JOINT PRESS RELEASE: Agreement with Champion Iron Limited on recommended voluntary cash tender offer

21 Dec 2025 21:00 CET

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Agreement with Champion Iron Limited on recommended voluntary cash tender offer
of NOK 79 per share to the shareholders of Rana Gruber ASA

The board of directors of Rana Gruber ASA (the “Company”; OSE: “RANA”), Champion
Iron Limited (TSX: CIA; ASX: CIA; OTCQX: CIAFF) (“Champion”) and Drakkar BidCo
AS (the “Offeror”), a newly established acquisition vehicle owned by Champion,
are pleased to announce that they today have reached an agreement on the terms
of a recommended voluntary cash tender offer to acquire all issued and
outstanding shares (the “Shares”) in the Company pursuant to the terms and
conditions of a transaction agreement (the “Transaction Agreement”) entered into
on the date hereof (the “Offer”).

A cash consideration of NOK 79 (the “Offer Price”) will be offered for each
Share, representing an aggregate equity purchase price for the entire issued and
outstanding share capital of the Company of approximately NOK 2,930 million.

The Offer Price is close to the all-time high closing price of the Shares on
Euronext Oslo Børs and represents a premium of:

- 12.9% to the closing trading price for the Shares on Euronext Oslo Børs on 19
December 2025 of NOK 70.0;

- 17.4% to the 20 days’ volume weighted average share price from 20 November
2025 up to and including 19 December 2025 of NOK 67.3; and

- 21.3% to the 60 days’ volume weighted average share price from 29 September
2025 up to and including 19 December 2025 of NOK 65.1.

The Company's board of directors (the “Board”) has unanimously resolved to
recommend the shareholders of the Company to accept the Offer. DNB Carnegie, a
part of DNB Bank ASA, has acted as financial adviser to the Board of Rana Gruber
and has provided advisory support during the Board’s consideration and
recommendation of the offer.

Key shareholders of the Company, including Mirabella Financial Services LLP, on
behalf of Svelland Global Trading Master Fund and certain other accounts
(together “Svelland”), multiple large shareholders and all members of the Board
and the executive management of the Company owning Shares, who collectively own
approximately 51% of the issued and outstanding Shares as at the date of this
announcement, have irrevocably undertaken to accept the Offer (the
“Pre-Acceptances”).

Strategic rationale

The Company has a rich and long history as the only iron ore producer in Norway,
supplying the European steel industry with high-quality iron ore concentrates.
Since listing on Euronext Oslo in 2021, the company has delivered strong
financial and operational results and established itself as a premium producer
of iron ore concentrates.

Champion is a recognized leader in high-quality iron ore mining operations and
development and has a strong track record as a leading supplier to the green
steel value chain. Through the Company, Champion gains a long life of mine asset
with renewable power access and a proven history with decades of continuous
operations. The proposed transaction creates a more diversified high-grade iron
ore platform. It unlocks opportunities for collaboration on logistics and
European market penetration and is aligned with Champion’s vision to service the
green steel supply chain.

"The proposed acquisition of Rana Gruber supports our vision to collaborate in
decarbonizing the steel industry by leveraging its quality resources and proven
iron ore operations. The proposed transaction strengthens Champion’s leadership
in the global high-quality iron ore industry by diversifying our asset base and
product portfolio. In our dialogue with Rana Gruber, we have identified several
opportunities, including technical cooperation, customer engagement, and asset
improvement potential. Through our collaboration with Rana Gruber’s management
team, we intend to uphold our commitment to creating a positive impact for the
local communities where we operate," said Champion’s CEO, Mr. David Cataford.

The potential transaction provides the Company with an industrial and strategic
owner, offering sector expertise and a long-term perspective to support its
operational development and capacity to accelerate its strategic efforts.

“Rana Gruber has evolved through many phases over more than 60 years, most
recently with our ambition to upgrade our high-grade iron ore production
quality. Champion’s offer confirms the strength of our strategy and the progress
we have made in improving product quality over time. Champion is one of the most
successful producers of high-quality products for the steel industry, and we
share the same strategy, values, and culture. I am confident that this will
strengthen Rana Gruber’s future and secure local jobs for decades to come,” said
the Company’s CEO, Mr. Gunnar Moe.

Key terms of the Offer

The Company's shareholders will be offered NOK 79 per Share in cash. The total
value of the Offer is approximately NOK 2,930 million, based on the number of
issued and outstanding Shares as at the date of this announcement.

The formal and complete details of the Offer, including all terms and conditions
thereof, will be included in an offer document for the Offer (the “Offer
Document”) to be sent to the Company's shareholders with known addresses in
jurisdictions who may lawfully accept the Offer following review and approval by
the Financial Supervisory Authority of Norway (“NFSA”) pursuant to Chapter 6 of
the Norwegian Securities Trading Act. The Offer Document is expected to be
approved by the Financial Supervisory Authority of Norway in time for the Offer
Period (defined below) to commence towards the end of January 2026. The Offer
may only be accepted on the basis of the Offer Document.

The launch of the Offer is subject to customary conditions being satisfied,
including that the Pre-Acceptances remain valid and in full force and effect,
the final approval of the Offer Document has been received from the NFSA, that
no Material Adverse Change (as defined in the Transaction Agreement) has
occurred, that the Company in all material respects has complied with its
obligations under the Transaction Agreement and there otherwise has not been any
material breach of the Transaction Agreement by the Company and that the Board's
recommendation of the Offer is not withdrawn, qualified or amended, in each case
as further detailed in the Transaction Agreement. Conditions for completion of
the Offer are set out below.

The Offer will not be made in any jurisdiction in which the making of the Offer
would not be in compliance with the laws of such jurisdiction.

Pre-acceptances

Svelland, multiple large shareholders and all members of the Board and the
executive management of the Company owning Shares, representing approximately
51% of the issued and outstanding Shares as at the date of this announcement,
have entered into separate Pre-Acceptances, whereby they irrevocably have
undertaken to tender their shares into the Offer. As part of the
Pre-Acceptances, the pre-accepting shareholders have agreed to customary
non-solicit covenants, including not to solicit or accept alternative offers for
the Shares or otherwise take any action that would delay, prevent or frustrate
the Offer.

The Pre-Acceptances are binding and irrevocable, provided that the
Pre-Acceptances may be terminated if, prior to the expiry of the acceptance
period for the Offer, each of the following conditions are fulfilled: (A) an
unsolicited bona fide legally binding competing offer for all the Shares is
announced at a price per Share of more than a specified threshold above the
Offer Price, provided that the pre-accepting shareholder has not breached its
Pre-Acceptance in relation to such competing offer, (B) the Board has announced
that it has withdrawn its recommendation of the Offer, provided that such
withdrawal is in accordance with the Transaction Agreement, and (C) the Company
has terminated the Transaction Agreement, provided that such termination is in
accordance with the Transaction Agreement and in response to an unsolicited bona
fide legally binding superior competing offer as defined therein.

Conditions for completion of the Offer

As will be further detailed and specified in the Offer Document, completion of
the Offer will be subject to the following conditions being satisfied or waived,
in whole or in part, by the Offeror:

- shareholders of the Company representing more than 90% of the issued and
outstanding share capital and voting rights of the Company on a fully diluted
basis (as defined in the Offer Document) having validly accepted the Offer;

- the Board shall not have amended, qualified, modified or withdrawn its
unanimous recommendation of the Offer;

- the Company shall have conducted its business in the ordinary course of
business in all material respects;

- no law and no court or governmental or regulatory authority of any competent
jurisdiction shall have taken or threatened to take any form of legal action
that would in either case make the consummation of the Offer dependent on its
consent or illegal or restrain or prohibit the consummation of the Offer, or
impose certain conditions as set forth in the Offer Document;

- no Material Adverse Change (as defined in the Offer Document) shall have
occurred between the date of the Transaction Agreement and until settlement of
the Offer; and

- no material breach by the Company of the Transaction Agreement shall have
occurred, and the Company shall not have terminated or attempted to terminate
the Transaction Agreement.

Barring unforeseen circumstances or extensions of the acceptance period of the
Offer, it is currently expected that the Offer will be completed in the second
quarter of the calendar year 2026, assuming the prior satisfaction or waiver of
all conditions for the Offer.

Transaction Agreement

Pursuant to the Transaction Agreement, the Board has agreed to not amend, modify
or withdraw its recommendation of the Offer, unless an unsolicited bona fide
legally binding superior competing offer from a third party capable of being
accepted and received by the Company is made, and the Board determines (acting
in good faith and after consultation with its financial and legal advisors and
taking into account all aspects of the relevant offer, including financial,
regulatory and other relevant terms and conditions of such competing offer),
that the competing offer is more favourable to the Company's shareholders
(provided that that such offer has not been received in breach of the Company’s
non-solicitation undertakings in the Transaction Agreement), and the Offeror has
not matched such superior competing offer.

As part of the Transaction Agreement, the Company has also accepted certain
undertakings and covenants to the Offeror until the Offer is completed, lapses
or is withdrawn, including that the Company shall not propose or distribute any
dividends. The Company has also agreed to customary non-solicit covenants and a
customary right to match any superior competing proposal in favour of the
Offeror.

If the Transaction Agreement is terminated by either the Offeror or the Company
because the Board has amended, modified, withdrawn or failed to maintain or
re-confirm its recommendation of the Offer through a statement upon a competing
offer or matching offer, or by the Offeror upon a material breach of the
Transaction Agreement by the Company, the Company is obliged to pay USD 2
million to the Offeror as compensation for the costs it has incurred in
preparing the Offer.

Advisors

Advokatfirmaet BAHR AS, Stikeman Elliott LLP, Ashurst LLP and McCarthy Tetrault
LLP are acting as legal advisors to the Offeror, while Clarksons Securities AS
is acting as financial advisor for the Offeror. Wikborg Rein Advokatfirma AS is
acting as legal advisor to the Company, while DNB Carnegie, a part of DNB Bank
ASA, is acting as its financial advisor. Salto Advisers AS is acting as Investor
Relations adviser to the Company.

About Rana Gruber ASA

The Company is a Norwegian iron ore producer established in 1964, with
operations based on more than 200 years of mining experience. The Company's
products are based on natural mineral resources, which are processed and
exported to customers worldwide. Key customers include steel producers and
participants in the chemical industry. The Company has about 370 employees and a
production capacity of 1.8 million metric tons of iron ore concentrates.

About the Offeror and Champion

The Offeror, Drakkar BidCo AS, is a Norwegian private limited liability company
with registration number 936 579 353. The Offeror is a newly established
acquisition vehicle for the purpose of the Offer, owned by Champion.

Champion, through its wholly-owned subsidiary Quebec Iron Ore Inc., owns and
operates the Bloom Lake Mining Complex located on the south end of the Labrador
Trough, approximately 13 kilometres north of Fermont, Québec. Bloom Lake is an
open-pit operation with two concentration plants that primarily source energy
from renewable hydroelectric power, having a combined nameplate capacity of 15M
wet metric tonnes per year that produce lower contaminant high-grade 66.2% Fe
iron ore concentrate with a proven ability to produce a 67.5% Fe direct
reduction quality iron ore concentrate. Benefiting from one of the highest
purity resources globally, Champion is investing to upgrade half of the Bloom
Lake's mine capacity to a direct reduction quality pellet feed iron ore with up
to 69% Fe. Bloom Lake's high-grade and lower contaminant iron ore products have
attracted a premium to the P62 index. Champion ships iron ore concentrate from
Bloom Lake by rail, to a ship loading port in Sept-Îles, Québec, and has
delivered its iron ore concentrate globally, including in China, Japan, the
Middle East, Europe, South Korea, India and Canada. In addition to Bloom Lake,
Champion holds a 51% equity interest in Kami Iron Mine Partnership, an entity
also owned by Nippon Steel Corporation and Sojitz Corporation, which owns the
Kami Project. The Kami Project is located near available infrastructure, only 21
kilometres southeast of Bloom Lake. Champion also owns a portfolio of
exploration and development projects in the Labrador Trough, including the
Cluster II portfolio of properties, located within 60 kilometres south of Bloom
Lake.

This document has been authorized for release to the market by the board of
directors of Champion Iron Limited.

Contacts

Rana Gruber ASA
Gunnar Moe, CEO of Rana Gruber
+47 941 47 650
gunnar.moe@ranagruber.no

Mats Samdahl Weltz, Salto Advisers AS
+47 950 46 330
msw@saltoadvisers.no

Champion and the Offeror

Michael Marcotte, CFA
Senior Vice-President, Corporate Development and Capital Markets
+1-514-316-4858, Ext. 1128
Info@championiron.com

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements according
to section 5-12 of the Norwegian Securities Trading Act. The information was
submitted for publication by Vegard Nerdal, Investor Relations on 21 December
2025 at the time set out above.

* * *

IMPORTANT INFORMATION

The terms and conditions of the Offer will be governed by Norwegian law and
carried out in conformity with the requirements of Norwegian law. The Offer and
the distribution of this announcement and other information in connection with
the Offer may be restricted by law in certain jurisdictions. When published, the
Offer Document and related acceptance forms will not and may not be distributed,
forwarded or transmitted into or within any jurisdiction where it is prohibited
by applicable law, including, without limitation Hong Kong, Japan, New Zealand
and South Africa, or any other jurisdiction in which it would be unlawful. The
Offeror does not assume any responsibility in the event there is a violation by
any person of such restrictions. Persons in the United States should review
“Notice to U.S. Holders” below. Persons into who access this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.

This announcement is for information purposes only and is not an offer or a
tender offer document and, as such, is not intended to constitute or form any
part of an offer or the solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities, or the solicitation
of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise.
Investors may accept the Offer only on the basis of the information to be
provided in the Offer Document. The Offer will not be made directly or
indirectly in any jurisdiction where either an offer or participation therein is
prohibited by applicable law or where any tender offer document or registration
or other requirements would apply in addition to those undertaken in Norway.

FORWARD-LOOKING STATEMENTS

This announcement, oral statements made regarding the acquisition contemplated
by the Transaction Agreement (the “Acquisition”) or the Offer, and other
information published by the Company, Champion or the Offeror, contain certain
information and statements that may constitute “forward-looking information” or
“forward-looking statements” under applicable securities legislation
("forward-looking statements"). Forward-looking statements are statements that
are not historical facts and are generally, but not always, identified by the
use of words such as "will", "plans", "expects", "is expected", "budget",
"scheduled", "estimates", "continues", "forecasts", "projects", "predicts",
"intends", "anticipates", "aims", "targets" or "believes", or variations of, or
the negatives of, such words and phrases or state that certain actions, events
or results "may", "could", "would", "should", "might" or "will" be taken, occur
or be achieved. Inherent in forward-looking statements are risks, uncertainties
and other factors beyond the Company's, Champion’s and/or the Offeror’s ability
to predict or control.

All statements, other than statements of historical facts, included in this
press release that address future events, developments or performance are
forward-looking statements. Forward-looking statements include, among other
things, statements regarding the expected timing and scope of the Acquisition,
including timing for launch and completion of the Offer; expectations regarding
whether Offer will be launched or the Acquisition will be completed, including
whether any conditions to the launch of the Offer or the completion of the
Acquisition will be satisfied or waived; the anticipated timing for completion
of the Offer and the Transaction; the expected effects of the Acquisition on the
Company, Champion or the Offeror; and other statements other than historical
facts. Such forward-looking statements are prospective in nature and are not
based on historical facts, but rather on current expectations and on numerous
assumptions regarding the business strategies and the environment in which the
Company, Champion or the Offeror may operate in the future.

Although the Company, Champion and the Offeror believe the expectations
expressed in such forward-looking statements are based on reasonable
assumptions, such forward-looking statements involve known and unknown risks,
uncertainties and other factors, most of which are beyond the control of such
parties, which may cause actual results, performance or achievements to differ
materially from those expressed or implied by such forward-looking statements.
Factors that could cause actual results to differ materially from those
expressed in forward-looking statements include, without limitation: the
satisfaction of the conditions to completion of the Acquisition on the proposed
terms and schedule; the state of the global economy and the economies of the
regions in which the Company, Champion and/or the Offeror operate; the state of
and access to global and local capital and credit markets; the availability of
borrowings to be drawn down under, and the utilization of, various elements and
components of Champion’s and the Offeror’s financing plan in accordance with
their respective terms; the sufficiency of Champion’s or the Offeror’s liquidity
and working capital requirements for the foreseeable future; the ability of
Champion to successfully integrate the Company’s businesses, processes, systems
and operations and retain key employees; the Company’s, Champion’s or the
Offeror’s businesses, operating results, cash flows and/or financial conditions;
including as relates to Champion, risks, uncertainties and assumptions relating
to the potential failure to realise anticipated benefits from the Acquisition,
currency exchange risk and foreign currency exposure related to the purchase
price of the Acquisition; Champion’s reliance upon information provided by the
Company in connection with the Acquisition and publicly available information;
potential undisclosed costs or liabilities associated with the Acquisition,
Champion being adversely impacted during the pendency of the Acquisition, and
change of control and other similar provisions and fees; Champion’s ability to
retain and attract new business, achieve synergies and maintain market position
arising from successful integration plans relating to the Acquisition;
Champion’s ability to otherwise complete the integration of the Company within
anticipated time periods and at expected cost levels, Champion’s ability to
attract and retain key employees in connection with the Acquisition,
management’s estimates and expectations in relation to future economic and
business conditions and other factors in relation to the Acquisition, the
realization of the expected strategic, financial and other benefits of the
Acquisition, the accuracy and completeness of public and other disclosure
(including financial disclosure) by the Company; future prices of iron ore;
future transportation costs; general economic, competitive, political and social
uncertainties; continued availability of capital and financing and general
economic, market or business conditions; timing and uncertainty of industry
shift to electric arc furnaces, impacting demand for high-grade feed; failure of
plant, equipment or processes to operate as anticipated; delays in obtaining
governmental approvals, necessary permitting or in the completion of development
or construction activities; the results of feasibility studies; changes in the
assumptions used to prepare feasibility studies; project delays; geopolitical
events; and the effects of catastrophes and public health crises on the global
economy, the iron ore market and Champion’s operations, as well as those factors
discussed in the section entitled "Risk Factors" of Champion ’s Management's
Discussion and Analysis for the financial year ended March 31, 2025, available
under the Champion’s profile on SEDAR+ at www.sedarplus.ca, the ASX at
www.asx.com.au and the Champion’s website at www.championiron.com.

If any one or more of these risks or uncertainties materialises or if any one or
more of the assumptions prove incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward-looking statements
should therefore be construed in the light of such factors. Neither the Company,
Champion, the Offeror, nor any member of their respective groups, nor any of
their respective members, associates or directors, officers or advisers,
provides any representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in this
announcement will actually occur. Given these risks and uncertainties, potential
investors should not place any reliance on forward-looking statements.

All of the forward-looking statements contained in this announcement are given
as of the date hereof and are based upon the opinions, estimates and information
available as at the date hereof. The Company, Champion and the Offeror disclaim
any intention or obligation to update or revise any of the forward-looking
statements, whether as a result of new information, future events or otherwise,
except as required by law. If one or more forward-looking statements is updated,
no inference should be drawn that additional updates with respect to those or
other forward-looking statements will be made. The foregoing list of risks and
uncertainties is not exhaustive. Readers should carefully consider the above
factors as well as the uncertainties they represent and the risks they entail.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or profit
estimate and no statement in this announcement should be interpreted to mean
that earnings or earnings per share for the current or future financial years
would necessarily match or exceed the historical published earnings or earning
per share. Certain figures included in this announcement have been subjected to
rounding adjustments. Accordingly, figures shown for the same category presented
in different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

Notice to U.S. Holders

Holders of Shares in the United States (“U.S. Holders”) are advised that the
Shares are not listed on a U.S. securities exchange and that the Company is not
subject to the periodic reporting requirements of the U.S. Securities Exchange
Act of 1934, as amended (the “U.S. Exchange Act”), and is not required to, and
does not, file any reports with the U.S. Securities and Exchange Commission
thereunder.

The Offer will be made for the issued and outstanding Shares of the Company, a
company incorporated under Norwegian law, and is subject to Norwegian disclosure
and procedural requirements, which are different from those of the United
States. The Offer will be made to U.S. Holders as a "Tier I" tender offer as
provided in Rule 14d-1(c) of Regulation 14D under the U.S. Exchange Act, to the
extent applicable and subject to any available exemptions, and otherwise in
compliance with the disclosure and procedural requirements of Norwegian law,
including with respect to the Offer timetable, settlement procedures and timing
of payments, which may be different from requirements or customary practices in
relation to tender offers for U.S. domestic issuers that are subject to the more
fulsome requirements of Regulation 14D and 14E under the U.S Exchange Act.

The Offer will be made to U.S. Holders on the same terms and conditions as those
made to all other holders of Shares to whom the Offer is made. Any information
document, including the Offer Document, will be disseminated to U.S. Holders in
English on a basis comparable to the method that such documents are provided to
the Company’s other shareholders to whom the Offer is made. The Offer will be
made by the Offeror and no one else. U.S. Holders are encouraged to consult with
their own advisors regarding the Offer.

To the extent permissible under applicable law or regulations, the Offeror and
its affiliates or brokers (acting as agents for the Offeror or its affiliates,
as applicable) may from time to time and during the pendency of the Offer, and
other than pursuant to the Offer, directly or indirectly, purchase or arrange to
purchase, Shares or any securities that are convertible into, exchangeable for
or exercisable for such Shares outside the United States, so long as those
acquisitions or arrangements comply with applicable Norwegian law and practice
and the provisions of such exemption. These purchases may occur either in the
open market at prevailing prices or in private transactions at negotiated
prices.

To the extent information about such purchases or arrangements to purchase is
made public in Norway, such information will be disclosed by means of an English
language press release via an electronically operated information distribution
system in the United States or other means reasonably calculated to inform U.S.
Holders of such information. In addition, the financial advisor to the Offeror
may also engage in ordinary course trading activities in securities of the
Company, which may include purchases or arrangements to purchase such securities
as long as such purchases or arrangements are in compliance with applicable law.
To the extent required in Norway, any information about such purchases will be
made public in Norway in the manner required by Norwegian law.

Neither the U.S. Securities and Exchange Commission nor any U.S. state
securities commission has approved or disapproved the Offer, passed upon the
merits or fairness of the Offer, or passed any comment upon the adequacy,
accuracy or completeness of the disclosure in this announcement. Any
representation to the contrary is a criminal offense in the United States.

It may be difficult for the Company’s shareholders to enforce their rights and
any claims they may have arising under the U.S. federal securities laws in
connection with the Offer, since the Offeror and the Company are located in
non-U.S. jurisdictions, and some or all of their respective officers and
directors may be residents of non-U.S. jurisdictions. The shareholders of the
Company may not be able to sue the Offeror or the Company or their respective
officers or directors in a non-U.S. court for violations of the U.S. federal
securities laws. It may be difficult to compel the Offeror and the Company and
their respective affiliates to subject themselves to a U.S. court’s judgment.

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