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Cordoba Minerals Adopts Advance Notice Policy and Announces Shareholder Approval of Strategic Partnership with High Power Exploration

May 27, 2015 Download PDF

TORONTO, CANADA, May 27, 2015: Cordoba Minerals Corp. ("Cordoba" or the "Company") (TSX-V: CDB), announces the adoption by its Board of Directors of an advance notice requirement for director nominations (the "Advance Notice Requirement").

The Advance Notice Requirement requires any shareholder seeking to nominate candidates for election to the Board of Directors to provide timely notice in writing to the Company Secretary by personal delivery or facsimile transmission. To be timely, a shareholder's notice must be received by the Company (a) in the case of an annual general meeting, not less than 30 and not more than 65 days prior to the date of the annual general meeting; provided, however, that if the annual general meeting is to be held on a date that is less than 50 days after the first public announcement of the date of the annual general meeting, then the shareholder's notice may be made not later than the close of business on the tenth day after the date of such first public announcement; and (b) in the case of a special meeting called for the purpose of electing directors, not later than the close of business on the 15th day after the first public announcement of the date of the special meeting. The Advance Notice Requirement also sets out the requirements for the proper written form for a shareholder's notice, as well as requirements for information about the nominee(s) and the nominating shareholder (including beneficial shareholder) and additional requirements in connection with nominations. Shareholders who failed to comply with the Advance Notice Requirement would not be entitled to make director nominations at the annual general or special meeting of shareholders of the Company.

The Advance Notice Requirement provides a clear process for shareholders to follow to nominate directors and sets out a reasonable time frame for nominee submissions along with a requirement for accompanying information. The purpose of the Advance Notice Requirement is to treat all shareholders fairly by ensuring that all shareholders, including those participating in a meeting by proxy rather than in person, receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner. In addition, the Advance Notice Requirement should assist in facilitating an orderly and efficient meeting process.

The Advance Notice Requirement is effective immediately. An amendment to the Company's Articles to adopt the Advance Notice Requirement will be placed before shareholders at the next annual and special meeting of shareholders of the Company to be held on June 30, 2015. A copy of the Advance Notice Requirement has been filed under the Company's profile at www.sedar.com.

In addition, the Company is pleased to announce that it has received the written approval of shareholders holding a majority of the issued and outstanding common shares of the Company, in respect of the previously announced strategic partnership agreement between the Company and High Power Exploration Inc. ("HPX"). For further details, please refer to the press release of the Company dated May 8, 2015, available on SEDAR at www.sedar.com. The transaction with HPX remains subject to the approval of the TSX Venture Exchange.

The Company has granted share purchase options to purchase up to 1,500,000 common shares of the Company to certain directors, officers, employees and consultants. The options are exercisable at a price of $0.21 per share for a period of ten years from the date of grant and expire on May 26, 2025.

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 currently owns 100% of the highly prospective San Matias Project located near operating open pit mines with ideal topography in the Department of Cordoba. For further information, please visit www.cordobaminerals.com.

Contact information:

Mario Stifano, President and CEO
Phone: +1 416-862-5253
Email: info@cordobamineralscorp.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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 potential of the Company's 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 failure to obtain all applicable regulatory approvals with respect to the proposed transaction with HPX upon terms acceptable to the Company or at all, the risk that the transaction with HPX may not be completed as proposed or at all, failure of the Company to obtain requisite shareholder approval of the amendment to its articles to adopt the advance notice requirement, 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.

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