Cordoba Minerals Corp. (TSXV:CDB; OTCQB:CDBMF) (“Cordoba” or the “Company”) announces today that it has completed the previously announced private placement with JCHX Mining Management Co., Ltd. (“JCHX”) (refer to Cordoba’s news release dated July 21, 2020).
A total of 1,165,017 common shares of the Company (each, a “Share”) have been issued to JCHX, at a price of C$0.0869 per Share for gross proceeds of C$101,239.98. JCHX will maintain its 19.99% interest in the Company. Cordoba intends to use the proceeds for working capital and general corporate purposes.
The Shares are subject to a four-month and one day hold period expiring November 30, 2020.
The issuance of the Shares to JCHX is considered a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) because JCHX is a related party to Cordoba by virtue of JCHX holding a 19.9% interest in the Company. Pursuant to Section 5.5(a) and 5.7(1)(a) of MI 61-101, Cordoba is exempt from obtaining a formal valuation and approval of Cordoba’s minority shareholders as the fair market value of the issuance of the Shares to JCHX is less than 25% of Cordoba’s market capitalization for the purposes of MI 61-101.
Cordoba will file a material change report in respect of the issuance of Shares to JCHX. However, the material change report is likely to be filed less than 21 days prior to the issuance of the Shares to JCHX, which is consistent with market practice and Cordoba deems reasonable in the circumstances.