Consolidated Thompson Iron Mines Closes US$230M Financing of Convertible Unsecured Subordinated Debentures

On November 29, 2010, Consolidated Thompson Iron Mines Limited closed an offering of US$230,000,000 aggregate principal amount of convertible unsecured subordinated debentures (the “Convertible Debentures”) (including the exercise in full by the underwriters of their over-allotment option of US$30,000,000 principal amount of Convertible Debentures).

The offering was underwritten by a syndicate of underwriters co-led by GMP Securities L.P. and BMO Capital Markets, and included CIBC World Markets Inc., RBC Capital Markets, Macquarie Capital Markets Canada Ltd. and Desjardins Securities Inc.

The Convertible Debentures mature on November 30, 2017, and bear interest at a rate of 5 per cent per annum, payable semi-annually. The Convertible Debentures are convertible, at the option of the holder, into common shares of the corporation at a conversion rate of approximately 65.6 common shares per US$1,000 principal amount of Convertible Debentures based on a conversion price of US$15.2439 per common share. The Convertible Debentures will only be redeemable after three years.

Thereafter and up to and including the maturity date, the corporation may, at its option, redeem the Convertible Debentures, in whole or, from time to time, in part, at par plus accrued and unpaid interest provided that the weighted average closing price of the common shares on the TSX during the 30 consecutive trading days ending five trading days preceding the date on which the notice of redemption is given is not less than 125 per cent of the conversion price.

The Convertible Debentures are direct, unsecured obligations of the corporation, subordinated to the corporation's existing and future senior secured indebtedness, and ranking pari passu with all other unsecured indebtedness of the corporation.

Cassels Brock & Blackwell LLP acted for Consolidated Thompson with a team that included John Vettese, André Boivin and Jay King (securities/mining); Myroslav Chwaluk (securities) and Christopher Norton (tax).

Stikeman Elliott LLP acted for the underwriters with a team that included Maurice Swan, Jillian Kovensky, Anas Youssef andVictor Chai (securities) and Francesco Gucciardo (tax).