11:44:59 EDT Wed 15 May 2024
Enter Symbol
or Name
USA
CA



Cordoba Minerals Corp (3)
Symbol CDB
Shares Issued 89,606,826
Close 2023-10-03 C$ 0.32
Market Cap C$ 28,674,184
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Cordoba arranges $8M (U.S.) in financing for Alacran

2023-10-04 17:23 ET - News Release

Ms. Sarah Armstrong-Montoya reports

CORDOBA MINERALS ARRANGES BRIDGE FINANCING AND JOINT VENTURE FUNDING

Cordoba Minerals Corp. has arranged $8-million (U.S.) in financing to support the development of its Alacran project in Colombia. Half of the amount will be financed through a short-term convertible debenture to Cordoba provided by Cordoba's majority shareholder, Ivanhoe Electric Inc. Cordoba will use the proceeds from the debenture for the Alacran project through a credit facility to the 50/50 joint venture company that owns the project, CMH Colombia SAS, in Colombia. Meanwhile, an additional $4-million (U.S.) is to be advanced to CMH by Cordoba's joint venture partner, JCHX Mining Management Co. Ltd.

The debenture from IE bears interest at 12 per cent per annum payable on its maturity date, which is the earlier of: (i) Dec. 31, 2023; and (ii) the date the second instalment of $40-million (U.S.) becomes payable by JCHX under the previously announced $100-million (U.S.) strategic arrangement (refer to Cordoba's news release dated Dec. 8, 2022). IE will have the right, at any time and from time to time, to convert the whole or any portion of the outstanding principal amount into common shares of the company at a conversion price of 32 Canadian cents per common share (1).

The credit facilities to be granted by each of Cordoba and JCHX will be issued to CMH. Each credit facility will provide an equivalent amount of $4-million (U.S.) to CMH. The credit facilities remain subject to conditions, with the Cordoba facility subject to approval of the TSX Venture Exchange, and the JCHX facility subject to applicable corporate and regulatory approvals (including the TSX-V), expected to be obtained within the next 30 days.

The proceeds of the credit facilities will be used by the company to continue the advancement of the feasibility study and the environmental impact assessment technical work programs at the Alacran project, and for general corporate purposes.

The debenture is being offered pursuant to exemptions from the prospectus requirements and the debenture, and any securities issued on conversion will be subject to a statutory hold period in Canada expiring four months and one day from the closing date and the TSX Venture Exchange hold period, as applicable.

The debenture constitutes a related-party transaction under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) as IE is a related party of Cordoba given its greater-than-10-per-cent beneficial shareholding. Pursuant to Section 5.5(a) and 5.7(1)(a) of MI 61-101, the company is exempt from obtaining a formal valuation and minority approval of the company's shareholders in respect of the debenture due to the fair market value of the debenture being below 25 per cent of the company's market capitalization for purposes of MI 61-101. The company will file a material change report in respect of the debenture. However, the material change report will be filed fewer than 21 days prior to the closing of the debenture, which is consistent with market practice and which the company deems is reasonable in the circumstances.

About Cordoba Minerals Corp.

Cordoba is a mineral exploration company focused on the exploration, development and acquisition of copper and gold projects. Cordoba is jointly developing the Alacran project with JCHX, located in the department of Cordoba, Colombia. Cordoba also holds a 51-per-cent interest in the Perseverance copper project in Arizona, United States, which it is exploring through a joint venture and earn-in agreement.

(1) In connection with a proposed conversion of the debenture for common shares of the company, the outstanding principal amount will be converted to Canadian dollars at an exchange rate of $1 (U.S.) to $1.3520 (Canadian).

We seek Safe Harbor.

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