NEW YORK – This news release is issued by Ivanhoe Industries, LLC (“Ivanhoe”), pursuant to the early warning requirements of Canada’s National Instrument 62-104 and National Instrument 62 103 with respect to common shares of Cordoba Minerals Corp. (“Cordoba”).
Ivanhoe, through its affiliate, High Power Exploration Inc. (“HPX”), has subscribed for and acquired 16,289,619 common shares of Cordoba pursuant to a non-brokered private placement (the “Private Placement”) announcement by Cordoba on July 25, 2018, at a per share price of C$0.105.
In addition, HPX has also been issued an additional 21,941,567 common shares in connection with the conversion of approximately US$1.75 million in principal and interest of loans that were previously advanced to Cordoba (the “Loans”). The Loans were converted into common shares at a deemed price per share that is equal to the issue price under the Private Placement (the “Debt Conversion”).
As well, HPX has also been issued 5,336,103 common shares to satisfy a deferred payment owed to HPX totaling US$425,850, relating to Cordoba’s acquisition of the Alacran Project. These common shares were issued at the same price per share as the Private Placement (the “Omni Settlement”).
The Private Placement, the Debt Conversion, and the Omni Settlement are collectively referred to as the “Transaction”.
Before the Transaction, Ivanhoe, indirectly through HPX, beneficially owned 137,416,746 common shares of Cordoba, representing approximately 66.46% of Cordoba’s then issued and outstanding common shares. Ivanhoe, indirectly through HPX, also beneficially owns 6,182,311 share purchase warrants of Cordoba, exercisable into common shares of Cordoba at an exercise price of C$1.08 per warrant. Following the Transaction, Ivanhoe, indirectly through HPX, now beneficially owns 180,984,035 common shares of Cordoba, representing 72.3% of the issued and outstanding common shares of Cordoba on a non-diluted basis. Ivanhoe is deemed to beneficially own the common shares issuable on exercise of the warrants, and accordingly, assuming the exercise of the 6,182,311 warrants, Ivanhoe, indirectly through HPX, would beneficially own 187,166,346 common shares of Cordoba, representing approximately 74.77% of Cordoba’s then issued and outstanding common shares on a partially-diluted basis.
Ivanhoe is acquiring these common shares for investment purposes. Subject to the rules of the TSX Venture Exchange and applicable securities laws, Ivanhoe may, depending on market and other conditions, increase or decrease its beneficial ownership of the Issuer’s securities, whether in the open market, by privately negotiated agreements, or otherwise, subject to a number of factors including general market conditions and other available investment and business opportunities.
HPX and Cordoba are parties to an investment agreement dated July 31, 2017 (the “Investment Agreement”) pursuant to which, among other things, HPX was granted certain rights to nominate members of the board of directors (the “Board”) of Cordoba (being a majority of the Board for so long as HPX and its affiliates hold more than 50% of the issued and outstanding common shares, which will be reduced to less than a majority otherwise) and the right to participate in future equity offerings completed by Cordoba in order to maintain HPX’s pro-rata ownership interest in Cordoba. HPX’s rights under the Investment Agreement will remain in place for so long as HPX and its affiliates’ ownership interest in Cordoba remains above 10% of the issued and outstanding common shares.
For further information and to obtain a copy of the early warning report filed under applicable Canadian provincial securities legislation in connection with the transactions hereunder, please go to Cordoba’s profile on the SEDAR website (www.sedar.com), or contact Penny Schattenkirk at (604) 689-8765. Ivanhoe has an office c/o 654-999 Canada Place, Vancouver, British Columbia, Canada, V6C 3E1.