Cordoba Minerals Corp. (TSX-V:CDB; OTCQB:CDBMF) announced that the Company, and its majority shareholder High Power Exploration Inc. (“HPX”), have agreed to convert the principal and interest owed to HPX under short-term indebtedness obligations (the “Debt”) into common shares of the Company (the “Debt Conversion”). The total owed to HPX is US$2.94 million (C$3.90 million, based on the Bank of Canada exchange rate as at September 23, 2019), arising from advances under a promissory note and deferral of the fourth payment instalment under the Alacran option. As such, Cordoba has agreed to issue to HPX 65,059,800 common shares at a price of C$0.06 per share in respect of the amount owed under the Debt.
The issuance of common shares under the Debt Conversion remains subject to the approval of the TSX Venture Exchange. The shares issued will be subject to a statutory hold period in Canada expiring four months and one day from the closing date. Upon completion, HPX is expected to own 275,148,963 common shares in Cordoba, representing a 75.3% interest.
The Debt Conversion is considered a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) because HPX is a related party to Cordoba as the majority shareholder. Pursuant to Section 5.5(a) and 5.7(1)(a) of MI 61-101, the Company is exempt from obtaining a formal valuation and approval of the Company’s minority shareholders due to the fair market value of HPX’s participation in the Debt Conversion being below 25% of the Company’s market capitalization for purposes of MI 61-101. The Company will file a material change report in respect of the Debt Conversion. However, the material change report will be filed less than 21 days prior to the closing of the Debt Conversion, which is consistent with market practice and the Company deems reasonable in the circumstances.