Champion Exchange Limited – s. 1(6) of the OBCA

June 13, 2017

Order

Applicant deemed to have ceased to be offering its securities to the public under the Business Corporations Act (Ontario).

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6).

IN THE MATTER OF
THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, c. B.16, AS AMENDED
(the “OBCA”)

AND

IN THE MATTER OF
CHAMPION EXCHANGE LIMITED
(the “Applicant”)

ORDER
(Subsection 1(6) of the OBCA)

UPON the application of the Applicant to the Ontario Securities Commission (the “Commission”) for an order pursuant to subsection 1(6) of the OBCA to be deemed to have ceased to be offering its securities to the public;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant is an “offering corporation” as defined in the OBCA, and has an authorized capital consisting of an unlimited number of exchangeable shares (“Exchangeable Shares”) and an unlimited number of common shares (“Common Shares”).

2. The Applicant has its head office at 20 Adelaide Street East, Suite 200, Toronto, Ontario, M5C 2T6.

3. Pursuant to articles of incorporation dated Decem-ber 24, 2013, the Applicant was incorporated under the laws of the Province of Ontario as a wholly-owned subsidiary of Champion Iron Limited (formerly known as Mamba Minerals Limited) (the “Parent”), a company existing under the laws of Australia, in order to implement the Arrangement (defined below).

4. In connection with a plan of arrangement between the Parent, the Applicant and Champion Iron Mines Limited (“CIML”), on March 27, 2014, the Applicant's shareholder approved by special reso-lution a plan of arrangement (the “Arrangement”) pursuant to which, among other things, the Parent and the Applicant acquired all of the outstanding common shares of CIML.

5. The Arrangement was approved by the Ontario Superior Court of Justice (Commercial List) on March 28, 2014.

6. In connection with the Arrangement, the Applicant issued Exchangeable Shares to shareholders of CIML.

7. On or about January 30, 2017 (the “Redemption Date”), the Parent redeemed all of the remaining outstanding Exchangeable Shares of the Applicant (“Remaining Exchangeable Shares”). On the Redemption Date, holders of Remaining Exchangeable Shares received one ordinary share of the Parent in exchange for each Remaining Exchangeable Share (the “Redemp-tion”).

8. As a result of the Redemption, the Applicant has no outstanding securities, including debt securi-ties, other than the Common Shares.

9. All of the issued and outstanding Common Shares are held by the Parent.

10. Neither the Common Shares nor the Exchangeable Shares were at any time listed on an exchange or a marketplace as defined in National Instrument 21-101 Marketplace Opera-tion or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.

11. The Applicant has no intention to seek public financing by way of an offering of securities.

12. Pursuant to the Arrangement, the Applicant became a reporting issuer, or the equivalent, in British Columbia, Alberta, Saskatchewan, Mani-toba, New Brunswick, Nova Scotia, Ontario, Prince Edward Island and Newfoundland and Labrador.

13. On May 24, 2017, the Applicant was granted an order that it is not a reporting issuer in Ontario pursuant to subclause 1(10)(a)(ii) of the Securities Act (Ontario), and is not a reporting issuer or the equivalent in any other jurisdiction of Canada in accordance with the simplified procedure set out in National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS HEREBY ORDERED by the Commission pursuant to subsection 1(6) of the OBCA that the Applicant is deemed to have ceased to be offering its securities to the public.

DATED at Toronto on this 13th day of June, 2017.

“Timothy Moseley”
Commissioner
Ontario Securities Commission

“Garnet Fenn”
Commissioner
Ontario Securities Commission