Not for distribution to United States newswire services or for dissemination in the United States
Cordoba Minerals Corp. (TSX-V:CDB) ("Cordoba") is pleased to announce that a syndicate of agents co-led by GMP Securities L.P., Dundee Securities Ltd., BMO Capital Markets and including Clarus Securities Inc. (collectively, the "Agents") has been engaged to complete a financing on a fully-marketed best efforts basis (the "Equity Offering") by issuing up to approximately 24,000,000 subscription receipts ("Subscription Receipts") at a price of C$0.50 per Subscription Receipt (the "Issue Price") for aggregate gross proceeds of up to C$12,000,000. The Equity Offering is being conducted in connection with the previously announced proposed acquisition by Cordoba of all of the issued and outstanding shares of (i) Cordoba Holdings Corp. which it does not otherwise own; and (ii) Sabre Metals Inc. (the "Acquisition").
The Agents have been granted an option (the "Agents' Option") exercisable up to 48 hours before closing to increase the size of the Equity Offering by up to 15% to C$13,800,000. Each Subscription Receipt will be deemed to be exchanged upon satisfaction of the Escrow Release Conditions (as defined below) on or before May 15, 2014 (the "Escrow Deadline"), without payment of any additional consideration, for one unit of a special purpose financing company (the "Company") being comprised of one common share of the Company and one whole common share purchase warrant of the Company (each a "Unit"). The common share purchase warrant has a term of three (3) years exercisable at $0.75 with an early exercise provision when the common shares of the Company or any successor entity trade above $1.25 for 20 consecutive trading days. It is anticipated that all of the outstanding shares of the Company will be acquired by Cordoba concurrently with the Acquisition.
The Agents shall receive (i) a cash commission equal to up to 6% of the gross proceeds of the Equity Offering (the "Agency Fee"); and (ii) such number of compensation options as is equal to up to 6% of the number of Subscription Receipts sold in the Equity Offering, each entitling the holder to acquire one Unit at the price of $0.50 for a period of 18 months.
The Equity Offering is expected to close on or about February 7, 2014 (the "Closing Date"). The gross proceeds of the Offering (the "Escrowed Funds") shall be deposited in escrow on the Closing Date. The Escrowed Funds will be released from escrow (i) as to an amount equal to the Agency Fee, to the Agents; and (ii) as to the balance, to the Company, upon satisfaction of all conditions precedent to the Acquisition, receipt of all requisite shareholders and regulatory approvals to the Equity Offering and Acquisition and certain other conditions (the "Escrow Release Conditions"). In the event that the Escrow Release Conditions are not satisfied on or before the Escrow Deadline, the gross proceeds will be returned to the holders of the Subscription Receipts and the Subscription Receipts will be automatically cancelled.
The net proceeds from the Equity Offering are expected to be used to fund commitments related to the acquisition of the Cordoba Project, for ongoing exploration and development activity at the combined Cordoba and San Matias Projects including the high grade copper gold discovery at Montiel, and ongoing operating and working capital requirements.
The Equity Offering remains subject to the receipt of all required regulatory approvals, including, without limitation, the approval of the TSX Venture Exchange.
About Cordoba Minerals
Cordoba Minerals Corp. is a Vancouver-based mineral exploration company focused on the acquisition and exploration of copper and gold projects in Colombia. Cordoba currently owns 11% of the Cordoba property, and has entered into a proposed transaction, subject to Exchange approval, to acquire the remaining 89% interest, plus a 100% interest in the adjacent San Matias Property. The Company is also actively pursuing additional acquisitions in Colombia. Please visit www.cordobamineralscorp.com for further information.
Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.
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 expected benefits of the Acquisition, the completion of the Equity Offering and the Acquisition, the receipt of any regulatory and shareholder approvals for the Equity Offering and the Acquisition and the potential of the properties are forward-looking statements that involve various risks and uncertainties. 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. Forward-looking statements are based on a number of material factors and assumptions. Important factors that could cause actual results to differ materially from Company's expectations include actual exploration results, 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.
Chief Executive Officer
Cordoba Minerals Corp.
Contact: Simon Ridgway
Tel: (604) 801-5432; Fax: (604) 662-8829