Cordoba Receives Required Shareholder Approval for Transaction with High Power Exploration Inc. and Announces Voting Results of Annual and Special Meeting of Shareholders
Cordoba Receives Required Shareholder Approval for Transaction
with High Power Exploration Inc. and
Announces Voting Results of Annual and Special Meeting of Shareholders
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
TORONTO, CANADA, July 27, 2017: Cordoba Minerals Corp. (“Cordoba” or the “Company”)
(TSX-V: CDB; OTCQX: CDBMF) is pleased to announce that its shareholders have approved all
items of business brought before them at the Company’s annual and special meeting of
shareholders held today, including the previously announced acquisition (the “ Transaction”)
from High Power Exploration Inc. (“ HPX”) of its 51% interest in the San Mat ias Joint Venture
through the acquisition of the shares of HPX Colombia Ventures Ltd., a wholly-owned subsidiary
of HPX, and the other transactions contemplated in the shar e purchase agreement dated
June 13, 2017 (the “Share Purchase Agreement”).
As the Transaction is considered a “related party transaction” under Multilateral Instrument
61-101 – Protection of Minority Security Holders in Special Transactions and Policy 5.9 of the
TSXV Corporate Finance Manual, the Company was required to obtain prior approval of the
Transaction by a majority of the minority shareholders of the Company at a special meeting of
shareholders. At today’s meeting, the Transaction r esolution was passed with 72.4% of the
votes cast being cast in favour of the resolution after excluding the votes of HPX and its related
parties and interested directors.
The closing of the Transaction is scheduled to occur on July 31, 2017 and is subject to
satisfaction or waiver of those further conditions to closing specified in the Share Purchase
Agreement.
Concurrently with the closing of the Transaction, the Company expects to convert the
subscription receipts (the “Subscription Receipts”) issued in connection with its previously
announced C$10 million bought deal private placement offering of S ubscription Receipts into
common shares and common share purchase warrants of Cordoba.
The nominees listed in the management information circular were elected as directors, as
shown in the following table of results.
Director nominee Outcome Votes for % for Votes withheld % withheld
Peter Meredith Elected 48,786,622 93.63 3,321,680 6.37
Ignacio Rosado Elected 49,863,967 95.69 2,244,335 4.31
David Reading Elected 49,863,967 95.69 2,244,335 4.31
William Orchow Elected 49,863,767 95.69 2,244,535 4.31
Anthony Makuch Elected 48,417,267 92.92 3,691,035 7.08
Eric Finlayson Elected 49,774,622 95.52 2,333,680 4.48
Govind Friedland Elected 49,592,422 95.17 2,515,880 4.83
Details of votes on all matters of business considered at the Meeting will be available in the
Company’s report of voting results filed on SEDAR (www.sedar.com).
The Board of Directors and management would like to thank the Company’s shareholders for
their continued support.
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.
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
historical fact included in this release, including, without limitation, statements regarding the Transaction
and conversion of the Subscription Receipts issued under the Offering, are forward- looking statements
that involve various risks and uncertainties. The timing and completion of the Transaction and conversion
of the Subscription Receipts are subject to customary closing conditions and other risks and uncertainties
including, without limitation, required regulatory approval. Accordingly, there can be no assurance that the
Transaction or conversion of the Subscription Receipts 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 uncert ainties
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; uninsured risks; regulatory changes;
delays or inabilit y to receive required approvals; and other exploration or other r isks 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 c an be no assurance that
forward-looking statements will prove to be accurate and accordingly readers are c autioned 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.