Not for distribution to United States newswire services or for dissemination in the United States
Vancouver, BC, February 7, 2014: Cordoba Minerals Corp. (TSX-V:CDB) ("Cordoba") is pleased to confirm the closing of the previously announced equity offering (the "Equity Offering") of 30,000,000 subscription receipts (the "Subscription Receipts") at a price of $0.50 per Subscription Receipt for gross proceeds of $15,000,000.
The Equity Offering is being conducted in connection with the 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 Acquisition was previously announced on August 1, 2013.
The gross proceeds of the Equity Offering (the "Escrowed Funds") have been deposited in escrow pursuant to the terms of a subscription receipt agreement. The Escrowed Funds will be released from escrow upon satisfaction of all conditions precedent to the Acquisition, receipt of all requisite shareholder and regulatory approvals to the Equity Offering and Acquisition, and certain other conditions (the "Escrow Release Conditions"). Upon satisfaction of the Escrow Release Conditions and in connection with the completion of the Acquisition, each Subscription Receipt will represent the right to acquire a common share and a warrant of Cordoba. Each warrant has a term of three (3) years exercisable at $0.75 with an early exercise provision when the common shares they are exercisable for close at greater than $1.25 for 20 consecutive trading days.
The syndicate of agents engaged for the Equity Offering shall receive (i) a cash commission equal to up to 6% of the gross proceeds of the Equity Offering; 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 common share and a warrant (each such warrant with the same terms and provisions of the warrants issuable under the Equity Offering) at a price of $0.50 per compensation option for a period of 18 months after the closing date.
In the event that the Escrow Release Conditions are not satisfied on or before May 15, 2014, 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 intended to be used to fund commitments related to the acquisition of the Cordoba Project, for ongoing exploration and development activity at the San Matias Project including the high grade copper gold discovery at Montiel, and ongoing operating and working capital requirements.
Subscribers who will be insiders of Cordoba on completion of the Acquisition have agreed to purchase $2,050,000 of the Equity Offering.
All securities issued pursuant to the Equity Offering are currently subject to an indefinite statutory hold period. It is anticipated that upon completion of the Acquisition, all such securities will be freely tradeable (subject to any limitations imposed by the TSX Venture Exchange). 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 pursuant to the Acquisition, proposes to acquire the remaining 89% interest, plus a 100% interest in the adjacent San Matias property. Cordoba is also actively pursuing additional acquisitions in Colombia. Please visit www.cordobamineralscorp.com for further information.
About Sabre Metals
Sabre Metals Inc. is a privately held company backed by Continental Gold Limited and Grupo de Bullet SA with exploration assets in the department of Cordoba, Colombia. The company's management team has extensive experience in exploring, financing and developing precious and base metal properties.
Chief Executive Officer
Cordoba Minerals Corp.
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 Acquisition and the Equity Offering, the treatment of the Escrowed Funds, 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.