News - other colombia player 2015-05-08 08:18 ET - News Release
Mr. Mario Stifano reports
CORDOBA MINERALS AND HIGH POWER EXPLORATION FORM STRATEGIC PARTNERSHIP TO EXPLORE THE SAN MATIAS COPPER-GOLD PORPHYRY PROJECT IN COLOMBIA
High Power Exploration Inc., a private mineral exploration company indirectly controlled by mining entrepreneur Robert Friedland, has agreed to form a partnership with Cordoba Minerals Corp. 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-per-cent interest in Cordoba's highly prospective San Matias copper-gold project in Colombia by financing 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 per cent copper and 0.65 gram per tonne gold (see Cordoba's Feb. 23, 2015, news release for additional details).
Under the terms of the strategic partnership agreement, HPX has agreed to purchase 7.3 million units of Cordoba at the 20-day volume-weighted average price of 14 cents per unit, resulting in total proceeds to Cordoba of $1,022,000. Each unit consists of one common share of Cordoba and one fully vested, three-year Cordoba common share purchase warrant with an exercise price of 20 cents per share. If fully exercised, the warrant subscription proceeds will total an additional $1.46-million to Cordoba.
Following completion of the private placement, HPX will own approximately 11.0 per cent of Cordoba's issued and outstanding common shares, and 15.5 per cent 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 Mario Stifano, president and chief executive officer 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 orebodies."
The agreement also provides for HPX and the company to enter into a separate joint venture agreement, which calls for HPX to finance an initial $2.5-million of exploration work over an 18-month period on the San Matias project, to be financed 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 per cent of Cordoba's indirect subsidiary Minerales Cordoba SAS, which holds the San Matias project, by spending an additional $16.5-million in exploration, with a minimum of $6-million in phase 1 for a 25-per-cent interest and $10.5-million in phase 2 for a 51-per-cent interest, and financing a National Instrument 43-101-compliant feasibility study on the project during phase 3 for a 65-per-cent 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 finance a minimum of 50 per cent of any future equity raising by Cordoba, up to a maximum ownership interest by HPX of 35 per cent.
- 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 per cent.
- 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 per cent.
- 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.
- 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-per-cent joint venture earn-in, Cordoba and HPX will contribute to all JV company expenditures in proportion to their 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 per cent, it will automatically be converted to a 1.5-per-cent 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 (over 200,000 hectares) covering areas prospective for similar metalliferous 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-per-cent 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 that 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.
Technical information
The technical information in this news release has been reviewed, verified and compiled by Dr. Christian Grainger, PhD, a qualified person for the purpose of National Instrument 43-101. Dr. Grainger is a geologist with over 15 years in the minerals mining, consulting, exploration and research industries. Dr. Grainger is a member of the Australian Institute of Geoscientists and Australian Institute of Mining and Metallurgy.
There has been insufficient exploration to define a mineral resource on the San Matias project to date, and it is uncertain if further exploration will result in the target being delineated as a mineral resource.
About HPX
HPX is a privately owned, metals-focused exploration company deploying proprietary in-house geophysical technologies to rapidly evaluate buried geophysical targets. The HPX technology cluster comprises geological and geophysical systems for targeting, modelling, survey optimization, acquisition, processing and interpretation. HPX has a highly experienced board and management team; it is indirectly controlled by international financier and mining entrepreneur Robert Friedland and led by chief executive officer Mark Gibson, a geoscientist formerly with Anglo American, and is chaired by Ian Cockerill, a former chief executive officer of Gold Fields Ltd.