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Cordoba Announces Mailing of Management Information Circular with Respect to Acquisition of HPX Colombia Ventures Ltd. and Annual and Special Meeting

July 7, 2017 Download PDF

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: info@cordobamineralscorp.com
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, are forward-looking statements that involve various risks and uncertainties. The timing and completion of the Transaction is subject to customary closing 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, 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.

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