May 11 2015
Cordoba Minerals Corp., is pleased to announce that High Power Exploration Inc., a private mineral exploration company indirectly controlled by mining entrepreneur Robert Friedland, has agreed to form a partnership with Cordoba.
HPX has agreed to make a strategic investment in Cordoba and will have the option to enter into a joint venture with the Company to earn up to a 65% interest in Cordoba's highly-prospective San Matias Copper-Gold Project in Colombia by funding the Project and completing a feasibility study.
Cordoba's newly discovered San Matias Copper-Gold Project contains several known areas of porphyry copper-gold mineralization, copper-gold replacement or skarn-style and vein-hosted, gold-copper mineralization and is ideally located in flat topography, near significant infrastructure and large scale producing open pit mines. Recent drilling at the project yielded numerous high-grade copper gold intersections including 101 metres of 1.0% copper and 0.65 g/t gold. (see Cordoba's February 23, 2015 news release for additional details.)
Under the terms of the strategic partnership agreement (the "Agreement"), HPX has agreed to purchase 7,300,000 Units ("Units") of Cordoba at the 20 day VWAP of C$0.14 per Unit, resulting in total proceeds to Cordoba of C$1,022,000 (the "Private Placement"). Each Unit consists of one common share of Cordoba and one fully‐vested, three-year Cordoba common share purchase warrant (each a "Warrant") with an exercise price of C$0.20 per share. If fully exercised, the warrant subscription proceeds will total an additional C$1,460,000 to Cordoba.
Following completion of the Private Placement, HPX will own approximately 11.0% of Cordoba's issued and outstanding common shares, and 15.5% on a fully-diluted basis assuming Warrants are fully exercised.
"This partnership with HPX is a significant development for Cordoba as it provides the Company with a strong strategic shareholder and access to an experienced exploration and development team instrumental in delineating and advancing several world-class mineral deposits, which will complement Cordoba's team that has successfully drilled and discovered high grade copper-gold mineralization at San Matias," commented Mr. Stifano, President and CEO of Cordoba.
"HPX is pleased to be able to gain an interest in what we consider is one of South America's best copper-gold exploration projects," said Mark Gibson, HPX's Chief Executive Officer. "We look forward to bringing our leading-edge exploration technology to explore San Matias and leverage our team's experience in having discovered numerous significant ore bodies."
The Agreement also provides for HPX and the Company to enter into a separate joint venture agreement (the "JV Agreement") which calls for HPX to fund an initial C$2,500,000 of exploration work over an 18 month period ("Initial Option Period") on the San Matias Project, to be funded by proceeds from the Private Placement and the exercise of the Warrants. HPX will be the operator of the exploration program. The Agreement provides additional earn-in phases (Phase 1, 2 and 3), whereby HPX can earn up to 65% of Cordoba's indirect subsidiary Minerales Cordoba SAS (the "JV Company") which holds the San Matias Project by spending an additional C$16,500,000 in exploration with a minimum of $6 million in Phase 1 for a 25% interest and $10.5 million in Phase 2 for a 51% interest and funding a National Instrument 43-101 compliant feasibility study on the Project during Phase 3 for a 65% interest over a maximum 102 month period following the Initial Option Period.
Additional highlights of the partnership agreement include the following:
- Cordoba offers HPX the priority right to fund a minimum of 50% of any future equity raising by Cordoba up to a maximum ownership interest by HPX of 35%;
- HPX has pre-emptive / anti-dilution rights to maintain its ownership percentage in Cordoba in future equity financings as long as the holdings of common shares of Cordoba by HPX and its affiliates remains above 10%;
- HPX has the right, but not the obligation, to nominate and have appointed a director to the board of Cordoba as long as its shareholding in Cordoba remains above 10%;
- Each of HPX and Cordoba agree to provide the other with a non-exclusive right to review opportunities that either may have in Mexico and South and Central America for future participation by the other; and
- HPX agrees to a standstill provision for a period of three years following closing of the Private Placement subject to certain exceptions.
Following the completion of the 65% joint venture earn-in, each of Cordoba and HPX will contribute to all JV Company expenditures in proportion to its then ownership interest in the JV Company, failing which any non-contributing party will be diluted on a pro rata basis. Each party will at all times have a right of first refusal over the other party's interest in the JV Company. If either Cordoba's or HPX's interest in the San Matias Project is diluted below 5%, it will automatically be converted to a 1.5% net smelter royalty interest.
The final terms and conditions of the arrangement will be subject to approval of the applicable regulatory authorities, including the TSX Venture Exchange and may require Cordoba shareholder approval.
San Matias Project Overview
The newly discovered San Matias Copper-Gold Project comprises a 20,000-hectare land package that contains several known areas of porphyry copper-gold, copper-gold replacement or skarn-style and vein-hosted, gold-copper mineralization. Additionally, the project includes an extensive package of applications (+200,000 ha) covering areas prospective for similar metaliferous systems and also coal, on the inferred northern extension of the prolific and richly endowed Mid Cauca Belt.
Porphyry mineralization at the project incorporates high-grade zones of copper-gold mineralization hosted by diorite porphyries that contain strong potassic style alteration and various orientations of sheeted and stockwork quartz-magnetite veins with chalcopyrite-bornite mineralization and minor zones of K-feldspar within vein margins and secondary biotite. Within the porphyries present, zones of intense sheeted quartz veining often reaches over 50% replacement of the intrusive host rock associated with strong potassic alteration and copper-gold mineralization. Lesser calc-sodic alteration also is noted as trace actinolite and albite alteration zones, largely in basaltic wallrocks and inclusions. At least one later phase of chalcopyrite veining overprints the sheeted and stockwork quartz-magnetite veins. A second, more felsic intrusive mineralized phase also has been identified which contains lesser quartz-magnetite veining associated with chalcopyrite and pyrite and a more well-developed dissemination of chalcopyrite-pyrite.
The nature of mineralization and related alteration within the San Matias Project is similar to those of other large high-grade copper-gold porphyry and associated skarn/replacement deposits globally. To date, three major structural trends of an approximate strike length of 13 kilometres each, entirely within tenure of the San Matias Project have been defined from geophysical and surface geochemical sampling.
To view Figure 1: San Matias Project area and exploration targets, please visit the following link: http://media3.marketwire.com/docs/cordoba_minerals_may08_fig01.pdf