Cordoba Minerals Announces Transformational Agreement to Sell Remaining Interest in Alacrán Project

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TSX.V: CDB | OTCQB: CDBMF

FOR IMMEDIATE RELEASE May 8, 2025

Cordoba Minerals Announces Transformational Agreement to

Sell Remaining Interest in Alacrán Project

- Unlocks Immediate US$88 Million in Cash with Up to an

Additional US$40 Million in Future Consideration -

Vancouver, BC – May 8, 2025 – Cordoba Minerals Corp. (TSX-V: CDB; OTCQB: CBDMF) (“Cordoba”

or the “Company”) is pleased to announce a transformational transaction that delivers substantial

value to shareholders. The Company has entered into a definitive framework agreement (the

“Framework Agreement”) to sell its remain ing 50% interest in the Alacrán Project — one of

Colombia’s most advanced copper- gold development assets — along with all other exploration

assets in Colombia and certain accounts receivable (the “Transaction”).

The sale will be executed through the divestment of Cordoba’s wholly owned Colombian

subsidiaries, Minerales Cordoba S.A.S. and Exploradora Cordoba S.A.S. , to Veritas Resources

AG (“Veritas”), which currently holds the other 50% of the Alacrán Project. Currently, Veritas is an

indirect wholly -owned subsidiary of JCHX Mining Management Co., Ltd. (“JCHX”), a strategic

partner and 19.81% shareholder of Cordoba. Upon closing, Veritas will be owned by a consortium of

experienced mining investors, with JCHX continuing to hold 55% of Veritas.

The Transaction delivers:

• Immediate cash proceeds of US$88 million at closing

• Up to an additional US$40 million in potential deferred and contingent payments

• A streamlined focus for Cordoba as it evaluates new opportunities to create shareholder

value

"This transaction represents an opportunity to expedite the advancement of the Alacrán Project and

will be an excellent outcome for Cordoba shareholders, ” commented Sarah Armstrong -Montoya,

President & CEO. “JCHX is a global leader in mine development and operations and brings proven

underground mining expertise to the Alacrán Project —one of Colombia’s most advanced copper -

gold assets. With a strong track record in delivering large -scale international mining projects on

budget and ahead of schedule, JCHX is well-positioned to unlock the full potential of the Alacrán

deposit alongside its consortium partners. ”

Transaction Terms

Under the terms of the Framework Agreement, Cordoba will receive:

• A cash payment of US$88 million at closing (the “Closing Cash Payment”); and

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• A deferred payment of US$12 million, payable upon the earlier of:

o commencement of commercial production at the Alacrán Project, or

o 36 months from the closing date.

In addition, Cordoba may receive a contingent payment of either US$8 million or US$28 million ,

depending on the prevailing copper price at the time of commercial production at the Alacrán

Project. If the copper price falls below a certain threshold, Cordoba may not receive this

contingent payment.

A success fee is payable in connection with the Transaction to an arm’s length financial advisor.

Ivanhoe Mines Consulting Services (Beijing) Co., Ltd. is entitled to receive a cash fee of 1% of the first

US$100 million of proceeds received by Cordoba in connection with the Transaction.

Use of Proceeds and Shareholder Distribution

Cordoba intends to distribute the net proceeds from the Closing Cash Payment to its shareholders,

after settling all outstanding liabilities and obligations, but will retain US$5 million for ongoing

corporate purposes (the “Distribution”). Cordoba is required, pursuant to the terms of the

Framework Agreement, to use commercially reasonable efforts to make the Distribution within six

months of closing of the Transaction, subject to necessary approvals from shareholders, the TSXV ,

and other applicable regulatory authorities. Cordoba estimates that the amount of the Distribution

will be between US$65-70 million.

Termination of Prior Agreements and Debt Repayment

Following completion of the Transaction:

• All prior agreements with JCHX under the original framework agreement dated December 8,

2022, will be terminated; and

• Cordoba’s outstanding bridge loan debt to an affiliate of JCHX, entered into on December 26,

2024, will be repaid through the assignment of an equivalent loan made by Cordoba to

Minerales to the same affiliate of JCHX.

Conditions to Closing

Closing of the Transaction is subject to customary conditions, including but not limited to:

• Approval by the TSX Venture Exchange (“TSXV”);

• Approval by Cordoba shareholders at a special meeting of shareholders (the “Cordoba

Meeting”); and

• Approval of the Environmental Impact Assessment (“EIA”) for the Alacrá n Project by

Colombia’s Autoridad Nacional de Licencias Ambientales (“ANLA”).

Closing is dependent, among other things, the timing of the approval of the EIA from the ANLA and

the shareholder approval. Further details of the Transaction will be included in the management

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information circular to be provided to shareholders ahead of the Cordoba Meeting . Cordoba

anticipates that the Cordoba Meeting will be held in or around August 2025, but in no event later than

September 15, 2025. It is a requirement of the Framework Agreement that the Transaction is

completed by December 31, 2025.

Following closing of the Transaction, Cordoba will continue to be a publicly -listed company on the

TSXV with the Company’s Perseverance property in its portfolio. Following closing, the Company will

search for business development opportunities, and Ivanhoe Electric Inc., one of Cordoba’s current

significant shareholders, will continue to hold the majority of the Company’s shares.

Related Party Transaction

The Transaction constitutes a “related party transaction” within the meaning of Multilateral

Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”)

because JCHX and its affiliates are significant shareholders of Cordoba (holding, in aggregate,

greater than 10% of the issued and outstanding common shares of the Company ). The Company is

relying on the exemptions from the minority approval requirements and formal valuation

requirements under sections 5.5(e) and 5.7(c) of MI 61 -101, as the Trans action is supported by an

arm’s length control person, being Cordoba’s significant shareholder, Ivanhoe Electric Inc.

(“Ivanhoe”). Ivanhoe is not an interested party in the Transaction and is at arm’s length to the

interested party, JCHX.

As a related party transaction, the board of directors of Cordoba (the “Board”) constituted a special

committee of independent directors (the “Special Committee”) for the purposes of, among other

things, considering the Transaction, reviewing, directing and supervising the process to be carried

out by the Company and its professional advisors in assessing and negotiating the Transaction, and

considering and making recommendations to the Board with respect to the Transaction. The Special

Committee is composed of William (Bill) Orchow, Dr. Diane Nicolson, Luis Valencia González, and

Terry Krepiakevich. In considering the Transaction, the Special Committee retained Osler, Hoskin &

Harcourt LLP as its independent legal counsel and Haywood Securities Inc. (“Haywood”) as its

independent financial advisor.

Haywood has provided a fairness opinion in respect of the Transaction. The Company is exempt from

the requirement to obtain a formal valuation in accordance with MI 61 -101. A copy of the fairness

opinion will be included in the management information circular to be sent to Cordoba shareholders

prior to the Cordoba Meeting . In addition, Haywood has provided an opinion to the Special

Committee, stating that, in their opinion and subject to the assumptions, limitations and

qualifications contained in the fairn ess opinion, as of the date of the fairness opinion, the

consideration to be paid pursuant to the T ransaction is fair, from a financial point of view, to the

shareholders of the Company (other than JCHX and its affiliates). After careful consideration and

deliberation, the Special Committee determined that the T ransaction is in the best interests of

Cordoba and is fair to shareholders of the Company (other than JCHX, and its affiliates) and

unanimously recommended to the Board that the Board approve the Transaction. Following receipt

of the unanimous recommendation by the Special Committee, the Board determined that the

Transaction is in the best interests of Cordoba and is fair to shareholders of the Company (other than

JCHX and its affiliates) and unanimously approved the Transaction.

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Further information regarding the T ransaction will be contained in a management information

circular that Cordoba will prepare, file and mail to its shareholders in advance of the Cordoba

Meeting. Copies of the main transaction documents and management information circular will be

available in due course on SEDAR+ at www.sedar.ca.

About Cordoba

Cordoba Minerals Corp. is a mineral exploration company focused on the exploration, development

and acquisition of copper and gold projects. Subject to the completion of the Transaction, Cordoba

is jointly developing the Alacrán Project with JCHX Mining Management Co., Ltd., located in the

Department of Cordoba, Colombia. Cordoba also holds a 51% interest in the Perseverance Copper

Project in Arizona, USA, which it is exploring through a Joint Venture and Earn-In Agreement. For

further information, please visit www.cordobaminerals.com.

ON BEHALF OF THE COMPANY

Sarah Armstrong-Montoya, President and Chief Executive Officer

Information Contact

[email protected]

+1 (604) 689-8765

Forward-Looking Statements

This news release includes “forward -looking statements” and “forward -looking information” within the

meaning of Canadian securities legislation. All statements included in this news release, other than statements

of historical fact, are forward -looking sta tements including, without limitation, statements relating to the

Alacrán Project and the advancement thereof, including the timing of advancement, statements with respect

to the Transaction , including the completion of the Transaction and the expected tim ing of completion, the

expected approvals required for the Transaction and Distribution, including the approval of the TSXV , ANLA, and

shareholders of Cordoba, the treatment of the existing debt owed by Cordoba to an affiliate of JCHX, the use of

proceeds from the T ransaction, and the expected benefits from the Transaction. Forward-looking statements

include predictions, projections and forecasts and are often, but not always, identified by the use of words such

as “anticipate” , “believe” , “plan” , “estimate ” , “expect” , “potential” , “target” , “budget” and “intend” and

statements that an event or result “may” , “will” , “should” , “could” or “might” occur or be achieved and other

similar expressions and includes the negatives thereof.

Forward-looking statements are based on a number of assumptions and estimates that, while considered

reasonable by management based on the business and markets in which Cordoba operates, are inherently

subject to significant operational, economic, and competitive uncertainties, risks and contingencies. There can

be no assurance that such statements will prove to be accurate and actual results, and future events could

differ materially from those anticipated in such statements. Important factors that could c ause actual results

to differ materially from the Company’s expectations include title to mineral property risks; reliability of Mineral

Resource and Mineral Reserve estimates; going concern risks; the availability of capital and financing generally

for the development of the Alacran Project; a deterioration of security on site in Colombia or actions by the local

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community that inhibits access and/or ability to productively work on site; community relations and

construction activities; fluctuations in the price of metals and the anticipated future prices of such metals;

stock market volatility; unanticipated changes in general business and economic conditions or conditions in

the financial markets; certain shareholders exercising significant control over the Company; foreign entity risks;

loss of key personnel; ne gative operating cash flow; changes in interest or cu rrency exchange rates; risks

related to foreign operation including changes to taxation, social unrest, and changes in national and local

government legislation; regulatory risks; uninsured risks; environmental risks; competition; risks related to

participation in joint ventures; legal disputes or unanticipated outcomes of legal proceedings; changing global

financial conditions; force majeure ; conflicts of interest; cyber security incidents ; and the potential effects of

international conflicts on the Compan y’s business; human error, and other exploration or other risks detailed

herein and from time to time in the filings made by the Company with securities regulators, including those

described under the heading “Risks and Uncertainties” in the Company’s most recently filed MD&A. The

Company does not undertake to update or revise any forward -looking statements, except in accordance with

applicable law. Readers are cautioned not to put undue reliance on these forward-looking statements.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined

in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or

accuracy of this release.