Ivanhoe Industries, LLC

Ivanhoe Industries, LLC

June 15, 2017 18:32 ET

Acquisition of Common Shares and Warrants of Cordoba Minerals Corp.

NEW YORK, NEW YORK--(Marketwired - June 15, 2017) - This news release is issued by Ivanhoe Industries, LLC ("Ivanhoe Industries"), pursuant to the early warning requirements of Canada's National Instrument 62-104 and National Instrument 62-103 with respect to common shares and warrants of Cordoba Minerals Corp. ("Cordoba").

High Power Exploration Inc. ("HPX"), an affiliate of Ivanhoe Industries, has entered into a share purchase agreement dated June 13, 2017 with Cordoba and HPX Colombia Ventures Ltd. ("Ventures"), pursuant to which HPX has agreed to sell (the "Transaction") all of the shares of Ventures, its existing 51% indirect economic interest in the San Matias Joint Venture (the "San Matias Project") and certain expenditures of Ventures incurred on the San Matias Project up to March 31, 2017 (collectively, the "Assets") to Cordoba in exchange for an aggregate of 137,416,746 common shares (each, a "Common Share") and 6,182,311 warrants (each, a "Warrant") to purchase Common Shares of Cordoba. Of the 137,416,746 Common Shares issued to HPX, 92,681,290 will be issued in consideration for all of Ventures' rights and interests under a joint venture agreement with respect to the San Matias Project, 32,370,833 will be issued in consideration for an equivalent number of Common Shares held by Ventures that will be indirectly transferred to Cordoba under the Transaction and subsequently cancelled by Cordoba, and the remaining Common Shares and Warrants will be issued as consideration for certain expenditures of Ventures incurred on the San Matias Project up to March 31, 2017.

Each Warrant will entitle the holder thereof to acquire one Common Share at an exercise price of C$1.08 per share for a period of 24 months from closing of the Transaction. Completion of the Transaction is subject to the approval of the TSX Venture Exchange ("TSX-V"), the approval of the disinterested shareholders of Cordoba, completion by Cordoba of an equity financing transaction (the "Financing") for proceeds of approximately C$10 million, as further described in Cordoba's press release dated June 13, 2017, and certain other conditions customary for a transaction of this nature. The consideration offered to Cordoba pursuant to the Purchase Agreement consists of the Assets. Based on the closing price of the Common Shares on the TSX-V on June 13, 2017, the value of the Common Shares to be issued to HPX under the Purchase Agreement would be C$94,541,321.70 or C$0.90 per share.

Before entering into the Purchase Agreement, Ivanhoe, indirectly through Ventures, held 32,370,833 Common Shares, and, indirectly through Ventures' 51% owned Colombian subsidiary, Sociedad Ordinaria de Minas OMNISOM ("OMNI"), held warrants to purchase 50,100 Common Shares. The Common Shares represent approximately 36.35% of Cordoba's issued and outstanding Common Shares. The 50,100 warrants, if exercised immediately and assuming no other convertible securities of Cordoba are exercised, would increase Ivanhoe's indirect ownership interest, through Ventures and OMNI, to 36.38% of Cordoba's issued and outstanding Common Shares, on a partially diluted basis. Upon completion of the Transaction, Ivanhoe, indirectly through HPX, will have beneficial ownership of approximately 66.57% of the issued and outstanding Common Shares. The Warrants, if exercised immediately upon closing of the Transaction and assuming no other convertible securities of Cordoba are exercised, would increase Ivanhoe's beneficial ownership interest, through HPX, to 67.54% of Cordoba's issued and outstanding Common Shares, on a partially diluted basis.

The Common Shares and Warrants to be acquired will be held for investment purposes. Subject to the Transfer Restrictions and the Investor Rights Agreement (each as defined below) and the rules of the TSX-V, Ivanhoe may, depending on market and other conditions, increase or decrease its beneficial ownership of Cordoba'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.

Under the Purchase Agreement, HPX has agreed (the "Transfer Restrictions") not to sell, transfer or otherwise dispose of any securities of Cordoba until a period that is 180 days after the closing of the Transaction. Additionally, as a condition to closing of the Transaction, HPX and Cordoba have agreed to enter into an investor rights agreement (the "Investor Rights Agreement") pursuant to which, among other things, HPX will be 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 Investor Rights 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 Industries has an office c/o 654-999 Canada Place, Vancouver, British Columbia, Canada, V6C 3E1.

Contact Information

  • Penny Schattenkirk
    (604) 689-8765