Cordoba Announces Mailing of Management Information Circular with Respect to Acquisition of HPX Colombia Ventures Ltd. and Annual and Special Meeting
Cordoba Announces Mailing of Management Information Circular
with Respect to Acquisition of HPX Colombia Ventures Ltd.
and Annual and Special Meeting
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
TORONTO, CANADA, July 7, 2017: Cordoba Minerals Corp. (“Cordoba” or the “Company”)
(TSX-V: CDB; OTCQX: CDBMF) is pleased to announce that it has mailed its management
information circular and related voting materials (collectively, the “Meeting Materials”) to Cordoba
shareholders (the “Shareholders”) in connection with the annual and special meeting to be held
on July 27, 2017 (the “Meeting”).
At the Meeting, Shareholders will be asked to approve annual routine matters, such as the election
of directors, the appointment of auditors and stock -based compensation matters. Shareholders
will also be asked to consider and vote upon a matter of special business concerning the
previously announced transactions (the “Transaction”) contemplated in the share purchase
agreement that the Company entered into on June 13, 2017 with High Power Exploration Inc.
(“HPX”) and HPX Colombia Ventures Ltd. (“ Ventures”), a wholly -owned subsidiary of HPX,
providing for, among other things, the acquisition by Cordoba of all of the issued and outstanding
common shares of Ventures.
The Meeting Materials have been filed on SEDAR and are available at www.sedar.com and
www.cordobaminerals.com.
Recommendation of the Board of Directors
The board of directors of Cordoba (the “Board”), with interested directors abstaining, after careful
consideration and relying in part, on the recommendation of the special committee of the Board
(the “Special Committee”), such committee comprised solely of independent directors, and the
fairness opinion of Haywood Securities Inc. dated June 13, 2017, (the “Fairness Opinion”) has
unanimously determined that the proposed Transaction is fair and in the best interests of Cordoba
and recommends that Shareholders vote in favour of the resolutions supporting the Transaction.
Fairness Opinion
The Special Committee has received the Fairness Opinion, which states that in the opinion of
Haywood Securities Inc., as of June 13, 2017, based upon and subject to the assumptions,
limitations and qualifications contained therein, the consideration to be received by HPX as part
of the Transaction is fair, from a financial point of view, to the Shareholders. This is a summary of
the Fairness Opinion and is qualified in its entirety by the full text of the Fairness Opinion, which
is available in the Meeting Materials.
About Cordoba Minerals
Cordoba Minerals Corp. is a Toronto- based mineral exploration company focused on the
exploration and acquisition of copper and gold projects in Colombia. Cordoba has a joint venture
with High Power Exploration on the highly prospective, district -scale San Matias Copper -Gold
Project located at sea level with excellent infrastructure and near operating open-pit mines in the
Department of Cordoba. For further information, please visit www.cordobaminerals.com.
About High Power Exploration (HPX)
HPX is a privately owned, metals -focused exploration company deploying proprietary in- house
geophysical technologies to rapidly evaluate buried geophysical targets. The HPX technology
cluster comprises geological and geophysical systems for targeting, modelling, survey
optimization, acquisition, processing and interpretation. HPX has a highly experienced board and
management team led by Co-Chairman and Chief Executive Officer Robert Friedland, President
Eric Finlayson, a former head of exploration at Rio Tinto, and co-chaired by Ian Cockerill, a former
Chief Executive Officer of Gold Fields Ltd. For further information, please visit
www.hpxploration.com.
ON BEHALF OF THE COMPANY
Mario Stifano, President & CEO
Cordoba Minerals Corp.
Email: [email protected]
Website: www.cordobaminerals.com
Forward-Looking Statements
This news release includes certain “forward-looking information” within the meaning of Canadian securities
legislation. Forward-looking statements include predictions, projections and forecasts and are often, but not
always, identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, "forecast",
“expect”, "potential", "project", "target", "schedule", budget" and “intend” and statements that an event or
result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions and
includes the negatives thereof. All statements other than statements of hi storical fact included in this
release, including, without limitation, statements regarding the Transaction, are forward-looking statements
that involve various risks and uncertainties. The timing and completion of the Transaction is subject to
customary c losing conditions and other risks and uncertainties including, without limitation, required
regulatory and shareholder approvals. Accordingly, there can be no assurance that the Transaction will
occur on the timetable or on the terms and conditions contemplated in this news release. The Transaction
could be modified, restructured or terminated. Forward- looking statements are based on information
available at the time they are made, underlying estimates and assumptions made by management and
management’s good faith belief with respect to future events, performance and results, and are subject to
inherent risks and uncertainties surrounding future expectations generally, which could cause actual results
to differ materially from what is currently expected. Such risks and uncertainties include, but are not limited
to, changes in project parameters as plans continue to be refined, future metal prices, availability of capital
and financing on acceptable terms, general economic, market or business conditions, unins ured risks,
regulatory changes, delays or inability to receive required approvals, and other exploration or other risks
detailed herein and from time to time in the filings made by the Company with securities regulators. Although
the Company has attempted to identify important factors that could cause actual actions, events or results
to differ from those described in forward- looking statements, there may be other factors that cause such
actions, events or results to differ materially from those anticipated. There can be no assurance that
forward-looking statements will prove to be accurate and accordingly readers are cautioned not to place
undue reliance on forward- looking statements which speak only as of the date of this news release. The
Company disclaims any intention or obligation, except to the extent required by law, to update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise.
Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts
responsibility for the adequacy or accuracy of this release.