Cordoba Minerals (CDB-V) talk consolidation? First CDB inkling #537 trading at 25 cents
Jan 16, 2014 - NR
Cordoba Minerals Corp. has engaged a syndicate of agents, co-led by GMP Securities LP, Dundee Securities Ltd., BMO Capital Markets and including Clarus Securities Inc., to complete a financing on a fully marketed best-efforts basis by issuing up to approximately 24 million subscription receipts at a price of 50 cents per subscription receipt for aggregate gross proceeds of up to $12-million. The equity offering is being conducted in connection with the previously announced proposed acquisition by Cordoba of all of the issued and outstanding shares of Cordoba Holdings Corp., which it does not otherwise own, and Sabre Metals Inc. The agents have been granted an option exercisable up to 48 hours before closing to increase the size of the equity offering by up to 15 per cent to $13.8-million. Each subscription receipt will be deemed to be exchanged upon satisfaction of the escrow release conditions (as defined below) on or before May 15, 2014, without payment of any additional consideration, for one unit of a special purpose financing company comprising one common share of the company and one whole common share purchase warrant of the company. The common share purchase warrant has a term of three years exercisable at 75 cents with an early exercise provision when the common shares of the company or any successor entity trade above $1.25 for 20 consecutive trading days. It is anticipated that all of the outstanding shares of the company will be acquired by Cordoba concurrently with the acquisition.
The agents shall receive: a cash commission equal to up to 6 per cent of the gross proceeds of the equity offering; and such number of compensation options as is equal to up to 6 per cent of the number of subscription receipts sold in the equity offering, each entitling the holder to acquire one unit at the price of 50 cents for a period of 18 months.
The equity offering is expected to close on or about Feb. 7, 2014. The gross proceeds of the offering shall be deposited in escrow on the closing date. The escrowed funds will be released from escrow as to an amount equal to the agency fee to the agents and as to the balance to the company upon satisfaction of all conditions precedent to the acquisition, receipt of all requisite shareholders, and regulatory approvals to the equity offering and acquisition, and certain other conditions. In the event that the escrow release conditions are not satisfied on or before the escrow deadline, the gross proceeds will be returned to the holders of the subscription receipts and the subscription receipts will be automatically cancelled.
The net proceeds from the equity offering are expected to be used to finance commitments related to the acquisition of the Cordoba project; for continuing exploration and development activity at the combined Cordoba and San Matias projects, including the high-grade copper gold discovery at Montiel; and continuing operating and working capital requirements.
The equity offering remains subject to the receipt of all required regulatory approvals, including, without limitation, the approval of the TSX Venture Exchange. |
