Cordoba Minerals Announces Strategic Cooperation and Investment Agreement with JCHX JCHX will Invest C$11M to Advance the San Matias Copper-Gold- Silver Project in Colombia JCHX to Acquire a 19.9% Stake in Cordoba Minerals
Cordoba Minerals Announces Strategic Cooperation and
Investment Agreement with JCHX
JCHX will Invest C$11M to Advance the San Matias Copper-Gold-
Silver Project in Colombia
JCHX to Acquire a 19.9% Stake in Cordoba Minerals
VANCOUVER, BRITISH COLUMBIA, November 18, 2019: Cordoba Minerals Corp. (TSX-
V:CDB; OTCQB:CDBMF) (“Cordoba” or the “Company”) announced today that JCHX Mining
Management Co., Ltd. (“JCHX”) has agreed to make a strategic investment in the Company,
acquiring a 19.9% stake in Cordoba to advance the San Matias Copper-Gold-Silver Project in
Colombia.
Under the terms of the strategic cooperation and investment agreement signed on November 16,
2019 in Beijing, China, Cordoba will issue 91,372,536 common shares to JCHX through a private
placement at a price of C$0.12 per share, yielding gross proceeds to Cordoba of approximately
C$11 million.
Cordoba intends to use the proceeds for completing the work required to secure mining approvals
at San Matias, to further explore in the San Matias district and for working capital and general
corporate purposes.
“We are very pleased to have JCHX as a strategic investor in Cordoba,” stated Eric Finlayson,
President and CEO of Cordoba and also President of Cordoba’s majority shareholder High Power
Exploration (“HPX”). “JCHX has an exemplary record for delivering mining and construction
projects on time and on budget, and leveraging its global experience will be critical as we begin
the transition from junior explorer to mine builder. We look forward to this next phase of our
Company’s evolution and we will continue to explore and drill in the San Matias district.”
Wang Xiancheng, Chairman of JCHX, stated, “Our strategic investment into Cordoba is JCHX’s
major overseas investment upstream in the mining sector, which is in line with our corporate
strategy. We have accumulated in-depth experience as a mining EPC contractor and moving
along the value chain is our logical step forward. We are very much impressed with the quality of
Cordoba’s assets and management team, and with this strategic investment, we are confident to
yield a win-win through cooperation with Cordoba and Cordoba’s major shareholder HPX.”
Cordoba’s Special Advisor in China, Peter Zhou, who also serves as Special Advisor to Robert
Friedland in China, commented, “JCHX has a long-standing relationship with the Ivanhoe group
of companies. Over the past few years, JCHX has been involved with a broad range of mining
projects that Mr. Friedland has founded and is developing. We are very pleased to see the
cultivation of mutual trust that has resulted in JCHX’s strategic investment. JCHX’s successful
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track record in mining development and its corporate capability will be truly complementary to
Cordoba and HPX.”
Upon closing of the private placement, Cordoba and JCHX will enter into an investor rights
agreement which will provide for certain key provisions:
• JCHX will be entitled to nominate representatives to Cordoba’s Board of Directors in
proportion to its shareholding (up to a maximum of 20% of the board seats), with one
nominee to be added based on JCHX’s 19.9% interest;
• JCHX will be granted anti-dilution rights to enable it to maintain its ownership interest;
• JCHX will have a right of first offer to be appointed as the Engineering Procurement
Construction (“EPC”) contractor in connection with any future mining development on the
San Matias Project; and
• JCHX will have a right of first offer in respect of any sale of an equity interest in the San
Matias project.
Figure 1: Cordoba’s Special Advisor in China Peter Zhou (right) and JCHX Deputy Chairman
Wang Qinghai (left) sign the share subscription agreement in Beijing on November 16, 2019.
HPX will remain Cordoba’s majority shareholder and its ownership will reduce to approximately
60%. HPX will extend up to US$1.6 million in additional loan advances to Cordoba under the
existing grid promissory note, with the understanding that the advances will be repaid from the
proceeds of the JCHX private placement, to cover short-term general administrative activities and
on-going work on the Mining Technical Work Plan (Programa de Trabajo y Obras or “PTO”) and
the Environmental Impact Assessment (“EIA”) for the Alacran deposit that will be due and payable
prior to closing of the JCHX transaction.
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The HPX loan is considered a “related party transaction” under Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions (“MI 61-101”) because HPX is a
related party to Cordoba as the majority shareholder. Pursuant to Section 5.5(b) and 5.7(1)(a) of
MI 61-101, Cordoba is exempt from obtaining a formal valuation and approval of Cordoba’s
minority shareholders as Cordoba is listed on the TSX Venture Exchange and the fair market
value of the HPX loan is less than 25% of Cordoba’s market capitalization for purposes of MI 61-
101.
Cordoba will file a material change report in respect of the HPX loan. However, the material
change report will be filed less than 21 days prior to the HPX loan, which is consistent with market
practice and Cordoba deems reasonable in the circumstances.
The Cordoba-JCHX transaction is conditional upon the approval by the TSX Venture Exchange
and other customary recordals and registration with certain Chinese regulatory agencies. Receipt
of all necessary approvals and completion of the transaction is expected to occur before the end
of January 2020.
About JCHX
Established in 1997, through its continuous and rapid development, JCHX Mining Management
Co., Ltd has become one of the top mining construction companies in China. The Company is
mainly engaged in mine development and construction, contract mining and research &
development of mining technologies.
JCHX is capable of providing comprehensive and professional services to the industry, as it has
built a reputation for its integrity and credibility. The Company specializes in underground mine
development and construction, and production mining, especially in large-section declines and
tunnels development. With an extensive fleet of mining equipment supported by highly trained
employees, the Company can provide solutions for a variety of projects, even those with the most
complex geological conditions.
JCHX strives to build safe and eco-friendly projects with the spirit of high quality and efficiency
through cost-effective approaches.
JCHX is completing the underground development at the Kamoa-Kakula Copper Project, after
recently completing construction of the twin production declines. The Kamoa-Kakula Copper
Project is located in the Democratic Republic of Congo and is jointly operated by Ivanhoe Mines
and Zijin Mining Group. More information on JCHX and their current projects is available on their
website: www.jchxmc.com.
About Cordoba
Cordoba Minerals Corp. is a mineral exploration company focused on the exploration,
development and acquisition of copper and gold projects. Cordoba is exploring the San Matias
Copper-Gold-Silver Project, which includes the Alacran deposit and satellite deposits at Montiel
East, Montiel West and Costa Azul, located in the Department of Cordoba, Colombia. Cordoba
also holds a 25% interest in the Perseverance porphyry copper project in Arizona, USA, which it
is exploring through a Joint Venture and Earn-In Agreement. For further information, please visit
www.cordobaminerals.com.
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Information Contact
Evan Young +1-604-689-8765
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined
in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy
of this release.
Forward-Looking Statements
This news release includes “forward-looking statements” and “forward-looking information” within the
meaning of Canadian securities legislation. All statements included in this news release, other than
statements of historical fact, are forward-looking statements including, without limitation, all statements
regarding the timing and completion of the JCHX private placement at a price of C$0.12 per share for gross
proceeds to Cordoba of approximately C$11 million; statements regarding the proposed use of proceeds
from the JCHX private placement; statements regarding the advancement and/or development of the San
Matias Copper-Gold-Silver Project; statements regarding the signing of an investor rights agreement with
JCHX; statements regarding the receipt of necessary approvals and the timing of the completion of the
transaction; and statements with respect to the HPX Loan, including the drawdown, repayment schedule
and intended purposes of the Loan. Forward-looking statements include predictions, projections and
forecasts and are often, but not always, identified by the use of words such as "anticipate", "believe", "plan",
"estimate", "expect", "potential", "target", "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.
Forward-looking statements are based on a number of assumptions and estimates that, while considered
reasonable by management based on the business and markets in which the Company operates, are
inherently subject to significant operational, economic, and competitive uncertainties, risks and
contingencies. These include assumptions regarding, among other things: general business and economic
conditions; the availability of additional exploration and mineral project financing; the supply and demand
for, inventories of, and the level and volatility of the prices of metals; relationships with strategic partners;
the timing and receipt of governmental permits and approvals; the timing and receipt of community and
landowner approvals; changes in regulations; political factors; the accuracy of the Company’s interpretation
of drill results; the geology, grade and continuity of the Company’s mineral deposits; the availability of
equipment, skilled labour and services needed for the exploration and development of mineral properties;
and currency fluctuations. There can be no assurance that forward-looking statements will prove to be
accurate and actual results, and future events could differ materially from those anticipated in such
statements. Important factors that could cause actual results to differ materially from the Company's
expectations include actual exploration results, interpretation of metallurgical characteristics of the
mineralization, 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,
uninsured 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, including those described under the heading “Risks and Uncertainties” in the Company’s most
recently filed MD&A. The Company does not undertake to update or revise any forward-looking statements,
except in accordance with applicable law.