Champion Iron Limited (CIAFF) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, and welcome to the Champion Iron to launch cash tender offer to acquire Rana Gruber. [Operator Instructions] Also note that this call is being recorded on Monday, December 22, 2025. I would now like to turn the conference over to Michael Marcotte. Please go ahead, sir.

Thank you, operator, and thank you, everyone, for joining us on this call, somewhat last minute here for the holidays. I'm very excited to talk to you about this opportunity. Before we get going, I'd like to highlight that we'll be using a presentation, which is available on our website at championiron.com. We're also going to be making forward-looking statements throughout this call. You can read more about our forward-looking statements, risks and assumptions on the disclaimer page of this presentation and in our MD&A. Joining me here on the call today includes many of our executives, including David Cataford, our CEO; Alexandre Belleau, our COO; and also Gunnar Moe, the CEO of Rana Gruber. Before we turn it to David for the formal portion of the presentation, I'll turn it to David, and then Gunnar to do introductory remarks for the transaction. David?

Thank you very much, Michael. Thanks, everyone, for being on the call today. I think a very positive announcement today. Our team is very excited about the announcement that we put out yesterday evening. I think over the years, Champion has built a strong foundation by delivering projects on time and on budget at Bloom Lake. And again, just finalizing a project now to be able to enter a new product, be able to deliver 69% Fe material to the market and diversify our client base to customers that are closer to home. I think the focus for us to deliver on high-grade iron ore has not changed. And when we look at the acquisition that we've announced yesterday, it continues our growth in the high-grade space. We've looked at many different opportunities across the globe in the past years. Timing was either not right for us. We were building a foundation, delivering on roughly about 7 years of CapEx investments to build that foundation. But now that we're delivering one of our main projects, the DRPF project to deliver our new product, we thought the timing was right and the opportunity was right for us to be able to propose this acquisition for Rana Gruber. When we look at the globe, it's important for us to be able to work in top jurisdictions. Canada and Norway, I believe, are two very good jurisdictions to be able to operate mining projects. And when we look at potential acquisitions, one, the asset is good, but what's very important as well is the workforce has to be incredible. And what we saw when we looked at the asset, was that it was very well run with great people, great talent and similar culture than what we have at Bloom Lake. So by combining the companies, we do feel that we will be able to find synergies together and be able to continue growing these businesses also together. When we look at other elements that are very similar between our businesses, obviously, climate, we operate in similar regions even if they're a few kilometers away on the globe, but both used to operating in the North and also we both benefit from low-cost hydroelectric power making our two projects, some of the lower CO2 intensity projects in the iron ore space, especially in the high-grade space. So we do feel that by combining the assets, we'll be able to capitalize on this in the coming years to be able to decarbonize the steel industry. So again, very excited to be able to propose this transaction. We'll go through the various elements how we propose to fund the acquisition and also where we see benefits by this. But I would like to turn it over to Gunnar, with whom I spent quite a lot of time in the past months to be able to give introductory remarks as well.

Thank you, David, and also thank you to everybody listening in. My name is Gunnar Moe, and I am the CEO of Rana Gruber. This is an important moment for us, and I want to share briefly who we are and why this partnership makes sense. Rana Gruber is more than a mining company. We have been a cornerstone of Norwegian industry for over 60 years, supplying high-quality iron ore to the European steel industry. Since our listing in 2021, we have delivered strong results both financially and operationally. And this year, we reached a major milestone, producing iron ore concentrate with 65% iron content. We are Norway's only iron ore producer with a large, high-quality resource base and a skilled team. Our optimal location and proximity to the European hubs gives us a significant competitive advantage. However, our people are the foundation of everything we do. And the culture of competence and safety is what sets us apart. Over the past months, I've seen how closely Champion Iron shares our vision with a focus on high-grade iron ore and decarbonating steel. We also share important values like transparency and long-term thinking, as well as a commitment to social responsibility. Together, we think we can achieve great things. Our team is ready to play a key role in Champion's expansion strategy while continuing to deliver the strong operations that have defined at Rana Gruber for decades. Thank you for your trust, and I look forward to hearing your perspectives on this exciting opportunity. Thank you, and back to you, David.

Thank you very much, Gunnar. So if we go through the transaction summary, what we're -- what we've announced is an all-cash transaction to acquire 100% of Rana Gruber shares for NOK 79 per share. This implies an equity value of roughly NOK 2.9 billion or just shy of USD 290 million. To be able to fund the transaction, we're looking at a combination of our own liquidities, around USD 100 million private placement with La Caisse de dépôt et placement du Québe, so Quebec's largest pension fund and also a fully underwritten commitment from Scotiabank for USD 150 million term loan. In terms of approvals and conditions, we already have over 51% of Rana Gruber's shareholder owning that have entered into a separate pre-acceptance undertaking. When we look at the next steps for this transaction, we expect potential close if everything goes according to plan in the second quarter of 2026. When we look at these acquisitions, so again, what was important when we looked at this was to be able to align with a group that has the same vision as us. And our vision to continue on the decarbonization of the steel industry is definitely on the top agenda to be able to align with a company that delivers tonnes into the European market which is definitely one of our targets to be able to increase the amount of sales in the future was beneficial for us. I know on a few calls, we've spoken in the past years that the European steel market was maybe in a more complicated position with quite a lot of steel from China seeing its way into Europe. But we have seen recently, Europe have plans to be able to change that in the near future and also in the medium future. So as you know, CBAM is coming into effect next year, and we'll see financial implications of that following and ramping up and having two of the lowest CO2 intensity iron ore mines in the world in the high-grade space, Bloom Lake and Rana Gruber, we do feel that we'll be able to benefit from that new regulation coming into Europe. Shorter term, what we have seen as well, is the European market has announced recently that they are looking to implement tariffs on various steel imports. So again, supporting potentially more steel being produced in the region. When we look at the jurisdictions, I also think -- important to be able to highlight that one, this combination will have two assets in Tier 1 jurisdictions, Norway and Canada. Norway has historically been very supportive of natural resource development and is also very pro business. So a very good jurisdiction for us to be able to enter when we look at this combination. I think what's important to highlight as well is that the team at Rana Gruber has delivered on expectations. They've got a very strong record, track record, and they've also got great expertise that I think by combining these two assets, we'll be able to benefit on the optimization at Rana Gruber and also at the optimization of Bloom Lake in the future. So we do see some potentials to be able to improve both of our sites with this combination. In terms of the asset, when we look at Rana Gruber, so a very well position in north of Norway. And project that probably has a bit of a simpler logistics flow than what we have at Bloom Lake. So when we look at the asset, the mining operations are roughly about 35 kilometers away from the processing plant and from the port. So very short distance on the rail. We have seen that rail be extremely efficient. So definitely a positive compared to what we've lived through in the past years, but we do see some potential to also continue optimizing down the road. The port is right beside the processing plant, so another very positive portion in terms of the flow for the material to see its way to the various clients in Europe. The mine produces roughly about 1.8 million tonnes per year of high-grade products, two blends of hematite iron ore and a specialty magnetite product that is also being produced, which will diversify the product mix that we currently have at Bloom Lake. In terms of the position or geographical position of the asset, so what's interesting is that the asset is roughly 3 to 4 days sailing time from various European clients. So this means that Rana Gruber is definitely a supplier of choice for a lot of European steel mills and they can have creative ways to be able to deliver tonnes with a different working capital portion for steel manufacturers than what producers that are further away can do. So definitely a positive for us to be able to increase our positioning in Europe. And again, when we talked about the European steel market, we do see short- and medium-term positives coming on this front. In terms of sustainability, so definitely a combination that aligns two companies with similar culture and values. Rana Gruber is one of the only sites in the world that has a lower CO2 intensity per tonne of high-grade iron ore produced. So again, we do believe that in the future, we'll be able to benefit from this once CBAM comes into effect and definitely a positive when we sell to European steel mills. Second, well, the access to renewable energy. So both sites, Rana Gruber and Champion have access to hydroelectric power at very attractive rates. In terms of historical financials, so when you look at the asset, it has delivered average of about 1.8 million tonnes per year in the past years. That has ramped up since 2010, 2012, so we have seen the team over there do great jobs to be able to maximize the amount of tonnes that are delivered from the site and working on an extensive due diligence, we do feel that there is opportunities for growth in the future. So we should be able to work with the Rana Gruber team to be able to seize those opportunities in the future. In terms of profitability, so we have seen the site deliver EBITDA ranging from $50 million to $110 million per year historically. And this is prior to Rana Gruber delivering on the recent upgrade to 65% Fe so the product was slightly lower grade in the past, and they're now on a path to be able to deliver 65% Fe material and even have opportunities to be able to continue increasing that grade. So we do see potential improvements in the future in terms of grade at the site. In terms of the funding structure, so we expect to fund this transaction out of cash from Champion. So as at September 30, 2025, Champion had roughly about CAD 325 million cash and cash equivalents on hand. This is Canadian dollars. And we do expect to deliver around USD 39 million of our own cash for the transaction. We've entered into a deal with Caisse dépôt as well for a private placement of USD 100 million. Why Caisse dépôt? Well, we've been partnered with Caisse dépôt since the beginning. They're actually the first group that have supported us to be able to deliver our restart of the Bloom Lake mine, and they've supported us since on various journeys that we've had to be able to create the foundation that we have today at Bloom Lake. But Caisse has always been a very good partner of us, and we're very happy that they will now become our largest shareholder at roughly about 8.5% of the company. We've also received a commitment letter from Scotiabank for a fully underwritten term loan of USD 150 million. When we look at the various financial metrics, we don't expect this to materially change our current leverage ratio. So we do feel that this transaction will be accretive for Champion shareholders. That being said, I'll turn it over to Michael Marcotte, who's worked extensively in the past months to be able to deliver on this acquisition. And I will then turn it over to the Q&A period of the call.

Thank you, David. So just to continue on what David has said here. I mean, obviously, this transaction offers bringing on a very stable improvement asset in the high grade to our portfolio, but also the funding structure enables an attractive proposition here for our shareholders. So namely, when we look in the last 12 months, Rana Gruber has contributed an EBITDA that's close to 20% of the equivalent of Champions and a bit more on free cash flow as they have some elements that enables a strong free cash flow conversion. And when we look at the transaction and the funding structure, we're only diluting investors by 5% to onboard these additional financial benefits. So when we look at the post transaction metrics, including the additional debt, we will onboard to complete the transaction. It is true that on a trailing basis, we're increasing slightly our leverage from about 1.3x to 1.6, which remains pretty close to many industry peers. But when we look on a forward basis, we're confident that with the DRPF project that's been completed as we speak, and also Rana Gruber's recent 65% upgrade, we're seeing some strong probabilities and potential to delever the business on a forward-looking basis, which will be a focus for our company. When we look at the portfolio of the business pro forma, this really brings a unique platform for investors. So namely, we continue to have an exclusive focus on high grade, which is something that many peers in the public markets have, but also having two very well-proven assets with long mine lives in our portfolio to bring the additional stability and a potential opportunity to collaborate on many fronts. I mean, obviously, there's other opportunities long term that we can explore with this portfolio, namely both assets have approximately 15-year mine life, a substantial resource that we can look to develop beyond to continue developing both of these assets into the future generations. But also having the larger cash flow base from these two combined assets, will enable the company to continue considering growth projects. Namely, we continue to advance the KAMI project feasibility study that we expect to finish by late next year. And I'll remind people as well that we have one of the largest cluster of high-grade iron ore in the world, which we name CLUSTER II, which is south of our Bloom Lake mine. So in the future, we do believe that having a larger cash flow base from these two combined assets could enable us to unlock other opportunities in the portfolio in the future. When we look at this potential transaction, it doesn't change our strategy. It actually supplements it. So namely, when we look at growth, we've always looked at growth in a very diligent way to be able to absorb growth within our own organic capabilities. And having the combined cash flow of these two assets will continue to have us elaborate those kind of opportunities in the future. We continue to have our commitment with regards to shareholder return. And again, having the stability of these two assets will enable us to potentially optimize shareholder return in the future, which we continue to evaluate. And also at the core of our business, remains making sure we want to create a positive impact in the communities where we operate. And we do know that's very important for the Mo i Rana community. And the Rana Gruber team has done an outstanding job on that front. And we look forward to collaborate with them on that front. And maybe before I turn it to Q&A, I'd just like to thank people here at Champion, and at Rana Gruber, I see many of whom here on the call. It's been great to collaborate with many people in recent weeks and months. And I think the collaboration we've had really proves that we share the same values and opportunities to collaborate on many fronts on technical expertise in the future. So with that, I'll turn it back to the operator for Q&A portion, and thank you, everyone.

[Operator Instructions] And your first question will be from Julio Mondragon at BMO Capital Markets.

It looks like a good transaction considering all the operational features and financial multiples. Could you explain a little bit more on how this is likely to impact your shareholders' return policy? Should we assume lower shareholder returns, while you focus on deleveraging your balance sheet? That will be my first question.

Julio, thanks for the question. So our strategy is not to be -- to lower our shareholder return strategy. So when we look at the next step, this is -- this combination is actually increasing the cash flow basis of the combined companies. So we do feel that in the future, this will benefit shareholders, especially by being able to seize the premiums in the high-grade space together.

Perfect. Maybe another question, if I may. So what are the key -- you already talked about the operational and financial synergies. But apart from working capital and the increasing output, what are the other key operational and financial synergies that you are expecting from this transaction? And also, do you expect Rana Gruber's assets to increase their output in the medium or long term? Or they will be producing between 1.8 million and 1.9 million tonnes per annum for the life of mine?

Yes. Thanks for the question. So when we look at the next steps for Rana Gruber, we do believe in the future that we'll be able to find ways to be able to optimize the output. For now, I think the main focus is to deliver on the new 65% Fe material and be able to eventually look at maybe even increasing that grade to be able to be -- and continue being a supplier of choice in Europe. This transaction definitely helps us consolidate more tonnes into the European market. We do believe it's going to open some doors in terms of Bloom Lake material to be able to also supplement or look at ways to be able to optimize the two products or the three products into an even better blend for the European market and also for North Africa. So I do see a lot of synergies in terms of product and client base. So that's definitely one of the main highlights. And also when we align with great people, we always find ways to be able to cross optimize different assets. So we do believe that we'll be able to have some optimizations also at the Bloom Lake front by this combination.

Next question will be from Craig Hutchison at TD Cowen.

You talked about just the timing around the transaction, but just I'm curious to hear just a little more thoughts on that. Just given how many internal growth opportunities you guys have with the ramp-up of the DRPF project, the potential to add another DR line at Bloom Lake, KAMI, pelletization, et cetera, even optimization of Bloom Lake, does this project just have generate a better IRR than your internal projects? I'm just kind of curious again on the transaction timing.

Yes. Thanks for the question, Craig. So when we look at this transaction and the timing, I mean, obviously, one, we don't always choose the timing when these opportunities become available. I think when we look at the foundation that we've built, I think we were ready to be able to go down that path. When we look at our internal projects, we've got a few that are a few years down the road. So even if you look at potentially a Phase I DRPF project, we need to be able to deliver on our current DRPF project, be able to place those tonnes closer to home, be able to materialize that premium. So we're obviously not in a situation where short term, we're going to take a decision on building another plant. There's always the opportunity of us combining the tonnes at Bloom Lake, as you know as well. So we do have potential to maximize the premiums for our material potentially by blending down some tonnes of our 66% with the current 69%. So there's a lot of elements that we'll be delivering this year. When we look at KAMI, we're permitting right now. We still haven't taken an FID. And if we decided to go forward, we probably have 2 to 3 years before there's even a single CapEx dollar coming from Bloom Lake to be able to fund the construction on a project like KAMI. So even if we have great opportunities within our company, sort of medium term, I think the timing is actually pretty good to combine with Rana Gruber and in the future, be able to increase the cash flow generated by both assets, and that will allow us to deliver on those growth initiatives though.

Okay. Great. Just in terms of -- you could provide some detail on the trailing EBITDA. But free cash flow-wise, it's a Rana Gruber of assets, if you could speak to the free cash flow yield in terms of the acquisition. But just -- are there any major investments that need to be made at Rana Gruber just that could impact free cash flow from that asset here in the next sort of 12 months?

So if you go to the Capital Day market that Rana Gruber just had, they had identified certain projects going forward. There is one that is a revamp of a crusher that they potentially have. And they do have a potential to go to 67% Fe material. So there were some projects. But obviously, when we look at the combination, we'll be able to look at this together and see what's the best potential timing for this. Apart from those two projects, we don't see any material CapEx elements in the short term. But if we do find ways to optimize the site and be able to increase the output going forward, I do think it's a product that the European market and North African market is going to want. So there might be ways to be able to optimize the output going forward. But apart from the two CapEx projects that I mentioned, which we'll be reevaluating with the team, we don't see any other elements in terms of CapEx projects.

Okay. And maybe just one last question for me. You mentioned the benefit from the CBAM coming in getting phased in. Can you give us any sense what that would mean in terms of potential premium you guys would receive other percentage-wise or on a per tonne basis? Just give us a sense of what that value is as you shift to marketing more in Europe?

Yes. Thanks for the question, Craig. It's a bit tough to answer that clearly right now as this is coming into the market next year. And as you know, it's a ramp-up in terms of the actual impact. When we look at a project like Rana Gruber, definitely, this is going to help on all fronts because it's pretty much the lowest CO2 intensity iron ore in the high-grade space in the world. So anything that the steel mills save, definitely, we'll be able to get a portion in terms of the Rana Gruber concentrate. We'll even be able to benefit on the Bloom Lake front. But it's very tough to give an actual dollar figure right now until we see that actually unfolding.

[Operator Instructions] And your next question will be from Fedor Shabalin at B. Riley Securities.

Thank you very much, operator, and good morning, afternoon, everyone. Congrats with the transactions. My first question is about private placement. Is there any lockup provisions and potential selling restrictions applicable to La Caisse shares acquired through this private placement? And what time line consideration should investors factor in regarding potential overhang from this approximately 8.5% stake, if anything?

Yes, thanks for the question. So when we look at La Caisse, they've been partners with us since 2017. So I mean, they've been long-term partners of ours already by increasing their ownership. I do feel that La Caisse is going to be a long-term shareholder of ours. But again, that's going to be their decision. I know there's a few on the call right now that is listening. But I think when we look at where we're positioned, where we contribute, how we've also been very accretive for La Caisse in the past years, I do feel that this is a long-term partnership. When we look at lockup, there's small lockups, but realistically, I think it's more of the positioning and the long-term implication that we've had together in the past that is, I hope, guarantee of the future.

And it's about for the Norwegian assets. I heard you touched on the potential for additional improvement beyond the recent upgrade to 65% recovery rate, right? So should we expect like a DRPF-like project in Norway just to grow percentage even higher than 65%, let's say, I don't know, 67%, 69% like DRPF target? And regarding cash cost, it looks like we're approximately in line with Canadian assets as of most recent completed period. Just confirm if it's correct. And additionally, if you could provide more detail on synergies, like particularly any quantification of each, even roughly, that would be super helpful.

I think that's the longest question I've ever heard. So I'll try to address every point. And if I missed some, just please get back to me. But when we look -- if I go backwards in your question, so in terms of cash cost, they actually position better than what we have at Bloom Lake or what we see with typical Canadian assets. So when you look at their all-in sustaining, they're definitely lower than what we have. So we think they're better positioned on the cost curve compared to us. In terms of corporate tax as well, so almost half of what we have here in Quebec versus what you see in Norway. So that's another definite benefits in terms of the free cash flow that can be generated by the asset. In terms of synergies, again, the synergies are much more on the product base and on the collaboration that we have to potentially optimize in the future, but we do think there's ways to be able to optimize the site as we mentioned. In terms of optimization, so there's two different elements. One Rana Gruber has just started to deliver on the 65%. So that's impacted their recovery. We do feel that by working together, we'll be able to increase the recovery and be able to maximize the output from the assets. So that's step one. Step two could be to be able to go to 67%. So Rana Gruber has announced publicly that they have a project to be able to go to 67%, as we mentioned, that will be reevaluated to see if there's better ways for us to collaborate on that front, but there is a possibility to go to that level. And again, it's at a ratio, a CapEx ratio that's much lower than what we've had to do at Bloom Lake to be able to deliver the same project. Again, on less tonnes, obviously, on 1.8 million tonnes, but when we look at the cost to be able to do that, it was lower than what we could have expected for that kind of quality. In terms of output, is there possibilities to increase the output at Rana Gruber? The answer is yes. We'll have to work together to be able to materialize that in the future, but we do see that as a potential. Once we delivered on the 65%, we've increased the recovery, and we've worked together to see the potential increases in output. That's definitely something that we will be looking at together. I don't think Rana Gruber will ever become a 10 million to 15 million tonne per year operation, but every tonne that we can increase from that operation, I think will be accretive for all shareholders. I don't know if I touched all the points, Julio -- sorry, but if you have any follow-ups, just let me know.

Next question will be from Brian MacArthur at Raymond James.

A lot of talk about the grade at Rana Gruber. Can you talk about the impurities and whether there's any benefit to -- when you're marketing with clients in, let's say, Europe because it's the best transportation to have synergies and advantages with your Bloom Lake materials or any advantage there as well?

Brian, thanks for the question. So when we look at Rana Gruber, there's a few products that they make. They make a specialized magnetite product that doesn't sell into the steel market. So it sells into the chemical market, which benefits from higher premiums and is not necessarily linked to the dynamics on the steel industry. So that's definitely one positive from the product mix. When you look at their hematite concentrate, they do benefit from slightly lower silica, so than what we have in our 66% material. So that's definitely one of the benefits as well for the European clients. But if you look on a macro level, they're pretty similar products.

And are there opportunities to expand the magnetite sales?

Definitely, yes. That's definitely one of the elements that we want to work together to be able to benefit, because it diversifies our clients, puts us in a niche market that has an even higher premium than what we have typically. So when you look at the future, and when you look at the mine plan of Rana Gruber, their magnetite actually increases a little bit over the next year. So there will be a possibility to make more of this material, and we do feel that's definitely a positive in the future for us to maximize revenues at Rana Gruber.

Great. And maybe if I can sneak one more in back to Craig's question about how you look at opportunities. You've now talked about the bigger company and I'll give you more flexibility to look at other opportunities. Should I be thinking about those as your internal Quebec opportunities because obviously, you have lots of options there, as you said? Or should I be thinking about, perhaps there's other Rana Grubers out there that you can still do to diversify your production base even more.

Yes. Thanks for the question, Brian. Again, I think when we add this asset, there's going to be some competing projects and we'll be able to see which ones have the best benefit for our shareholders. right now, we've got a pretty good pipeline of projects in Quebec and Labrador. So definitely, that's front and center for us. But as we potentially go forward with Rana Gruber, while then if there are opportunities in the region because when you look at the dynamic in the iron ore industry, there's very few groups of our size that can look at assets like Rana Gruber that produce roughly about 2 million tonnes per year, that can be accretive for our company. Obviously, an asset like this doesn't make a lot of sense in a producer that has 300 million tonnes of production per year. But because we're more in the niche market, high-grade premium, we saw a path for Rana Gruber to also get into the DR material. If there's other opportunities in the region, while they'll definitely compete our current projects.

At this time, ladies and gentlemen, it appears we have no other questions registered. I will turn the meeting back over to David Cataford.

Thanks, everyone, for one being on the call just a few hours before Christmas and maybe disturbing a little bit your pre-Christmas vacation, but thanks for being on the phone and being able to witness this exciting time for Champion and for Rana Gruber. Again, when we look at this potential combination, I mean, this is not us buying a Bloom Lake and it's a big fixer upper. This is us aligning ourselves with a great team with a great asset that's operated for decades in a non-interrupted way through all economic cycles. So very well positioned to service the European market. And are very well positioned to continue to grow by our combination. So I do think this is going to be very accretive for our shareholders down the road. And I do expect that we'll find great ways to optimize both our assets going forward. So with that being said, I'd like to thank everyone again for being on the call. I wish you a great holiday season for you and your families. And looking forward to speaking in -- at the end of January at our end of quarter call. Thanks, everyone.

Thank you, sir. Ladies and gentlemen, this does indeed conclude your conference call for today. Once again, thank you for attending.