Champion Iron Limited has entered into a transaction agreement with Rana Gruber ASA for a conditional, recommended voluntary cash tender offer to acquire all issued and outstanding shares of Rana Gruber at NOK 79 per share, implying a total equity value of approximately NOK 2.93 billion (C$399 million). The transaction is unanimously supported by Rana Gruber’s board and executive management, and shareholders representing about 51% of the company’s shares have provided pre-acceptance undertakings to tender, subject to agreed conditions.

Champion expects to fund the purchase price and related fees through a combination of equity, debt and cash on hand, including a US$100 million equity private placement with Caisse de dépôt et placement du Québec and a fully committed US$150 million senior secured non-revolving term loan facility solely underwritten by Scotiabank.

The offer is subject to customary launch and closing conditions, notably that Champion, indirectly through a wholly owned subsidiary, acquires more than 90% of Rana Gruber’s shares and voting rights, enabling a subsequent squeeze-out of remaining shareholders. The offer period is expected to commence toward the end of January 2026, with completion currently expected in the second quarter of 2026, subject to satisfaction or waiver of all conditions.

Legal advisors to Champion are Advokatfirmaet BAHR AS, Stikeman Elliott LLP, Ashurst LLP and McCarthy Tetrault LLP, with Clarksons Securities AS as financial advisor. Rana Gruber is advised by Wikborg Rein Advokatfirma AS and DNB Carnegie, while La Caisse is advised by Fasken Martineau DuMoulin LLP and Clayton Utz.