Cordoba Minerals Corp. Receives Required Shareholder Approval for Transaction with High Power Exploration Inc.
And Announces Voting Results of Annual and Special Meeting of ShareholdersTORONTO, July 27, 2017 - Cordoba Minerals Corp. ("Cordoba" or the "Company") (TSX VENTURE: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 Matias 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 share 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 resolution 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 Subscription 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
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 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; 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. 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.
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Contact
Cordoba Minerals Corp.
Mario Stifano, President & CEO
info@cordobamineralscorp.com
www.cordobaminerals.com
