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Press release from Marketwire

Champion and Fancamp Enter Into Letter of Intent for Champion's Acquisition of Fancamp's Joint Venture Interest in the Fermont Properties and Subscription for Private Placement in Fancamp

Wednesday, May 09, 2012

Champion and Fancamp Enter Into Letter of Intent for Champion's Acquisition of Fancamp's Joint Venture Interest in the Fermont Properties and Subscription for Private Placement in Fancamp07:30 EDT Wednesday, May 09, 2012TORONTO, ONTARIO--(Marketwire - May 9, 2012) - CHAMPION MINERALS INC. (TSX:CHM)(FRANKFURT:P02) ("Champion") and FANCAMP EXPLORATION LTD. (TSX VENTURE:FNC) ("Fancamp") are pleased to announce that they have entered into a letter of intent for Champion to: (i) acquire Fancamp's 17.5% joint venture interest in the Fermont Properties (the "Acquisition") in consideration for 14,000,000 common shares and 7,000,000 non-transferable warrants, (ii) subscribe for 10,000,000 units (each consisting of one common share and one non-transferable warrant) of Fancamp for gross proceeds of $3,000,000 (the "Private Placement"), and (iii) waive its right to buy-down one-third (representing a 0.5% royalty interest) of Fancamp's 50% interest in the 3% royalty (the "Royalty") on the iron production from the Fermont Properties in consideration of the issuance of 8,000,000 common shares of Fancamp (the "Royalty Waiver"). All securities acquired in these transactions would be subject to a lock-up agreement for a period of six years following the closing date. The Fermont Properties consist of 17 iron-rich mineral concessions, totalling approximately 714 square kilometres in the Fermont Iron Ore District of northeastern Québec, located 250 kilometres north of Port-Cartier and 60 km southwest of the town of Fermont. Currently, Champion holds an 82.5% interest in the Fermont Properties and Fancamp holds the remaining 17.5% interest. On completion of the Acquisition, Champion will hold an undivided 100% interest in the Fermont Properties, subject to the Royalty.Tom Larsen, Champion's President and CEO commented, "Our agreement with Fancamp which would result in Champion's 100% ownership of the Fermont Properties will allow our project team to focus on advancing Fire Lake North to detailed feasibility study later this year and give us increased flexibility in arranging for development partners and sale of the iron ore concentrate. Also, Champion's investment in Fancamp builds on our existing partnership and will permit Champion shareholders to participate in future royalty cash flow from all Fermont Properties and the development of Fancamp's Magpie Project containing a substantial iron-titanium deposit."Fancamp's President, Peter H. Smith, stated, "This agreement with Champion will complete our contributory phase of Fancamp's share of the Fermont Joint Venture, locking in the value of a significant share of this immense asset originally staked by Fancamp as a grassroots project, a rather remarkable achievement in a short period of time. This arrangement will permit Fancamp shareholders to benefit from the expertise and experience of Champion's project team to build and operate the Fire Lake North Project and fully participate in the royalty stream from all Fermont Properties."Acquisition HighlightsAcquisition of Fancamp's 17.5% interest in the Fermont Properties currently governed by the Fermont Option and Joint Venture Agreement dated August 31, 2009 (the "Joint Venture Agreement") in consideration of the issuance of 14,000,000 common shares and 7,000,000 non-transferable warrants of Champion (the "Payment Warrants") representing 12.6% of the common shares of Champion on a non-diluted basis, including the 1,025,000 shares of Champion already owned by Fancamp. The Joint Venture Agreement will be terminated except that Champion's right of first refusal on the Lamellee iron property contained therein will continue. Each Payment Warrant will give Fancamp the right to purchase one common share of Champion at a price of $3.00 at any time between two and a half and three years after closing, subject to acceleration in certain circumstances. Fancamp will be entitled to nominate two persons to the Board of Directors of Champion, the first by appointment upon closing of the Acquisition and the second to be nominated for election at the next annual meeting of shareholders of Champion. Fancamp will not vote its common shares of Champion against any nominees to Champion's Board of Directors proposed by Champion or vote against any resolutions supported by the Board of Directors of Champion, subject to certain exceptions. Fancamp will be restricted from transferring securities of Champion for a period of six years following the closing date of the Acquisition, subject to certain exceptions, and transfers subsequent to that period will be subject to further restrictions. Private Placement HighlightsChampion will subscribe for 10,000,000 units of Fancamp at a price of $0.30 per unit which will result in Champion holding 16.49% of the common shares of Fancamp on a non-diluted basis, including the 8,000,000 common shares of Fancamp to be issued in consideration of the Royalty Waiver (described below). Each unit will consist of one common share and one non-transferable warrant (the "Private Placement Warrant"). Each Private Placement Warrant will give Champion the right to purchase one common share of Fancamp at a price of $0.60 at any time between two and a half and three years after closing, subject to acceleration in certain circumstances. If and when those warrants are exercised in the future and assuming no other shares of Fancamp are issued by Fancamp or are acquired by Champion, then Champion would hold 23.50% of the common shares of Fancamp on a partially-diluted basis, including the 10,000,000 common shares of Fancamp and 8,000,000 common shares of Fancamp to be issued in connection with the private placement (described above) and the Royalty Waiver (described below), respectively. Champion will be entitled to nominate two persons to the Board of Directors of Fancamp, the first by appointment upon closing of the Private Placement and the second to be nominated for election at the next annual meeting of shareholders of Fancamp. Champion will not vote its common shares of Fancamp against the election of any nominees to the Board of Directors proposed by Fancamp or vote against any resolutions supported by the Board of Directors of Fancamp, subject to certain exceptions. Champion will be restricted from transferring securities of Fancamp for a period of six years following the closing date of the Private Placement, subject to certain exceptions, and transfers subsequent to that period will be subject to further restrictions. Waiver of Right HighlightsChampion currently has a right to buy-down the Royalty from 3% to 2% on payment of $3,000,000. Fancamp holds a 50% interest in the Royalty. Champion will irrevocably waive the right to buy-down one-third (representing a 0.5% royalty interest) of Fancamp's 50% interest in the Royalty in consideration of the issuance of 8,000,000 common shares of Fancamp. Champion will retain the remaining right to buy-down the Royalty from 3.0% to 2.5%. The transactions remain subject to several conditions, being (i) the satisfactory completion of due diligence by each of Champion and Fancamp, (ii) the negotiation and execution of mutually satisfactory definitive agreements, and (iii) the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange for Champion and of the TSX Venture Exchange for Fancamp. It is anticipated that the closing will take place on or about May 10, 2012.About Champion Minerals Inc. Champion Minerals is an iron ore exploration and development company with offices in Montreal and Toronto, and is focused on developing its significant iron ore resources in the provinces of Québec and Newfoundland and Labrador. The Company's projects include: the Fermont Projects in Québec; and the Attikamagen Iron Property in Québec and Labrador. Champion's Fermont Projects, including the flagship Fire Lake North Project, are located in Canada's major iron ore producing district, in close proximity to three producing mines. Champion's team and advisory board includes mining and exploration professionals with substantial iron ore expertise to effectively advance the Fire Lake North Project into production.Please visit Champion's website at www.championminerals.com.About Fancamp Exploration Ltd.Fancamp Exploration Ltd. is a Canadian exploration company with an exceptional inventory of resource projects in various stages of development, acquired usually by staking, with the Company adding value through exploration and includes the following commodities; hematite magnetite iron formations, titaniferous magnetite and hematite, nickel/copper/PGM, chromite, VMS and gold.Please visit Fancamp's website at www.fancampexplorationltd.ca.The statements made in this news release that are not historical facts are "forward-looking statements" and readers are cautioned that any such statements are not guarantees of future performance, and that actual developments or results, may vary materially from those in these "forward-looking" statements. This news release includes certain information that may constitute "forward-looking information" under applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements about the Acquisition, Private Placement, Royalty Waiver and other aspects of the letter of intent. Forward-looking information is necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information, including the risks identified in the companies' annual information forms, management discussion and analysis and other securities regulatory filings by the companies on sedar (including under the heading "Risk Factors" therein). There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking information. Accordingly, readers should not place undue reliance on forward-looking information. All forward-looking information contained in this press release is given as of the date hereof and is based upon the opinions and estimates of management of the companies and information available to management as at the date hereof. Each of the companies disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.FOR FURTHER INFORMATION PLEASE CONTACT: Champion Minerals Inc.For further information about Champion:Thomas G. LarsenPresident and CEO(416) 866-2200ORJorge EstepaChampion Minerals Inc.Vice-President(416) 866-2200www.championminerals.comORFancamp Exploration Ltd.For further information about Fancamp:Peter H. Smith, Ph.D., P.Eng.President(514) 481-3172www.fancampexplorationltd.caORMichael D'AmicoBay Street Connect Investor Relations(647) 500-6023michael@baystreetconnect.comThis press release has been prepared jointly by Champion Minerals Inc. and Fancamp Exploration Ltd. and no regulatory authority has approved or disapproved the information contained herein.