VANCOUVER, BRITISH COLUMBIA – Cordoba Minerals Corp. (TSXV:CDB; OTCQB:CDBMF) ("Cordoba" or the "Company") announces today that at its Special Meeting of Shareholders held on February 8, 2023, disinterested Shareholders overwhelmingly voted in favour of the strategic transaction (the "Transaction") with JCHX Mining Management Co., Ltd. ("JCHX") by a vote of 2,383,524 For and 1,205 Against (representing 99.95% approval of the Transaction). Pursuant to the terms of the Transaction:
- JCHX, through a wholly-owned subsidiary, will purchase a 50% ownership interest in CMH Colombia S.A.S. ("CMH"), a company existing under the laws of Colombia, for an aggregate consideration of US$100 million (approximately C$134 million); and
- CMH will own 100% of the Alacran Copper-Gold-Silver Project in Colombia (the "Project") and as a result, be the joint venture vehicle for Cordoba and JCHX in this strategic project level partnership.
Closing of the Transaction is subject to (among other customary conditions):
- FOR CORDOBA: Approval from the TSXV;
- FOR JCHX: Approval from their Board of Directors, shareholders, China's State Administration of Foreign Exchange, and Beijing Municipal Bureau of Commerce.
The closing of the Transaction is now anticipated to be in Q2 of 2023, upon the satisfaction of all conditions of the completion of the Transaction by Cordoba and JCHX.
For further information with respect to the Transaction, please refer to the Company's Information Circular dated January 3, 2023, which is available on SEDAR at www.sedar.com and the Company's website at https://cordobaminerals.com/investors/2023-special-shareholder-meeting.
Cordoba Minerals Corp. is a mineral exploration company focused on the exploration, development and acquisition of copper and gold projects. Cordoba is developing its 100%-owned San Matias Copper-Gold-Silver Project, which includes the Alacran deposit and satellite deposits at Montiel East, Montiel West and Costa Azul, located in the Department of Cordoba, Colombia. Cordoba also holds a 51% interest in the Perseverance Copper Project in Arizona, USA, which it is exploring through a Joint Venture and Earn-In Agreement. For further information, please visit www.cordobaminerals.com.
ON BEHALF OF THE COMPANY
Sarah Armstrong-Montoya, President and Chief Executive Officer
Ran Li +1-604-689-8765
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this release.
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, the Alacran Project and development thereof; and joint venture arrangement with JCHX. 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 Cordoba 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. Readers are cautioned not to put undue reliance on these forward-looking statements.