Cordoba Minerals Announces US$2.0 Million Private Placement with HPX
Cordoba Minerals Announces US$2.0 Million
Private Placement with HPX
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TORONTO, ONTARIO, October 10, 2018: Cordoba Minerals Corp. (TSX-V:CDB;
OTCQX:CDBMF) (“Cordoba” or the “Company”) announces today that it plans to is raise
US$2.0 million through a non-brokered private placement (the “Placement”) of units (“Units”)
with the Company’s majority shareholder, High Power Exploration Inc. (“HPX”).
Proceeds from the Placement are expected to be used to advance regional exploration at
Cordoba’s 100%-owned San Matias Copper-Gold Project in Colombia, to fund ongoing drilling
activities at the Perseverance copper porphyry project in Arizona, USA, and for general
working capital purposes.
Pursuant to the Placement, Cordoba proposes to issue HPX 26,605,128 Units in the Company
at a deemed price of C$0.0975 per Unit. Each Unit will consist of one common share (“Share”)
and one common share purchase warrant (“Warrant”) of the Company. Each Warrant will
entitle the holder to purchase one Share at an exercise price of $0.13 per Share for a period
of 24 months following the closing of the Placement.
Completion of the Placement is subject to TSX Venture Exchange approval and closing is
expected to occur on, or about, October 19, 2018. The Shares and Warrants to be issued
under the Placement will be subject to a statutory four month hold period.
The Placement 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, the Company is exempt from obtaining a formal valuation and approval
of the Company’s minority shareholders because the Company is listed on the TSX Venture
Exchange and the fair market value of HPX’s participation in the Placement is less than 25%
of the Company’s market capitalization for purposes of MI 61-101.
The Company will file a material change report in respect of the Placement. However, the
material change report will be filed less than 21 days prior to the closing of the Placement,
which is consistent with market practice and the Company deems reasonable in the
circumstances.
About Cordoba Minerals
Cordoba Minerals Corp. is a Toronto-based mineral exploration company focused on the
exploration and acquisition of copper and gold projects. Cordoba is currently focused on its
100%-owned San Matias Copper-Gold Project, which includes the advanced-stage Alacran
Deposit, located in the Department of Cordoba. Cordoba has also entered into a joint venture
and earn-in agreement to explore the Perseverance coppery porphyry project located in
Arizona, USA. For further information, please visit www.cordobaminerals.com.
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About High Power Exploration
HPX is a private, metals-focused exploration and development company, investing in mineral
projects that have high potential for value uplift with HPX’s technology, industry expertise, and
capital.
ON BEHALF OF THE COMPANY
Mario Stifano, President and CEO
Cordoba Minerals Corp.
For further information, please contact:
Evan Young, Director, Investor Relations
Email: [email protected]
Phone: +1 (647) 808-2141
Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of
Canada accepts 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: (i) all statements regarding the timing and completion of the Placement to
HPX at a price of C$0.0975 per Unit for gross proceeds to Cordoba of approximately US$2
million; and (ii) statements regarding the proposed use of proceeds from the Placement.
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. There can be no assurance that such
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.