibole 
in  carbonate  such  as  ankerite 
(Ca[Fe,Mg,Mn][CO3]2).  The  main  gangue  mineral  in  the  iron  formation  deposits  is  quartz,  which  constitutes 
approximately 50% of the formation. 

(grunerite,  Fe7Si8O22(OH)2)  and 

The Sokoman Formation is classified as a Lake Superior-type iron formation (Clark and Wares, 2006). This type is 
composed mainly of magnetite and hematite and is commonly associated with mature sedimentary rocks. Generally 
little metamorphosed and altered, the Sokoman can be termed ‘taconite’; however, in the Grenville Province where 
the FIOD is situated; the iron formation is more strongly metamorphosed and recrystallized. 

The  increased  grain  size  of  the  FIOD  formations  makes  mining  and  beneficiation  easier;  however,  the  additional 
episode(s) of folding has/have complicated the structural pattern in the FIOD.  

Several  models  to  explain  the  origin  of  the  Sokoman  Formation  are  presented  in  Clark  and  Wares  (2006),  and 
include  an  oxidizing  shallow-marine  paleo-environment  for  iron  deposition  (e.g.,  Dimroth,  1975);  a  volcanic-
hydrothermal source (e.g., Gross 1996); and a sea rich in reduced iron that was used up during the accumulation of 
the sediments (e.g., Kirkham and Roscoe, 1993). 

Fire Lake North Property Mineralization 

During Champion’s 2008 reconnaissance mapping campaign, two outcropping ridges of iron formation on the Fire 
Lake  North  Property  were  deemed  prospective  for  immediate  drilling.  One  of  the  two  ridges,  the  Don  Lake  iron 
formation, has no known historical resource estimates as it was not previously drill tested. This ridge hosts coarse-
grained  specular hematite  mineralization  at  surface  very  similar  to  the quartz-specularite  ore  from  the  FIOD. It  is 
located within an airborne magnetic anomaly that is 2 km long and 500 m wide. The magnetic anomaly suggests the 
presence of magnetite-rich iron formation interbedded with moderately magnetic quartz-specularite iron formation, 
which has been sampled at surface. Both of these types of iron-formation are common in the FIOD. 

Magnetic  signatures  from  the  2008  geophysical  survey  revealed  extensive  and  complexly  folded  iron  formation 
horizons. The iron mineralization is linked to specular hematite (with magnetite) and quartz commonly, known as 
quartz-specularite iron formations, and are visually recognizable from the air, where exposed, by the dark steel grey 
colour of the quartz-specularite outcrops. 

The West Limb target is interpreted to be a wide canoe-shaped iron formation that is considered to be the Southern 
extension of the iron formation at Don Lake. The East Limb target is comprised of two parallel north-south trending 
iron formations approximately 300 m apart that extend for several kilometres. The Northeast zone iron formation is 
essentially composed of specular hematite, magnetite and quartz, and is defined by a series of stacked and concentric 
magnetic linears over a 5 km combined strike length.  

29 

 
 
 
 
 
 
 
 
 
 
The mineralized zone consists of a quartz-specularite (+/- magnetite) gneiss. The specularite and magnetite occur as 
0.5  mm  to  2  mm  disseminated  subhedral  to  euhedral  crystals  and  as  1  cm  to  10  cm  wide  semi-massive  bands  in 
amounts varying from 20 % to 35 %. The majority of the iron mineralization occurs within the MIF of the Sokoman 
Formation.  

Oil Can Property Mineralization 

The iron mineralization contained within Champion’s Fermont Holdings is hosted by the Wabush Formation (also 
known as the Sokoman Formation), which comprises a banded sedimentary unit predominantly composed of bands 
of  iron  oxides,  magnetite  and  lesser  hematite  within  quartz  (chert)-rich  rock,  with  variable  amounts  of  silicate, 
carbonate and sulphide lithofacies (iron formation). The iron formation is metamorphosed into quartz and magnetite 
with  the  amounts  of  specular  hematite  varying.  Categories  of  iron  mineralization  include  quartz-specularite; 
specularite-hematite; magnetite-hematite, and; magnetite-rich.  

Oil  Can hosts mainly  magnetite-hematite-rich  iron  formations,  as  indicated  by four (4) strong  magnetic  anomalies 
that have been classified as four (4) separate zones; namely, the North, Central, South and East Zones. The North 
Zone  is  a 3.7 km  long  “J”-shaped  magnetic  anomaly  (one  (1)  km  of  which  extends outside  the boundaries of  Oil 
Can). The Central Zone is a 1.4 km long magnetic anomaly located in the central region of Oil Can. The South Zone 
is a 1.4 km long, crescent-shaped magnetic anomaly located south of the Central Zone. The East Zone is a 1.0 km 
long, crescent-shaped magnetic anomaly located east of the South Zone. 

Historic  drilling  reportedly  intersected  banded,  fine-to  coarse-grained,  magnetite  iron  formations  at  Oil  Can,  with 
one (1) hole intersecting an interval of 182.2 m of banded magnetite iron formation. Since this predated NI 43-101, 
none of these historical assessments led to a categorization of any of the metals or minerals described therein as a 
Mineral  Resource,  as  defined  in  NI  43-101.  The  2011  drilling  undertaken  by  Champion  included  drilling  of  all 
four (4) zones with a total of 19 holes completed, which intersected predominantly banded and disseminated fine- to 
medium-grained quartz-silicate-magnetite iron formation with specularite and/or carbonate. 

The  Mineral  Resources  of  Oil  Can  comprise  a  magnetite-rich  iron  formation  and  a  mixed  magnetite-silicate  iron 
formation  located  within  five (5) structurally-defined  domains  separated  by  faulting  (the  South,  East,  South 
Extension, Central and North zones). 

Iron is present in its oxide form as magnetite (Fe3O4) and as specular hematite (Fe2O3) (also called specularite in its 
coarse-grained  form).  With  the  iron  silicates,  iron  occurs  in  actinolite  (Ca2(Mg,  Fe)5Si8O22(OH)2)  and  grunerite 
(Fe2+7(Si8O22)(OH)2), as well as in carbonates such as ankerite (Ca[Fe,Mg,Mn][CO3]2).  

In February of 2012, eight (8) core samples were submitted to Actlabs Geometallurgy- Mineral Liberation Analyser 
(MLA)  Department  of  Ancaster,  Ontario  by  Champion.  Four (4) of  the  core  samples  were  from  Oil  Can  and  the 
other four (4) from Moire Lake. The samples were evaluated for characterization of the morphology and chemistry 
of the minerals from the amphibole group in order to verify their non-asbestos character. 

A  combination  of  MLA  (a  quantitative  mineralogical  technology  based  on  an  FEI  Quanta600F  scanning  electron 
microscope) and X-ray diffraction (XRD) were utilized to identify mineral assemblages (amphiboles and pyroxenes 
in particular), as well as morphological and chemical characteristics of amphibole group minerals.  

Report findings were as follows: 

 

 

 

The  following  amphibole  group  minerals  were  found  in  the  samples:  actinolite,  grunerite  and 
mangano-cummingtonite;  
The morphology of the amphibole particles varies from platy to prismatic, acicular and needle-like. 
The particles with needle-like morphology are dominantly grunerite;  
No primary fibrous morphology of particles (which defines the asbestos character of minerals) was 
observed.  

30 

 
 
 
 
 
 
 
 
 
 
 
 
Bellechasse Mineralization 

Bellechasse hosts a magnetite-rich iron formation. An interpretation of the Bellechasse iron mineralization and iron 
content  using  all  historical  data  (as  this  predates  NI  43-101,  none  of  these  historical  assessments  led  to  a 
categorization  of  any  of  the  metals  or  minerals  described  therein  as  a  Mineral  Resource)  and  recent  drill  results 
indicate the mineralized zone consists of a curvilinear, re-folded, steeply northeast-dipping, overturned synform of 
Sokoman  Formation  trending  southeast-northwest.  The  mineralized  zone  consists  of  quartz-  magnetite  (+- 
specularite) gneiss, which locally contains accessory actinolite. The magnetite and specularite occur as 0.5 mm to 2 
mm disseminated subhedral to euhedral crystals, and as 1 cm to 10 cm wide semi-massive bands in amounts varying 
from 20% to 45%. 

Although  the  majority  of  the  magnetite  occurs  within  the  geological  unit  interpreted  as  the  MIF  of  the  Sokoman 
Formation,  amounts  up  to  10%  are  present  in  the  UIF  and  the  LIF.  These  three (3) members  of  the  Sokoman 
Formation contain varying amounts of accessory actinolite. There appears to be a reverse correlation between the 
amount of actinolite and the magnetite/specularite content. 

Midway Mineralization 

Midway hosts mainly magnetite-hematite-rich iron formations, in the form of a dominant, 3 km long, linear, east-
southeast striking central geophysical anomaly interpreted from the 2011 Fugro airborne magnetic-response survey.  

A 1959 ground survey noted silicate and carbonate type iron formations at the northwest end of the anomaly, but no 
other iron formation exposures over the anomaly and it was believed that the iron formation was buried by 15.2 m to 
30.5 m of glacial material. Since this predated NI 43-101, none of these historical assessments led to a categorization 
of any of the metals or minerals described therein as a Mineral resource. 

Mineralization at Midway, as delineated from the 2011 drilling undertaken by Champion (totalling four (4) holes) 
predominantly  takes  the  form  of  banded  and  disseminated  fine-  to  medium-grained  quartz-silicate-magnetite  iron 
formation  with  specularite  and/or  carbonate  and/or  minor  biotite.  Iron  silicates  are  mainly  present  in  the  form  of 
actinolite and grunerite. 

Exploration 

Fire Lake North Exploration 
Champion carried out a recent trenching program at Fire Lake North, commencing on July 31st, 2012, and ending on 
September 20th, 2012. A total of 29 trenches were completed and sampled, over a total strike length of 2.5 km. A 
total of 508 samples that were obtained from the trenches, along with 149 QA/QC samples, have been sent for XRF 
analysis at ALS Chemex Laboratory in Sudbury, Ontario. 

The  geological  data  from  the  trenching  program  have  not  been  incorporated  into  the  modeling  solids  or  surfaces 
used for the Fire Lake North Resource Estimate, as the trenching program was completed after the July 23rd, 2012 
cut-off date for the database used to calculate the latest Fire Lake Mineral Resource Estimate. 

No other recent exploration activities have been completed at Fire Lake North, and all previous exploration has been 
discussed in Section 6.2.2 of the Fire Lake North PFS. Continued Feasibility Definition Drilling from June 2012 to 
the present time is discussed in Section 10.2. 

Oil Can Exploration 

There  have  been  no  recent  exploration  activities  conducted  on  Oil  Can  by  Champion.  All  previous  exploration 
activities at Oil Can were discussed in Section 6.3.2 of the Fire Lake North PFS. 

Bellechasse Exploration 

There have been no recent exploration activities carried out at Bellechasse by Champion. All previous exploration 
activities at Bellechasse were discussed in Section 6.4.2 of the Fire Lake North PFS. 

31 

 
 
 
 
 
 
 
 
 
 
 
 
 
Midway Exploration 

There  have  been  no  recent  exploration  activities  carried  out  at  Midway  by  Champion.  All  previous  exploration 
activities at Midway were discussed in Section 6.5.2 of the Fire Lake North PFS. 

Drilling 

2012 Fire Lake North Drilling Program 

Champion continued its Phase I Feasibility Definition Drilling program at Fire Lake North, which commenced in 
mid-November of 2011 and was previously reported up to June of 2012 with hole FW12-51. Additional drilling has 
focused within the proposed West area designed pit limits as outlined by the November 2011 PEA. 

A  total  length  of  5921  m  was  drilled  over 15 holes,  commencing  with  hole  FW12-51B  on  June 4th, 2012  and 
concluding with hole FW12-62B on August 21st, 2012.  

The drill hole coordinates of the completion of Phase I of definition drilling are listed in Table 4, and the surface 
locations are shown in Figure1.  

Table 4: Drill Hole Coordinates for the 2012 Fire Lake North Drill Program 

Hole # 

Easting 

Northing 

FW12-51B 

612458.9 

5810606.1 

FW12-52 

FW12-56 

FW12-57 

FW12-54 

FW12-53 

FW12-55 

613059.5 

5811029.8 

612393.6 

5810310.3 

612522.4 

5809206.0 

612756.5 

5808422.8 

611756.0 

5809838.0 

612459.0 

5809548.0 

FW12-55A 

612459.0 

5809548.0 

FW12-59 

612753.0 

5810698.0 

FW12-59B 

612753.0 

5810698.0 

FW12-58 

FW12-60 

FW12-61 

FW12-62 

612007.1 

5810538.0 

612790.3 

5810590.0 

612766.0 

5810496.0 

612702.8 

5810401.1 

FW12-62B 

612708.6 

5810400.0 

Final 
Length 
(m) 

Azimuth º 
(True 
North) 

Dip º 

Zone 

422.0 

309.0 

452.0 

435.0 

518.4 

678.0 

529.0 

693.3 

30.0 

206.0 

720.0 

260.0 

255.0 

150.0 

263.0 

95 

270 

120 

270 

270 

100 

280 

280 

90 

90 

100 

90 

90 

100 

100 

-45 

-45 

-55 

-58 

-85 

-75 

-75 

-75 

-70 

-86 

-65 

-86 

-86 

-86 

-85 

West 

West 

West 

West 

West 

West 

West 

West 

West 

West 

West 

West 

West 

West 

West 

Total 
Length (m) 

5,920.7 

Similar  to  the  trenching  program,  not  all  geological  data  from  the  June-August  2012  drilling  program  have  been 
incorporated  into  the  modeling  of  solids,  surfaces  or  the  block  model  used  for  the  Fire  Lake  Resource  Estimate. 
Some drill holes and most assay results were not completed before the July 23rd, 2012 cut-off date for the database 
used to calculate the latest Fire Lake Mineral Resource Estimate. The lithology data from holes FW12-51B to 59B 
inclusive were used to assist in solids and surface modeling; however, assay results for grade estimation were only 

32 

 
 
 
 
 
 
 
 
 
  
  
  
  
  
 
available for holes FW12-52, FW12-55 and FW12-56. Assay results from the remaining holes were not available for 
inclusion in the Fire Lake Mineral Resource Estimate. 

Figure 1: 2012 Drill Holes at Fire Lake North  

33 

 
 
2011 Oil Can Drilling Program 

There has been no recent drilling carried out at Oil Can by Champion. All previous drilling at Oil Can was discussed 
in Section 6.3.2 of the Fire Lake North PFS. 

Bellechasse Drilling 

There has been no recent drilling carried out at Bellechasse by Champion. All previous drilling at Bellechasse was 
discussed in Section 6.4.2 of the Fire Lake North PFS. 

Midway Drilling 

There  has  been  no  recent  drilling  carried  out  at  Midway  by  Champion.  All  previous  drilling  at  Midway  was 
discussed in Section 6.5.2 of the Fire Lake North PFS. 

Sampling and Analysis,  Security of Samples and Data Verification 

Core handling at the drill for all Champion drill programs was controlled by the drill contractor, and all drill core 
was placed into wooden core boxes from the drill core tube. Depth markers were placed every 3 m after emptying 
the  wire  line  drill  core  tube.  Once  full,  the  boxes  were  secured  for  shipment  to  the  core  shed.  Core  boxes  were 
sometimes  opened  at  the  drill  rig,  at  the  request  of  Champion’s  geologist,  to  “quick  log”  the  hole  in  order  to 
determine if the hole should be ended.  

The core was then brought to the base camp, where a team of junior and senior geologists, project geologists, and 
sampling technicians executed the drill campaign, logistics, supervision, logging and sampling of all drill cores. 

Sample lengths were typically four (4) meters, however the range of sample lengths may have occasionally varied 
based on the geology. Any drill core that contained visual Fe mineralization was sampled, and a sample was also 
taken adjacent to the iron formation, both above and below the mineralized section. 

Samples  were  outlined  by  Champion’s  geologists  logging  the  core  and  split  by  sampling  technicians  using  a 
hydraulic rock splitter at the camp. Samples were tagged with a unique tag number, bagged and placed into large 
nylon bags, ready for transportation to Wabush. 

All drill core logging and sample preparation was conducted by qualified Champion personnel, as required by NI 
43-101  standards,  at  Champion’s  core  logging  facilities.  For  the  drill  program,  logging  was  done  at  either  the 
Wabush Industrial Park warehouse, the Fire Lake North Camp or the Bellechasse Camp, both of which are located 
adjacent to Highway 389.  

The  HQ/NQ/BQ-sized  drill  core  was  split  in  half,  and  one-half  of  the  drill  core  was  kept  in  the  core  tray  for 
reference purposes, while the other half core was individually bagged, tagged, sealed and packed in large nylon bags 
or plastic pails, which were securely closed. Samples were delivered by Champion personnel to the trucking firm, 
Hodge  Brothers  Transport,  (a  division  of  Transport  Thibodeau)  in  Wabush,  NL,  and  then  shipped  to  either  the 
COREM laboratory in Québec City, or to the ALS Minerals facility in either Sudbury, Ontario or Val-d’Or, Québec 
for sample preparation. The ALS pulverized pulp samples were sent from Sudbury or Val-d’Or to their analytical 
laboratory in Vancouver, BC for analysis. 

COREM  is  a  private  research  consortium  that  provides  competitive  laboratory  services  to  its  members  through 
research programs and the transfer of technology. 

The COREM pyrometallurgical characterization laboratory in Québec City has been certified ISO 9001: 2000 and 
the analytical laboratory is certified ISO 17025: 2005. 

ALS Minerals is an internationally recognized minerals testing laboratory operating in 16 countries and has an ISO 
9001:2000  certification.  Several  of  its  laboratories  have  also  been  accredited  to  ISO  17025  standards  for  specific 
laboratory procedures by the Standards Council of Canada (SCC). 

34 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Split  core  samples  were  analyzed  for  a  suite  of  whole  rock  elements  including:  SiO2,  TiO2,  Al2O3,  Fe2O3,  MnO, 
MgO, CaO, Na2O, K2O, P2O5 and loss on ignition (LOI) plus FeT. Analysis was done on lithium metaborate fused, 
or borate fused, pressed pellets by X-ray Fluorescence (XRF) following sample crushing and pulverization. Select 
core samples were also analyzed for Satmagan and Specific Gravity testing. 

Data Verification 

The following section reports on the data verification for Fire Lake North, Oil Can and Bellechasse and not Midway, 
for which there have been no previous resource estimates. 

Fire Lake North  

Fire Lake North was last visited by Mr. Antoine Yassa, P.Geo., an independent QP, as defined by NI 43-101, from 
September 4 to 6, 2012. Nine (9) samples were collected from three (3) drill holes. The samples were documented, 
bagged, and sealed with packing tape, and taken by Mr. Yassa to Purolator Courier, where they were shipped to the 
offices  of  P&E  in  Brampton,  Ontario.  From  there,  the  samples  were  sent  by  courier  to  AGAT  Laboratories  in 
Mississauga, Ontario for analysis. Total iron was analyzed using sodium peroxide fusion-ICP-OES.  

AGAT  Laboratories  employs  a  quality  assurance  system  to  ensure  the  precision,  accuracy  and  reliability  of  all 
results. The best practices have been documented and are, where appropriate, consistent with: 

  The International Organization for Standardization’s ISO/IEC 17025, “General Requirements for the 

Competence  of  Testing  and  Calibration  Laboratories”  and  the  ISO  9000  series  of  Quality 

Management standards;  

  All principles of Total Quality Management (TQM);  

  All applicable safety, environmental and legal regulations and guidelines;  

  Methodologies published by the ASTM, NIOSH, EPA and other reputable organizations;  

  The best practices of other industry leaders.  

At no time, prior to the time of sampling, were any employees or other associates of Champion advised as to the 
location or identification of any of the samples to be collected. 

Oil Can 

Oil Can was visited by Ms. Tracy Armstrong, P.Geo., an independent QP, as defined by NI 43-101, from January 17 
to  18,  2012.  Five (5) samples  were  collected  from  five (5) diamond  drill  holes.  The  samples  were  documented, 
bagged, and sealed with packing tape and taken by Ms. Armstrong to Air Canada Cargo at the Wabush International 
Airport, whereby they were shipped directly to AGAT Laboratories in Mississauga, Ontario for analysis. Total iron 
was analyzed using sodium peroxide fusion-ICP-OES.  

AGAT  Laboratories  employs  a  quality  assurance  system  to  ensure  the  precision,  accuracy  and  reliability  of  all 
results. The best practices have been documented and are, where appropriate, consistent with: 

  The International Organization for Standardization’s ISO/IEC 17025, “General Requirements for the 

Competence  of  Testing  and  Calibration  Laboratories”  and  the  ISO  9000  series  of  Quality 

Management standards;  

  All principles of Total Quality Management (TQM);  

  All applicable safety, environmental and legal regulations and guidelines;  

  Methodologies published by the ASTM, NIOSH, EPA and other reputable organizations;  

35 

 
 
 
 
 
 
 
 
 
 
 
  The best practices of other industry leaders.  

At no time, prior to the time of sampling, were any employees or other associates of Champion advised as to the 
location or identification of any of the samples to be collected. 

Bellechasse 

Bellechasse and Fire Lake North were visited by Mr. Yassa between September 30 and October 1st, 2009. Twelve 
samples were collected from two (2) drill holes; one (1) hole drilled at Bellechasse, and the other hole drilled at Fire 
Lake  North.  The  samples  were  documented,  bagged,  and  sealed  with  packing  tape,  and  taken  by  Mr.  Yassa  to 
Purolator  Courier  where  they  were  shipped  to  the  offices  of  P&E  in  Brampton,  Ontario.  From  there,  the  samples 
were  sent  by  courier  to  SGS  Mineral  Services  in  Lakefield,  Ontario  for  analysis.  Total  Fe  was  analyzed  using 
lithium metaborate fusion-XRF. 

SGS Minerals has 1,350 offices and labs throughout the world. Many of the exploration sample processing services 
at  SGS  are  ISO  17025  accredited  by  the  Standards  Council  of  Canada.  Quality  Assurance  procedures  include 
standard  operating  procedures  for  all  aspects  of  the  processing,  and  also  include  protocols  for  training  and 
monitoring of staff. ONLINE LIMS is used for detailed worksheets, batch and sample tracking, including weights 
and labeling for all the products from each sample. 

At no time, prior to the time of sampling, were any employees or other associates of Champion advised as to the 
location or identification of any of the samples to be collected. 

Quality Assurance Quality Control 

Fire Lake North and Bellechasse 

The QA/QC program evolved from 2009, where certified reference materials (CRM or standards) and blanks were 
inserted  approximately 1 in  every 40 samples,  to  an  insertion  rate  of 1 in 25 samples  in  2010  and  onward.  In 
addition, field duplicates consisting of ¼ core were collected every 25 samples, and coarse reject and pulp duplicates 
were prepared at the lab from every twenty-fifth sample.  

The  reference  materials  used  from  2009  through  the  2012  programs  were  certified  for  total  Fe.  For  the  2009 
Bellechasse and Fire Lake North drill programs, the reference material was purchased from BAM (Federal Institute 
for Materials Research and Testing) in Berlin, Germany. What was believed to be differential settling of the contents 
of the German reference materials caused it to under report (underestimate) the total Fe, and as such, the reference 
materials were changed for the 2010 and 2011 drill programs. For subsequent drill programs, the reference materials 
were purchased from Ore Research and Pty (OREAS) in Australia, and from CANMET in Ottawa, Canada. In mid-
2012, one of the standards was no longer available and a replacement was sourced from Geostats Pty in Australia. 

The  two (2) OREAS  standards  were  developed  by  Ore  Research  and  Exploration  Pty.  Ltd.,  Australia,  and  were 
purchased through a Canadian supplier. Both are composite standards produced from a range of oxidized materials, 
including  Blackwood  greywacke  (central  Victoria),  Bulong  laterite  (Yilgarn,  Western  Australia),  Iron  Monarch 
hematite  ore  (Whyalla,  South  Australia) Hilton  North  gossan  and  Mount  Oxide ferruginous  mudstone  (Mount  Isa 
region,  Queensland).  The  dominant  constituent  was  obtained  from  the  flank  of  a  mineralised  shear  zone  within 
Ordovician  flysch  sediments  in  the  Blackwood  area  of  central  Victoria.  The  sedimentary  succession  hosting  the 
shear zone consists predominantly of medium-grained greywackes, together with subordinate interbedded siltstone 
and slate. Hydrothermal alteration in the vicinity of the mineralisation is indicated by the development of phyllite. 
The shear zone is manifested by foliated sericitic and chloritic fault gouge and goethitic quartz veins.  

The SCH-1 CRM was purchased from CANMET in Ottawa. The material for reference ore SCH-1 was donated to 
the C.C.R.M.P. by the Iron Ore Company of Canada in 1973. The ore is from the area of Schefferville, Québec, and 
is  composed  of  hematite,  with  a  mixture  of  unidentified  hydrous  oxides  of  iron,  minor  magnetite  and  trace 
pyrolusite. The gangue consists mainly of quartz, with minor amounts of feldspar and traces of biotite, chlorite and 
amphibole. 

36 

 
 
 
 
 
 
 
 
 
 
 
The  GBAP-8  reference  material,  which  was  used  beginning  in  April  2012,  was  purchased  from  Geostats  Pty  and 
was sourced from pulp bauxite. 

Performance of Certified Reference Materials 2009 
For  the  2009  Bellechasse  and  Fire  Lake  North  drill  programs,  the  reference  material  under-reported  the  total  Fe 
content, and as such, the total Fe content of the samples was also under-reported. Because both resource estimates in 
2009  were  in  the  Inferred  category  only,  the  under-reporting  was  of  no  great  concern;  however,  it  necessitated  a 
change to different reference materials for subsequent drill programs.  

Performance of Certified Reference Materials 2010 – 2011 
The  Fire  Lake  North  2010  and  2011  drill  programs  used  the  two (2) OREAS  standards,  and  one (1) CANMET 
standard. 

All standard results for the three (3) reference materials were graphed and compared to the warning limits of +/- 2 
standard deviations from the mean of the between lab round robin characterization, and the tolerance limits of +/- 3 
standard deviations from the mean.  

The reference materials for the 2010 and 2011 drilling remained within the warning limits, however, a slight low 
bias was indicated, with most of the values falling below the mean, yet remaining within – 2 standard deviations.  

Performance Certified Reference Materials 2012 
The 2012 drill program used the two (2) OREAS standards and one (1) CANMET standard until April, when one of 
the OREAS standards was no longer available and was replaced by the Geostats standard. 

All standard results for the four (4) reference  materials were graphed and compared to the warning limits of +/-2 
standard deviations from the mean of the between lab round robin characterization and the tolerance limits of +/-3 
standard deviations from the mean. 

The  SCH-1  had  45  data  points.  A  low  bias  was  demonstrated  for  this  standard,  however  the  standard  was 
characterized  by  CANMET,  using  a  very  precise  volumetric  titration  method,  and  the  standards  were  analyzed 
during this drill program using fusion-XRF. A difference would not be unexpected. 

There were 27 data points for OREAS 43P. The data passed the warning limits; however they were clustered around 
the -2 standard deviation line, showing a low bias. 

OREAS  44P  had  48  data  points.  This  standard  demonstrated  a  low  bias  as  well,  with  all  but  one  (1)  of  the  data 
points falling below the mean, and six (6) points below -3 standard deviations from the mean. The data generally 
showed good precision with little scatter. 

The new standard purchased from Geostats did not fare as well, with most of the 23 data points falling on or slightly 
below -3 standard deviations from the mean. 

P&E considers that the standards demonstrate reasonable accuracy, however they seem to indicate that the lab may 
be under-reporting the iron very slightly. There is no impact to any of the resource estimates. 

Performance of Blanks 
The blank material for all drill programs was obtained from barren marble drilled in the Bellechasse area. A blank 
sample was inserted into the sample stream, where practical, initially from every fortieth sample in 2009 to every 
twenty-fifth sample in 2010, 2011 and 2012. The mean of the blanks analyzed during the 2012 drill programs was 
less than 0.5%, demonstrating that contamination was not an issue. 

Performance of Duplicates 
There were no duplicates produced for the 2009 drill programs. Three (3) types of duplicates were produced; field 
(1/4 core), coarse reject and pulp for the 2010, 2011 and 2012 drill programs.  

37 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
All  three (3) duplicate  types  were  scatter  graphed,  and  were  found  to  have  excellent  precision  at  all  levels.  There 
was essentially no difference between the precision at the field level and the precision at the pulp level. 

The authors consider the data to be of good quality, and satisfactory for use in a resource estimate.  

Oil Can 

Certified  reference  materials  (CRM)  and  blanks  were  inserted  approximately  every 25 samples  for  Quality 
Assurance and Quality Control. In addition, field duplicates consisting of ¼ core were collected every 25 samples, 
and coarse reject duplicates and pulp duplicates were prepared at the lab from every twenty-fifth sample.  

There were three (3) different CRMs used for the Oil Can drill program; OREAS 43P, OREAS 44P and SCH-1. 

The  two (2) OREAS  standards  were  developed  by  Ore  Research  and  Exploration  Pty.  Ltd.,  Australia,  and  were 
purchased through a Canadian Supplier. Both are composite standards produced from a range of oxidized materials, 
including  Blackwood  greywacke  (central  Victoria),  Bulong  laterite  (Yilgarn,  Western  Australia),  Iron  Monarch 
hematite  ore  (Whyalla,  South  Australia) Hilton  North  gossan  and  Mount  Oxide ferruginous  mudstone  (Mount  Isa 
region,  Queensland).  The  dominant  constituent  was  obtained  from  the  flank  of  a  mineralised  shear  zone  within 
Ordovician  flysch  sediments  in  the  Blackwood  area  of  central  Victoria.  The  sedimentary  succession  hosting  the 
shear zone consists predominantly of medium-grained greywackes, together with subordinate interbedded siltstone 
and slate. Hydrothermal alteration in the vicinity of the mineralisation is indicated by the development of phyllite. 
The shear zone is manifested by foliated sericitic and chloritic fault gouge and goethitic quartz veins.  

The SCH-1 CRM was purchased from CANMET in Ottawa. The material for reference ore SCH-1 was donated to 
the C.C.R.M.P. by the Iron Ore Company of Canada in 1973. The ore is from the Schefferville, Québec area, and is 
composed of hematite, with a mixture of unidentified hydrous oxides of iron, minor magnetite and trace pyrolusite. 
The gangue consists mainly of quartz, with minor amounts of feldspar, and traces of biotite, chlorite and amphibole. 

Performance of Certified Reference Materials 
There  were 28 data  points  for  OREAS  43P.  The  data  passed  the  warning  limits;  however,  they  were  clustered 
around the -2 standard deviation line, showing a low bias. 
OREAS 44P had 25 data points. This standard demonstrated a low bias as well, with 100% of the data falling below 
the mean, most often between -2 and -3 standard deviations.  

The SCH-1 had 25 data points. A low bias was demonstrated for this standard as well, however, the standard was 
characterized  by  CANMET  using  a  very  precise  volumetric  titration  method,  and  the  standards  were  analyzed 
during this drill program using fusion-XRF. A difference would not be unexpected. 

P&E considers that the standards demonstrate reasonable accuracy, however, they seem to indicate that the lab is 
slightly under-reporting the iron. There is no impact to the resource. 

Performance of Blanks 
The blank material was obtained from barren marble drilled in the Bellechasse area. A blank sample was inserted 
every twenty-fifth sample, where practical, into the stream of core samples. There were 80 blank samples analyzed. 
The average of the blanks was 0.32% FeT, with a standard deviation of 0.03.  

Performance of Duplicates 
Three (3) types of duplicates were produced; field (1/4 core), coarse reject and pulp. 81 field pairs, 81 coarse reject 
pairs, and 80 pulp duplicate pairs were analyzed.  

All  three (3) duplicate  types  were  scatter  graphed,  and  were  found  to  have  excellent  precision  at  all  levels.  There 
was essentially no difference between the precision at the field level and the precision at the pulp level. 

The authors consider the data to be of good quality, and satisfactory for use in a resource estimate. 

38 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mineral Resource and Mineral Reserve Estimates 

2012 Mineral Resource Estimate Update – Fire Lake North 

The  Fire  Lake  North  updated  mineral  resource  estimate  consists  of  the  West  and  East  Area  block  Models.  The 
mineral resource estimate presented herein is reported in accordance with NI 43-101, and has been deemed to be in 
conformity  with  generally  accepted  CIM  “Estimation  of  Mineral  Resource  and  Mineral  Reserves  Best  Practices” 
guidelines. Reported mineral resources are not mineral reserves, and do not have demonstrated economic viability. 
There  is  no  guarantee  that  all  or  any  part  of  the  mineral  resource  will  be  converted  into  a  mineral  reserve.  The 
quantity and grade of the reported Inferred resources may not be realized.  

The resource estimate of the Fire Lake North was performed by Yungang Wu, P.Geo. and Eugene Puritch, P.Eng., 
under  the  supervison  of  Antoine  Yassa,  P.Geo  and  Tracy  Armstrong,  P.Geo.  of  P&E.  The  effective  date  of  this 
mineral resource estimate is July 23, 2012. 

Table 5 – Fire Lake North - Categorized Mineral Resource Estimate at 15% Total Iron Cut-Off 

West Area 

East Area 

Total 

Tonnes
(millions) 

Grade
FeT% 

Tonnes
(millions) 

Grade
FeT% 

Tonnes 
(millions) 

Grade
FeT% 

23.6 

404.9 

428.5 

329.2 

35.4 

32.6 

32.7 

30.9 

3.0 

262.0 

265.0 

192.4 

34.2

29.6

29.6

28.7

26.6 

666.9 

693.5 

521.6 

35.2 

31.4 

31.5 

30.1 

Measured 

Indicated 

Measured + Indicated 

Inferred 

P&E utilized a 1:1 $CDN:$US exchange rate, a mining cost of $1.84/Tonne, and a charge of $10.03/Tonne for the 
total  processing,  G&A,  and  freight  costs.  The  process  recovery,  estimated  to  be  82%,  an  Iron  ore  price  of 
$1.77/dmtu, and a 49º overall pit-slope, were used to complete the Whittle pit optimization and estimate the portion 
of in-situ Mineral Resource within the pit shell. The economic sensitivity of the resource estimates are demonstrated 
by comparing the proportion of the mineral resources that may be economically exploited within the optimized pit 
shell  to  the  categorized  resource.  Results  of  the  In-Pit  Optimization  at  a  15%  FeT  cut-off  grade  are  presented  in 
Table 6. 

Table 6: In-Pit Optimization Results at 15% Total Iron Cut-Off 

West Area 

East Area 

Total 

Tonnes
(millions) 

Grade
FeT% 

Tonnes
(millions) 

Grade
FeT% 

Tonnes 
(millions) 

Grade
FeT% 

23.5 

403.6 

427.1 

301.1 

35.4 

32.6 

32.7 

31.2 

3.0 

261.2 

264.2 

178.7 

34.2 

29.6 

29.6 

29.0 

26.5 

664.8 

691.3 

479.8 

35.2 

31.4 

31.5 

30.4 

Measured 

Indicated 

Measured + Indicated 

Inferred 

Consolidated Firel Lake North Property – Mineral Resource Estimate 

In July 2012, the Fire Lake North claims were consolidated with surrounding claims of the Bellechasse, Midway and 
Oil  Can  properties  and  designated  the  Consolidated  Fire  Lake  North  Property.  Preliminary  study  suggests  the 
deposits located within the new Property limits might potentially be developed using common infrastructure planned 
for the development of the Fire Lake North - East and West deposits. 

39 

 
 
 
 
 
 
 
 
 
 
 
 
 
Table 7 provides the current Mineral Resource Estimates all at the same 15% total Iron cut-off grade for the deposits 
within the Consolidated Fire Lake North Property. 

Table 7: Consolidated Fire Lake North Property - Categorized Mineral Resource Estimate  
at 15% Total Iron Cut-Off 

Deposit 

FLN - West 

FLN - East 

FLN - Don Lake 

Bellechasse 

Measured 

Indicated 

Inferred 

Tonnes
(millions) 

Grade
FeT% 

Tonnes
(millions) 

Grade
FeT% 

Tonnes 
(millions) 

Grade
FeT% 

23.6 

3.0 

0.4 

35.4

34.2

21.4

404.9 

262.0 

52.2 

32.6

29.6

26.5

329.2 

192.4 

188.2 

215.1 

972.0 

30.9 

28.7 

25.3 

28.7 

33.2 

31.1 

Oil Can - Oxide 

- 

- 

- 

- 

Totals 

27.0 

35.0

719.1 

31.0

1,896.9 

Mineral Reserves – Fire Lake North West and East Pit Deposits 

The final PFS rock-code block models for the Fire Lake North West and East deposits were provided by P&E on 
October 4, 2012 and September 10, 2012, respectively. The models were provided as Comma Separated Value files 
in a UTM NAD83 Zone 19 coordinate system.  

The variables in the model include block coordinates, total iron grade (FeT), Density, Rock Type, Percent and Class. 
The density follows a regression curve for mineralized rock, and the waste rock densities are variable depending on 
different  rock  types,  which  are  divided  between  mineralized  and  non-mineralized  rock  types.  The  class  item  is 
divided  among  Measured,  Indicated  and  Inferred  mineralized  rock  categories.  Since  this  Study  is  a  PFS,  only 
Measured and Indicated rock categories will be considered for the economics of the project. 

With  that  in  mind,  economic  pit  shell  optimization  uses  the  true  pit  optimizer  Lerchs-Grossman  3-D  (LG  3D) 
algorithm  in  MineSight.  The  LG 3-D algorithm  is  based  on  the  graph  theory  and  calculates  the  net  value  of  each 
Measured or Indicated block in the model. The net value of each block is calculated using a series of cost and selling 
parameters including: concentrate selling price (FOB), mining, processing and other costs, and the Fe recovery for 
each  block,  pit  slopes,  and  other  constraints.  The  pit  optimizer  searches  for  the  pit  shell  with  the  highest 
undiscounted cash flow. The chosen selling price used for the chosen pit optimizations (East and West) was $74.82/t 
concentrate.  

The  milling  cut-off  grade  (“COG”)  used  for  this  Study  to  classify  material  as  Mineral  Resource  or  waste  is 
15% FeT. This COG is in line with similar iron ore projects in the region and their historical data. 

A pit slope study was performed by Knight-Piésold to develop the engineered pit, using the optimized pit shell at 
15% FeT  COG.  The  pit  slope  study  incorporated  operational  and  design  parameters  such  as  ramp  grades,  surface 
constraints,  bench  angles  and  other  ramp  details.  Once  the  operational  pit  was  designed,  a  yearly  mine  plan  was 
determined based on specific mining rates and production goals. The Mineral Reserves were determined from the 
detailed engineered pit design and the real-life mine plan.  

40 

 
 
  
 
  
 
 
 
 
 
 
 
 
 
Table 8 – Fire Lake North – Prefeasibility Study Mineral Reserves 

Fire Lake North - Combined Reserves  

COG 15% FeT 

Tonnage
Mt 

Grade
FeT% 

W.R 
Wrec% 

35.96 

32.17 

32.37 

45.00 

39.58 

39.86 

Proven  

Probable 

Total Reserve 

Overburden 

Waste Rock 

Inferred (considered waste) 

Total Stripping 

Stripping Ratio (w/ Overburden) 

23.73 

440.86 

464.59 

120.17 

1107.55 

45.80 

1273.53 

2.74 

Preliminary Feasibility Study – West and East Pit Deposits - Fire Lake North Property 

The  PFS  and  the  various parameters  and variables  used  in  the  study  are  detailed  in  the  Fire  Lake North  PFS  and 
summarized in this AIF in the Description of the Business, Consolidated Fire Lake North section.     

Further Exploration and Development at the Consolidated Fire Lake North Property 

Based on the results from the exploration work conducted to date by Champion, together with the positive outcome 
of the Fire Lake North PFS, Champion is proceeding with feasibility work on the property. 

On February 6, 2014 the Corporation announced that drilling had resumed at the CFLN Property as part of the plan 
to complete a  Feasibility Study for the project. The Corporation in funding its Feasibility Sutdy from its working 
capital  resources.  The  Corporation  is  also  progressing  discussions  with  various  infrastructure  providers,  including 
power, rail and port facilities. 

DIVIDEND POLICY 

To date, the Corporation has not declared or paid any dividends and there is no expectation that it will do so in the 
foreseeable future. Any future determination to pay dividends will be in the discretion of the Board of Directors and 
will depend upon results of operations, capital requirements and such other factors as the Board considers relevant. 

SHARE CAPITAL DESCRIPTION 

The  Corporation  is  incorporated  under  the  Corporations  Act  in  Australia  (“Corporations  Act”)  and  is  limited  by 
shares. The Corporation currently has two classes of shares on issue, being fully paid shares (“Ordinary Shares”) 
and a Special Voting Share (“Special Voting Share”). At the date of this Circular, there are 196,508,539 Ordinary 
Shares  and  one  Special  Voting  Share  on  issue.  Performance  Shares  can  be  converted  into  Ordinary  Shares  upon 
achievement of certain performance hurdles. There are no partly paid shares on issue.  

The Corporation does not have an authorised share capital as the requirement for a company to state an authorised 
share  capital  was  repealed  in  Australia  in  1998.  Subject  to  compliance  with  the  Corporations  Act  and  the  ASX 

41 

 
 
  
  
  
  
  
  
  
  
  
  
  
  
  
  
 
 
 
 
 
   
 
Listing  Rules,  the  legal  ability  of  the  Corporation  to  raise  capital  and  the  number  of  Ordinary  Shares  that  it  may 
issue is unlimited. The rights attaching to Ordinary Shares in the Corporation are set out in the Constitution of the 
Corporation (the “Constitution”) and are regulated by the Corporations Act, ASX Listing Rules, ASX Settlement 
Operating Rules and laws of general application.  

The  rights  attaching  to  Ordinary  Shares  are  summarized  below.  This  summary  is  not  exhaustive  and  does  not 
constitute  a  definitive  statement  of  the  rights  attaching  to  the  holders  of  Ordinary  Shares  (the  “Ordinary 
Shareholders”). 

Issue of Ordinary Shares 

Subject to the Corporations Act, the ASX Listing Rules and the Constitution, the Corporation’s Board may issue and 
allot Ordinary Shares for such issue prices and on such terms as it determines (including shares with preferential, 
deferred  or  special  rights,  privileges  or  conditions,  or  which  are  liable  to  be  redeemed  or  are  bonus  shares).  This 
includes the power to grant options over unissued Ordinary Shares. The Ordinary Shares may be issued to existing 
Ordinary Shareholders, whether in proportion to their existing shareholdings or otherwise, or to such persons as the 
Corporation’s Directors may determine. 

Transfer of Ordinary Shares 

Shareholders may transfer Ordinary Shares by way of a written transfer instrument in any usual or common form (or 
any other form approved by the Corporation’s Directors), or by way of a transfer effected under a computerised or 
electronic  system  in  accordance  with  the  ASX  Settlement  Operating  Rules  and  requirements  of  the  ASX  Listing 
Rules.  The  Corporation’s  Directors  may  in  their  discretion  refuse  to  register  a  transfer  of  Ordinary  Shares  in 
circumstances permitted by the ASX Listing Rules. The Corporaion’s Directors must refuse to register a transfer of 
Ordinary Shares where required to do so by the ASX Listing Rules. 

Conversion of Ordinary Shares 

Under the Corporations Act, Ordinary Shares may be converted to preference shares provided certain conditions are 
met.  As  the  Constitution  does  not  prescribe  the  rights  that  would  attach  to  preference  shares,  a  conversion  of 
Ordinary  Shares  to  preference  shares  would,  under  the  Corporations  Act,  be  permitted  only  if  the  Shareholder’s 
rights  with  respect  to  the  following  matters  are  first  approved  by  special  resolution:  repayment  of  capital, 
participation in surplus assets and profits, cumulative and non-cumulative dividends, voting, and priority of payment 
of capital and dividends in relation to other shares or classes of preference shares. 

The requirements as to variation of rights, set out immediately below, would apply to the conversion. 

Variation of Rights 

The rights attached to Ordinary Shares or Performance Shares may be varied in accordance with the Corporations 
Act. Under the Corporations Act, rights attached to shares in a class of shares may be varied or cancelled only by 
both a special resolution of the Company and either a special resolution of the relevant class or with written consent 
of shareholders with at least 75% of the votes in the class. 

If the shareholders in the class do not all agree to the variation or the cancellation (whether by resolution or written 
consent), the holders of not less than 10% of the votes in the class may apply to a court of competent jurisdiction to 
exercise its discretion to set aside such variation or cancellation. 

Dividends 

The  holders  of  Ordinary  Shares  on  which  any  dividend  is  declared  or  paid  by  the  Corporation  are  entitled  to 
participate in that dividend equally, in proportion to the number of Ordinary Shares held. The holder of a partly paid 
Ordinary  Share  (of  which  none  are  currently  on  issue)  would  be  permitted  to  receive  a  fraction  of  the  dividend 
declared or paid on a fully paid Ordinary Share (equivalent to the proportion which the amount paid on the share 

42 

bears to the issue price). These dividend entitlements are subject to the rights of persons holding shares with special 
rights as to dividends (of which none are currently on issue).  

The Corporation’s Board may from time to time by resolution either declare a dividend, or determine that a dividend 
is payable, out of the profits of the Corporation. The Corporation’s Board may fix the amount, time and method of 
payment of the dividend. In the case of a determination that a dividend is payable, the resolution may be amended or 
revoked  until  the  time  fixed  for  paying  the  dividend  arrives.  The  payment  of  a  dividend  does  not  require  any 
confirmation by a general meeting, subject to compliance with the Corporations Act. 

Before  declaring  or  determining  to  pay  a  dividend,  the  Corporation’s  Board  may  resolve  to  set  aside  out  of  the 
profits of the Corporation such amounts by way of reserves as they think appropriate. They may also resolve to carry 
forward any undistributed profits without transferring them to a reserve. The Corporation’s Board may resolve that a 
dividend  will  be  paid  wholly  or  partly  by  the  transfer  or  distribution  of  specific  assets,  in  which  case  the 
Corporation’s Board may deal as they consider expedient with any difficulty which arises in making the transfer or 
distribution (for example to deal with fractional entitlements), subject to compliance with the Corporations Act. 

Winding Up 

Subject to the rights of holders of Ordinary Shares issued on special terms and conditions, upon a winding up of the 
Corporation,  the  Ordinary  Shareholders  would  be  entitled  to  participate  equally  in  the  distribution  of  any  surplus 
assets in proportion to the number of and amounts paid on the shares held. 

A liquidator may, with the sanction of a special resolution, divide among the Ordinary Shareholders in kind all or 
any  of  the  Corporation’s  assets,  and,  if  there  are  any  different  classes  of  shares  on  issue,  may  for  that  purpose 
determine how the division is to be carried out between the different classes. 

Voting 

Subject  to  any  rights  or  restrictions  attaching  to  any  class  of  shares,  every  Ordinary  Shareholder  may  vote  at  a 
general meeting in person or by proxy, attorney, or, in the case of an Ordinary Shareholder that is a body corporate, 
by  the  individual  appointed  as  its  representative.  On  a  show  of  hands,  an  Ordinary  Shareholder  is  entitled  to  one 
vote.  Upon  a  poll,  an  Ordinary  Shareholder  has  for  each  fully  paid  Ordinary  Share  held,  one  vote,  and  for  each 
partly  paid  Ordinary  Share  held,  a  fraction  of  a  vote  equivalent  to  the  proportion  which  the  amount  paid  on  the 
Ordinary Share bears to the total issue price.  

In the case of jointly held Ordinary Shares, if two or more joint holders purport to vote, then the vote of the joint 
holder whose name appears first in the register of Ordinary Shareholders will be accepted to the exclusion of the 
other joint holder or holders. 

A resolution put to the vote at a general meeting is decided on a show of hands, unless a poll is demanded by at least 
five Ordinary Shareholders entitled to vote on the resolution, or Ordinary Shareholders with at least 5% of the votes 
that may be cast on the resolution on a poll, or the chairperson of the meeting. A poll may be demanded before a 
vote is taken, or immediately before or after the result of a vote by show of hands is declared. 

In the case of equality of votes on a resolution (by show of hands or poll), the chairperson has a casting vote.  

Buy-back of Ordinary Shares and Reduction of Capital 

Pursuant  to  procedures  regulated  by  the  Corporations  Act,  the  Corporation  may,  with  the  agreement  of  Ordinary 
Shareholders,  buy-back  Ordinary  Shares  from  that  Ordinary  Shareholder.  In  certain  circumstances  (for  example, 
where specified buy-back limits are to be exceeded, or the buy-back is selective), the buy-back would be subject to 
the  approval  of  the  Ordinary  Shareholders at  a  general  meeting.  Upon  registration of  the  transfer of the  Ordinary 
Shares acquired by the Corporation in a buy-back, the Ordinary Shares would be deemed to be cancelled. 

43 

Pursuant  to  procedures  regulated  by  the  Corporations  Act,  the  Corporation  may  also  be  permitted  to  carry  out  a 
reduction of capital (such as a return of capital to shareholders, or a cancellation of uncalled capital), provided the 
reduction is fair and reasonable to the Ordinary Shareholders as a whole, does not materially prejudice the ability to 
pay creditors, and the approval of shareholders is obtained  (by way of ordinary resolution in the case of an equal 
reduction, or special resolution in the case of a selective reduction). 

Sale of Non-Marketable Parcels 

The Corporation may sell the Ordinary Shares of any Ordinary Shareholder who has less than a marketable parcel of 
those Ordinary Shares, provided procedures and conditions prescribed by the Constitution, ASX Listing Rules and 
ASX Settlement Operating Rules are followed. A “marketable parcel” in relation to Ordinary Shares is a parcel of 
Ordinary  Shares  of  not  less  than  $500  based  on  the  closing  price  on  a  trading  platform.  Notice  is  required  to  be 
given  by  the  Corporation  to  the  Ordinary  Shareholder  of  the  Corporation’s  intention  to  sell  the  Ordinary  Shares. 
During this notice period, the Ordinary Shareholder has the opportunity to advise the Corporation that the Ordinary 
Shareholder  wishes  to  retain  its  Ordinary  Shares  (and,  if  such  notification  is  given  by  the  shareholder,  the 
Corporation is not permitted to sell the shareholding). 

Special Voting Share 

The Corporation issued a special voting share in connection with the Arrangement having substantially the rights, 
privileges,  restrictions  and  conditions  described  in  the  Voting  and  Exchange  Trust  Agreement  (see  “Material 
Contracts”)  

Price Range and Trading Volume of Ordinary Shares 

MARKET FOR SECURITIES 

To the knowledge of the Corporation, the Ordinary Shares have not been rated by any approved rating organization. 

The Ordinary Shares commenced trading on the TSX on March 31, 2014 and on the ASX on April 3, 2014 under the 
symbol “CIA” and prior to that date, traded on the ASX under the symbol “MAB”. The following table sets forth the 
volume of trading and price ranges of the Ordinary Shares on the ASX for each month during the fiscal year ended 
March 31, 2014. 

Date 

April 2013 

May 2013 

June 2013 

July 2013 

August 2013 

September 2013 

October 2013 

November 2013 

December 2013 

January 2014 

February 2014 

March 2014 

Fiscal Year 2014 

High 

Low 

Volume 

A$ 

0.60 

0.41 

0.27 

0.31 

0.40 

0.47 

0.46 

0.47 

0.53 

0.55 

0.50 

0.515 

No. of Shares 

          4,709,219 

          1,735,150 

              1,078,621 

834,644 

1,579,722 

983,022 

709,463 

974,445 

1,757,638 

1,112,750 

1,661,863 

719,019 

A$ 

0.98 

0.70 

0.42 

0.40 

0.57 

0.57 

0.565 

0.60 

0.69 

0.62 

0.64 

0.59 

44 

 
 
Prior Sales 

No  class of  securities  of  the  Corporation,  other  than  the Ordinary  Shares,  are  listed  for  trading  on a  marketplace.  
The following are the details of the other securities of the Corporation which are outstanding as at the date hereof. 

Warrants 

As  at  the  date  of  this  Annual  Information  Form,  the  following  warrants  to  purchase  Ordinary  Shares  were 
outstanding: 

Date of Grant 

Exercise Price ($) 

Number of Shares 

Expiry Date 

July 31, 2013 

May 17, 2012 

0.4091 

4.0909 

11,000,000 

July 31, 2015 

5,133,333  May 17, 2015 

Stock Options 

As  at  the  date  of  this  Annual  Information  Form,  the  following  options  were  outstanding  under  the  Corporation’s 
stock option plan each exercisable to purchase one Ordinary Share: 

Date of Grant 

Exercise Price ($) 

Number of Shares 

Expiry Date 

September 16, 2009 

September 24, 2009 

November 9, 2009 

January 14, 2010 

February 2, 2010 

March 2, 2010 

August 8, 2012 

October 3, 2010 

October 4, 2010 

October 4, 2010 

December 15, 2012 

January 10, 2011 

September 9, 2011 

December 23, 2011 

December 20, 2013 

April 9, 2014 

June 17, 2014 

November 29, 2013 

0.4091 

0.4500 

0.5523 

1.0909 

1.1591 

1.3636 

A$0.25 

1.3636 

1.3636 

2.0455 

A$0.50 

2.9591 

2.0455 

1.7727 

0.5455 

A$0.50 

A$0.50 

A$0.50 

839,667  September 16, 2014 

111,833  September 24, 2014 

36,667  November 9, 2014 

1,008,333 

January 14, 2015 

36,667  February 2, 2015 

256,667  March 2, 2015 

17,000,000  August 8, 2015 

1,466,667  October 3, 2015 

183,333  October 4, 2015 

366,667  October 4, 2015 

500,000  December 15, 2015 

73,333 

January 10, 2016 

715,000  September 9, 2016 

676,500  December 23, 2016 

1,173,333  December 20, 2016 

1,000,000  April 9, 2017 

150,000 

June 17, 2017 

2,300,000  November 29, 2018 

ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL 
RESTRICTION ON TRANSFER 

Designation of Class 

Percentage of Class

Ordinary Shares 
Warrants 
Notes: 
(1) Subject to contractual restriction on transfer until May 17, 2018, or earlier with the consent of the Corporation. 

5.2% 
75.9% 

Number of securities held in 
escrow or that are subject to a 
contractual restriction on 
transfer
10,266,666(1)
7,000,000(1)

45 

 
 
 
DIRECTORS AND OFFICERS 

The Corporation`s Board of Directors (the “Board”) has seven directors. The current term of office of each director 
will expire on the date of the next annual meeting of shareholders of the Corporation or the date his successor is duly 
elected  or  appointed  pursuant  to  the  Corporation’s  Constitution,  unless  his  office  is  earlier  vacated  in  accordance 
with the provisions of the Corporation’s Constitution. 

The  following  table  sets  forth  certain  information  concerning  the  Corporation’s  directors  based  upon  information 
furnished by them to management. 

Name, Province and 
Country of 
Residence 

Michael O’Keeffe  (2) 
NSW, Australia 

Executive Chairman 

Position with 
Corporation 

Principal Occupation During 
Five Preceding Years 

Thomas Larsen 
Ontario, Canada 

Chief Executive Officer and 
Director 

Gary Lawler (1) (2) 
NSW, Australia 

Non Executive Director 

Andrew J. Love  (1) (2) 
NSW, Australia 

Non Executive Director 

Donald A. Sheldon  
Ontario, Canada 

Paul Ankcorn(1) 
Ontario, Canada 

Non Executive Director 

Non Executive Director 

in 

the  mining  business: 
Executive  Director 
Executive Chairman of the Corporation since 2013 
and  Chairman  of  Riversdale  Resources  Limited 
since  2012.  Founder  and  Executive  Chairman  of 
Riversdale Mining Limited from 2004 to 2011 (all 
development 
resource 
corporations). 

exploration 

and 

Executive  Officer  in  the  mining  business:    Chief 
Executive  Officer  and  Director  of  the  Corporation 
since  April  2014.  Chairman,  Chief  Executive 
Officer and President of the Corporation’s wholly-
owned  subsidiary  Champion  Iron  Mines  Limited 
since  2006,  Cartier  Iron  Corporation  (formerly 
Northfield  Metals  Inc.)  from  1997  to  2012,  Eloro 
Resources  Ltd.  since  1997,  NFX  Gold  Inc. 
(renamed  Bear  Lake  Gold  Ltd.),  and  Vice 
Chairman  of  Bear  Lake  Gold  Ltd.  since  2008 
(resource exploration corporations).  

Lawyer.  Senior  Partner  of  legal  firm  Ashurst 
Australia  since  2012.  Partner  of  Gilbert  &  Tobin 
from 1999 to 2012. 

Chartered Accountant. Senior Partner of Australian 
accounting  firm  Ferrier  Hodgson  from  1976  to 
2013 and is now a consultant. 

Executive  Officer,  director  and  shareholder  of 
Sheldon  Huxtable  Professional  Corporation 
(lawyers) 

Executive  Officer  in  the  mining  business:    Chief 
Financial  Officer  of  Tartisan  Resources  Corp.  and 
Great  Lakes  Graphite  since  2008,  President  and 
director  of  Cartier  Iron  Corporation  from  2012  to 
2013, President of Remington Resources Inc. from 
2005 
exploration 
corporations).   

resource 

2010 

(all 

to 

Director 
Since 

2013 

2014 

2014 

2014 

2014 

2014 

2014 

James Wang 
British Columbia, 
Canada 

Non Executive Director 

Entrepreneur,  Vice  President  and  Marketing 
Director  of  a  British  Columbia  based  holding 
company  that  oversees  various  business  interests. 
Director  of  Champion  Iron  Mines  Limited  since 
2013. 

Notes: 
(1) Member of the Audit Committee of the Corporation. 
(2) Member of the Remuneration and Nomination Committee of the Corporation. 

46 

 
The following table sets forth certain information concerning the executive officers of the Corporation, based in part 
upon information furnished by them to management. 

Name, Province and 
Country of 
Residence 

Thomas Larsen 
Ontario, Canada 

Position with Corporation 

Principal Occupation During Five Preceding Years 

Chief  Executive  Officer  and 
Director 

Executive  Officer  in  the  mining  business:    Chief  Executive 
Officer  and  Director  of  the  Corporation  since  April  2014. 
Chairman,  Chief  Executive  Officer  and  President  of  the 
Corporation’s  wholly-owned  subsidiary  Champion  Iron  Mines 
Limited  since  2006,  Cartier  Iron  Corporation  (formerly 
Northfield  Metals  Inc.)  from  1997  to  2012,  Eloro  Resources 
Ltd. since 1997, NFX Gold Inc. (renamed Bear Lake Gold Ltd.), 
and Vice Chairman of Bear Lake Gold Ltd. from 2008 to 2014 
(resource exploration corporations).  

Alexander Horvath 
Ontario, Canada 

Chief Operating Officer 

Miles Nagamatsu 
Ontario, Canada 

Chief Financial Officer 

Jorge Estepa, 
Ontario, Canada 

Vice-President and 
Corporate Secretary (Canada) 

  Chief  Operating  Officer  of 

Professional  Engineer: 
the 
Corporation since 2014, Executive Vice President and Director 
of  Champion  Iron  Mines  Limited,  President  of  A.S.  Horvath 
Engineering 
services 
geological 
Corporation).  

engineering 

Inc. 

(a 

Chief  Financial  Officer  of  the  Corporation  since  2014  and  of 
Champion  Iron  Mines  Limited  since  2006,  Cartier  Iron 
Corporation and Eloro Resources Ltd. since 1997, PC Gold Inc. 
from  2008  to  2102  and  Director  and  CFO  of  Essex  Oil  Ltd. 
since 2008 (all resource exploration corporations). 

Vice  President  and  Corporate  Secretary  (Canada)  of  the 
Corporation  since  2014  and  Vice  President  and  Secretary-
Treasurer  of  Champion  Iron  Mines  Limited  since  March  2006, 
Cartier Iron Corporation since 1993, Eloro Resources Inc. since 
1997,  and  Corporate  Secretary  of  Forsys  Metals  Corp.  since  
2004 (all resource exploration corporations). 

Pradipkumar Devalia 
NSW, Australia  

Company Secretary (Australia)  Company  Secretary  of  the  Corporation  since  June  2014. 
Consultant in the resources industry from 2010 to 2014. Partner 
with PwC, Australia from 1997 until 2009.  

As  at  the  date  hereof,  the  directors  and  officers  of  the  Corporation  as  a  group,  beneficially  owned,  directly  or 
indirectly,  or  exercised  control  or  direction  over,  an  aggregate  of  15,340,559  Ordinary  Shares  representing 
approximately 7.8% of the issued and outstanding Ordinary Shares.   

CEASE TRADE ORDERS, BANKRUPTCIES, PENALITIES OR SANCTIONS 

To the knowledge of the Corporation, no director or executive officer of the Corporation is, at the date hereof, or has 
been,  within  10  years  before  the  date  hereof,  a  director,  chief  executive  officer  or  chief  financial  officer  of  any 
company  (including  the  Corporation)  that,  while  that  person  was  acting  in  that  capacity,  (a) was  the  subject  of  a 
cease  trade  order  or  similar  order  or  an  order  that  denied  the  issuer  access  to  any  exemption  under  securities 
legislation,  for  a  period  of  more  than  30  consecutive  days,  or  (b) was  subject  to  an  event  that  resulted,  after  that 
person ceased to be a director or executive officer, in the issuer being the subject of a cease trade or similar order or 
an  order  that  denied  the  issuer  access  to  any  exemption  under  securities  legislation,  for  a  period  of  more  than  30 
consecutive days.  

To  the  knowledge  of  the  Corporation,  no  director,  executive  officer  or  shareholder  of  the  Corporation  holding  a 
sufficient number of shares to affect materially the control of the Corporation, is, as at the date hereof, or has been 
with 10 years before the date hereof, a director or executive officer of any company (including the Corporation) that, 
while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became 

47 

 
 
 
 
 
bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted 
any  proceedings,  arrangements  or  compromise  with  creditors  or  had  a  receiver,  receiver  manager  or  trustee 
appointed to hold its assets, except for the following: 

Miles  Nagamatsu  is  a  director  and  officer  of  Essex  Oil  Ltd  (“Essex”).   On  January  14,  2011,  Randsburg 
International Gold Corp. (“Randsburg”) purported to appoint an unlicensed privately-appointed receiver over the 
assets of Essex pursuant to a general security agreement granted to Randsburg in respect of a loan of $125,000 plus 
accrued  interest.   On  January  28,  2011,  Essex  advised  Randsburg  that  its  attempted  appointment  of  a  receiver 
contravened  section  243(4)  of  the  Bankruptcy  and  Insolvency  Act  (Canada)  which  provides  that  only  a  licensed 
trustee  may  be  appointed  as  a  receiver  pursuant  to  the  terms  of  a  security  agreement.   On  February  10,  2011, 
Randsburg purported to appoint a licensed trustee as a privately-appointed receiver over the assets of Essex.  Essex 
is taking steps to refute the efforts by Randsburg and Essex continues to retain possession of its assets.  

To  the  knowledge  of  the  Corporation,  no  director,  executive  officer  or  shareholder  of  the  Corporation  holding  a 
sufficient number of shares to affect materially the control of the Corporation, and no personal holding company of 
any  of  them,  has,  within  the  10  years  before  the  date  hereof,  become  bankrupt,  made  a  proposal  under  any 
legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangement or 
compromise  with  creditors,  or  had  a  receiver,  receiver  manager  or  trustee  appointed  to  hold  the  assets  of  the 
proposed director. 

To  the  knowledge  of  the  Corporation,  no  director,  executive  officer  or  shareholder  of  the  Corporation  holding  a 
sufficient number of shares to affect materially the control of the Corporation and no personal holding company of 
any of them,: (a) has been subject to any penalties or sanctions imposed by a court relating to securities legislation, 
or by a securities regulatory authority; or (b) since December 31, 2000, has entered into a settlement agreement with 
a  securities  regulatory  authority  or,  before  January 1,  2001,  entered  into  a  settlement  agreement  with  a  securities 
regulatory authority which would likely be important to a reasonable investor in making an investment decision; or 
(c) been  subject  to  any  other  penalties  or  sanctions  imposed  by  a  court  or  regulatory  body  that  would  likely  be 
considered important to a reasonable investor in making investment decision. 

CONFLICT OF INTERESTS 

To the knowledge of the Corporation, there are no existing or potential conflicts of interest between the Corporation 
and any director or officer of the Corporation.   The directors and officers of the Corporation may serve as directors 
or officers of other public resource companies or have significant shareholdings in other public resource companies. 
Situations  may  arise  in  connection  with  potential  acquisitions  and  investments  where  the  other  interests  of  these 
directors and officers may conflict with the interests of the Corporation. In the event that such a conflict of interest 
arises at a meeting of the directors of the Corporation, a director is required to disclose the conflict of interest and to 
abstain from voting on the matter. 

LEGAL PROCEEDINGS AND REGULATORY ACTIONS 

During  the  financial  year  ended  March 31,  2014  and  during  the  current  financial  year,  there  have  been  no 
(i) penalties  or  sanctions  imposed  against  the  Corporation  by  a  court  relating  to  securities  legislation  or  by  a 
securities  regulatory  authority;  (ii) other  penalties  or  sanctions  imposed  by  a  court  or  regulatory  body  against  the 
Corporation that would likely be considered important to a reasonable investor in making an investment decision; or 
(iii) settlement agreements entered into by the Corporation before a court relating to securities legislation or with a 
securities regulatory authority. 

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS 

During the three most recently completed financial years or during the current financial year of the Corporation, to 
the  knowledge  of  the  Corporation,  no  director  or  executive  officer  of  the  Corporation,  no  shareholder  that 
beneficially owns, or controls or directs, directly or indirectly, more than 10% of the securities of the Corporation, 
and no associate or affiliate of any of them, has or had any material interest, direct or indirect, in any transaction that 
has materially affected or is reasonably expected to materially affect the Corporation. 

48 

 
 
 
 
 
AUDITORS, REGISTRAR AND TRANSFER AGENT 

The Corporation’s registrar and transfer agents are: 

Security Transfer Registrars Pty Ltd 
Suite 1, Alexandria House 
770 Canning Highway 
Applecross Western Australia 6153 

TMX Equity Transfer Services 
200 University Avenue, Suite 400 
Toronto, Ontario  Canada M5H 4H1 

The Corporation’s auditor is: 

Ernst & Young 
680 George Street 
Sydney 2000 New South Wales 
Australia 

MATERIAL CONTRACTS 

Other than as described elsewhere in this AIF, the Corporation has not entered into any material contracts, except as 
follows:   

  Fermont Royalty Agreement*; 

  Reciprocal Rights Agreement with Fancamp Exploration Ltd.*;  

  Cluster 3 Option Agreement with Cartier Iron Corporation*; 

  Altius Option Agreement; 

  Voting and Exchange Trust Agreement; and 

  Subscription agreement* with Baotou Chen Hua Investments Limited. 

* signed by the Corporation’s wholly-owned subsidiary, Champion Iron Mines Limited. 

INTEREST OF EXPERTS 

The  following  persons  and  companies  have  prepared  or  certified  a  statement,  report  or  valuation  described  or 
included in a filing, or referred to in a filing, made by the Corporation under National Instrument 51-102 during, or 
relating to, the financial years of the Corporation ended March 31, 2014 or to date: 

Collins Barrow Toronto LLP, Chartered Accountants 

Ms. Tracy Armstrong, P.Geo., and Mr. Antoine Yassa, P.Geo. of P&E Mining Consultants Inc. 

Mr. André Allaire, Eng, M. Eng, Ph.D. and Mr. Patrice Live, Eng.,. of BBA Inc. 

Martial Major, Eng. of Rail Cantech Inc. 

Ernst  &  Young,  the  external  auditors  of  the  Corporation,  reported  on  the  financial  statements  for  the  year  ended 
March  31,  2014.  Ernst  &  Young  advised  the  Corporation  that  it  has  no  registered  or  beneficial  interest,  direct  or 
indirect, in any securities or other property of the Corporation.  Ernst & Young has advised the Corporation that it is 
independent of the Corporation in accordance with the Rules of Professional Conduct of the Institute of Chartered 
Accountants of Ontario. 

P&E Mining Consultants Inc, co-authored the Fire Lake North PFS (see “Material Properties”). 

BBA Inc. co-authored the Fire Lake North PFS (see “Material Properties”). 

49 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rail Cantech Inc. co-authored the Fire Lake North PFS (see “Material Properties”).  

To the knowledge of the Corporation, after reasonable enquiry, none of the foregoing persons, beneficially owns, 
directly or indirectly, or exercises control or direction over any securities of the Corporation representing more than 
1% of the outstanding Ordinary Shares. 

AUDIT COMMITTEE INFORMATION 

Audit Committee Charter 

The text of the Audit Committee's charter is attached as Schedule “A” hereto.  

Composition and Independence of Audit Committee 

The Audit Committee is currently composed of three (3) members, Andrew J. Love, Gary Lawler and Paul Ankcorn, 
none  of  whom  is  an  executive  officer  or  employee  of  the  Corporation.  All  of  the  Audit  Committee  members  are 
independent as defined in National Instrument 52-110 – Audit Committees (“NI 52-110”).   

Financial Literacy 

NI 52-110 provides that an individual is “financially literate” if he or she has the ability to read and understand a set 
of  financial  statements  that  present  a  breadth  and  level  of  complexity  of  accounting  issues  that  are  generally 
comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the issuer's 
financial statements. 

All of the members of the Audit Committee are financially literate. 

Relevant Education and Experience 

Each Audit Committee member possesses certain education and experience which is relevant to the performance of 
his or her responsibilities as an Audit Committee member and, in particular, education or experience which provides 
the  member  with  one  or  more  of  the  following:  an  understanding  of  the  accounting  principles  used  by  the 
Corporation  to  prepare  its  financial  statements;  the  ability  to  assess  the  general  application  of  such  accounting 
principles  in  connection  with  the  accounting  for  estimates,  accruals  and  reserves;  experience  preparing,  auditing, 
analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that 
are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the 
Corporation’s  financial  statements,  or  experience  actively  supervising  one  or  more  individuals  engaged  in  such 
activities; and an understanding of internal controls and procedures for financial reporting. 

Andrew J. Love has obtained significant financial experience and exposure to accounting and financial issues in his 
capacity as a Chartered Accountant with more than 30 years experience in corporate recovery and reconstruction in 
Australia. He was a senior partner of Australian accounting firm Ferrier Hodgson from 1976 to 2013 and is now a 
consultant. In that time he advised major local and overseas companies and financial institutions in a broad variety 
of  restructuring  and  formal  insolvency  assignments.  During  this  time  Mr.  Love  specialized  in  the  Resources 
Industry.  Mr. Love has been an independent company director of a number of companies over a 25-year period in 
the Resources, Financial Services and Property Industries. This has involved corporate experience in Asia, Africa, 
Canada, United Kingdom and United States. Mr. Love’s previous recent Board positions have included Chairman of 
ROC Oil Ltd., Deputy Chairman of Riversdale Mining Limited., Director of Charter Hall Office Trust and Chairman 
of Museum of Contemporary Art. 

Gary  Lawler  has  obtained  significant  financial  experience  and  exposure  to  accounting  and  financial  issues  in  his 
capacity as a leading Australian mergers and acquisitions lawyer who has been involved in some of Australia`s most 
notable  merger  and  acquisition  transactions.  Mr  Lawler  has  over  30  years’  experience  as  a  practising  corporate 
lawyer and is currently a senior partner of the legal firm Ashurst Australia. Mr Lawler was also previously a director 
of Riversdale Mining Limited and Dominion Mining Limited. Mr Lawler is also currently a director of Riversdale 
Resources Limited. 

Paul Ankcorn has obtained significant financial experience and exposure to accounting and financial issues in his 
current position as Chief Financial Officer of Tartisan Resources Corp. and Great Lakes Graphite (both since 2008) 
and  his  past  positions  as  Chief  Financial  Officer  of  Richmond  Minerals  Inc.  from  March  2006  to  October  2006, 
Terex Resources Inc. from October 2001 to June 2005 and Cuervo Resources Inc. from April 2005 through 2008. 

50 

 
 
Mr.  Ankcorn  has  been,  and  is  currently,  an  officer  and/or  director  of  a  number  of  publicly  traded  resource 
exploration companies. 

Mandate 

The mandate of the Audit Committee is to oversee the Corporation’s financial reporting processes and to liaise with 
the  external  auditors.  In  addition  to  reviewing  the  financial  controls  of  the  Corporation  which  are  its  ongoing 
responsibility,  the  Audit  Committee  reviews  the  annual  financial  statements,  quarterly  financial  statements,  and 
provides oversight of the accounting and financial reporting process and any other significant financial issues. The 
Audit Committee is scheduled to meet at least two (2) times a year and otherwise as frequently and at such intervals 
as  it  determines  is  necessary  to  carry  out  its  duties  and  responsibilities,  including  meeting  separately  with  the 
external auditors. 

External Audit Fees 

The  following  table  sets  forth  the  fees  billed  to  the  Corporation  by  Ernst  &  Young,  the  external  auditors  of  the 
Corporation, for services rendered in the last two fiscal years.  

Ernst & Young (Australian firm) 

Audit and review of the financial report 

Investigating accountant’s report 

Collins Barrow (Canadian firm) 

Audit and review of the financial report 

Review of interim financial statements 

Review  of  pro-forma  consolidated  financial 
statements 

Taxation services 

Total 

2014 

61,000 

55,300 

27,500 

22,000 

12,300 

13,500 

191,600 

2013 

-

-

45,000

22,000

-

15,500

82,500

The Corporation appointed Ernst & Young as auditors on November 26, 2013. 

ADDITIONAL INFORMATION 

Additional  information  relating  to  the  Corporation  may  be  found  under  the  Corporation’s  profile  on  SEDAR  at 
www.sedar.com.    Further,  information  with  respect  to  the  Corporation,  including  directors'  and  officers' 
remuneration  and  indebtedness,  principal  holders  of  securities  of  the  Corporation  and  securities  authorized  for 
issuance under equity compensation plans is contained in the management information circular of the Corporation 
for  its  most  recent  annual  meeting  of  shareholders  (the  “Information  Circular”)  that  involved  the  election  of 
directors.  Additional financial information is provided in the comparative consolidated financial statements and the 
management's discussion and analysis of the Corporation for its most recently completed financial year. A copy of 
this Annual Information Form, the annual report of the Corporation for the financial year ended March 31, 2014 and 
the Information Circular may be obtained from SEDAR or upon request from the Secretary of the Corporation. 

51 

 
 
 
 
SCHEDULE A 

AUDIT COMMITTEE CHARTER – CHAMPION IRON LIMITED (the "Company") 

The Audit Committee is a committee of the Board of Directors of the Company to which the Board delegates 
its responsibilities for the oversight of the accounting and financial reporting process and financial statement 
audits. 

Membership 

Membership will be not less than three non-executive Directors as appointed by the Board. 

Overall Purpose 

The overall purpose of the Audit Committee is to protect the interests of Champion Iron shareholders and other 
stakeholders by overseeing: 

  On behalf of the Board: 

o  The integrity of financial reporting; 

o  The  adequacy  of  the  control  environment  and  the  processes  for  identifying  and  managing 

risk; 

o  The internal and external audit functions; 

o  Treasury and taxation practises; and 

 

 As requested by the Board: 

o  Compliance with applicable legal and regulatory requirements and internal codes of conduct. 

The Committee will assist the Board by making appropriate recommendations. The Committee does not make 
decisions on behalf of the Board unless such authority in respect of any matter is expressly delegated by the 
Board. 

Chairman 

The Chairman of the Audit Committee will be appointed by the Board. The Chairman of the Committee shall 
be independent (ie have no material relationships with Champion other than Board and Committee roles) and 
shall not be the Chairman of the Board. 

The Chairman of the Committee shall: 

  Be knowledgeable of Champion’s business and financial and auditing processes; 

  Oversee planning and conduct of Committee meetings including approval of agendas and minutes; 

  Oversee written and verbal reporting to the Board on key matters arising from the Committee, and 

  Be involved in the selection of Committee members. 

A - 1 

 
 
 
 
 
Member Requirements 

All members of the Committee will be non-executive Directors and will be independent. Whilst the Chairman 
of the Board is precluded from chairing the Committee, the Chairman of the Board is not precluded from being 
a member of the Committee. All Committee members will be financially literate and at least one member will 
have accounting or related financial expertise. 

Meeting Arrangements 

The  Committee  shall  meet  at  least  four  times  a  year.  Additional  meetings  may  be  held  if  requested  by  the 
Committee Chairman. A quorum for Committee meetings will require at least two members.  

The Chief Executive Officer and Chief Financial Officer will be present for the entirety of all meetings except 
when  the  Committee  Chairman  requests  or  consents  otherwise.  The  Chairman  may  invite  other  senior 
management to attend meetings as appropriate.  

The external and internal auditor will attend meetings at the invitation of the Chairman. The Committee will 
regularly meet with external and internal auditors, without management present.  

All board members are to be issued an invitation to attend each meeting, including those where the focus of the 
discussion is period and financial reporting. 

Secretarial 

The Company Secretary or his designate shall be the secretary of the Committee and will be responsible for the 
minutes of meetings. 

Responsibilities 

The Committee shall oversee the external audit function. This oversight will include: 

  Reviewing the performance of the external auditor; 

  Making recommendations to the Board of Directors regarding the continuation or termination of the 

external auditor’s engagement and/or any material revision to the terms of engagement; 

  Evaluating  the  independence  of  the  external  auditor  and  ensuring  that  the  provision  of  non-audit 

services by the external auditor does not adversely impact independence; 

  Reviewing the appropriateness of the audit approach, scope and methodology; 

  Reviewing  the  results  of  the  auditor’s  work  with  particular  emphasis  on  unresolved  or  unadjusted 

issues between auditors and management; 

  Providing  a  direct  line  of  communication  between  the  external  auditor  and  the  Board  which  is 

independent of management; 

  Reviewing all reports to the Board and Committee by the external auditor; and 

  Approving external auditor’s fees. 

The  Committee  shall  assist  the  Board  of  Directors  in  fulfilling  its  fiduciary  responsibilities  relating  to 
accounting and reporting practices by: 

A - 2 

  Reviewing  compliance  with  Accounting  Standards,  Financial  Reporting  Standards,  Stock  Exchange 

requirements and other legal requirements; 

  Reviewing  the  position  taken  by  management  on  significant  transactions  and  accounting  issues  and 

any unusual or highly judgemental matters; 

  Monitoring the effectiveness of the accounting and internal control systems; 

  Reviewing  quarterly,  half  year  and  full  year  Financial  Statements  and  making  the  necessary 

recommendations to the Board; 

  Considering capital management matters, including proposed dividends, prior to consideration by the 

Board; 

  Ensuring that there are no material unresolved issues between management and the external auditor; 

and 

  Reviewing other financial information distributed externally as required. 

The  Committee  will  review  other  key  financial  processes,  in  particular  the  tax  and  treasury  operations,  to 
ensure prudent management practices are in place. 

The Committee shall assist the Board with regard to oversight of the Company’s risk management processes 
by: 

  Developing an understanding of key risk areas and the consequences of major risk events; 

  Gaining  assurance  as  to  the  adequacy  of  the  Company’s  policies  and  processes  for  integrating  risk 

management into its operations; and 

  Reviewing the insurance strategy and determining the extent to which it aligns with the risk exposure 

of the Company. 

The Committee shall oversee the internal audit function. The oversight will include: 

  Reviewing the performance of the internal auditor and the approval of the annual internal audit plan; 

  Reviewing significant internal audit findings and action by management to address these; 

  Facilitating  a  direct  line  of  communication  from  the  internal  auditor  which  is  independent  of 

management; and 

  Approving the appointment of the Manager Risk and Internal Auditor. 

As requested by the Board, the Committee shall review the processes and internal controls that management 
have put in place to ensure compliance with laws, regulations and internal codes of conduct. 

Reporting Mechanism to the Board 

The  Committee  Chairman  will  report  to  the  Board  after  each  Committee  meeting  and  will  make 
recommendations to the Board as appropriate.   

A - 3 

 
Access to Information and Independent Advice 

The Committee has the authority, subject to the law, to require access to any information, document, report or 
material in the possession of any employee of the Company or any related body corporate, and all employees 
must comply with such requests from the Committee. 

The Committee may, with prior written approval of the Chairman of the Board, obtain such independent legal, 
financial, and other advice as it considers necessary, with the cost borne by the Company. 

Reliance 

Audit  Committee  members  are  entitled  to  rely  on  employees  of  the  Company  or  professional  advisers  or 
consultants engaged by the Committee or the Company where: 

  There  are  reasonable  grounds  to  believe  that  the  employee,  adviser  or  consultant  is  reliable  and 

competent; and 

  The reliance was made in good faith and after making an independent assessment of the information. 

Review Processes 

The Charter, composition and annual agenda for the Committee will be reviewed at least annually. Any changes to 
this  Charter  will  require  the  approval  of  the  Board.  The  Committee  will  undertake  a  formal  process  of  self-
assessment on an annual basis. The results of this assessment will be communicated to the Board in order to assist 
the Board in its periodic review of the Committee’s effectiveness. 

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