Ms. Sarah Armstrong-Montoya reports

CORDOBA MINERALS ANNOUNCES TRANSFORMATIONAL AGREEMENT TO SELL REMAINING INTEREST IN ALACRAN PROJECT

Cordoba Minerals Corp. has entered into a definitive framework agreement to sell its remaining 50-per-cent interest in the Alacran project -- one of Colombia's most advanced copper-gold development assets -- along with all other exploration assets in Colombia and certain accounts receivable.

The sale will be executed through the divestment of Cordoba's wholly owned Colombian subsidiaries, Minerales Cordoba SAS and Exploradora Cordoba SAS, to Veritas Resources AG, which currently holds the other 50 per cent of the Alacran project. Currently, Veritas is an indirect wholly owned subsidiary of JCHX Mining Management Co. Ltd., a strategic partner and 19.81-per-cent shareholder of Cordoba. Upon closing, Veritas will be owned by a consortium of experienced mining investors, with JCHX continuing to hold 55 per cent of Veritas.

The transaction delivers:

• Immediate cash proceeds of $88-million (U.S.) at closing;
• Up to an additional $40-million (U.S.) 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 Alacran project and will be an excellent outcome for Cordoba shareholders," commented Sarah Armstrong-Montoya, president and chief executive officer. "JCHX is a global leader in mine development and operations, and brings proven underground mining expertise to the Alacran 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 Alacran deposit alongside its consortium partners."

Transaction terms

Under the terms of the framework agreement, Cordoba will receive:

• A cash payment of $88-million (U.S.) at closing; and
• A deferred payment of $12-million (U.S.), payable upon the earlier of:
  • Commencement of commercial production at the Alacran project; or
  • 36 months from the closing date.

In addition, Cordoba may receive a contingent payment of either $8-million (U.S.) or $28-million (U.S.), depending on the prevailing copper price at the time of commercial production at the Alacran 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 adviser. Ivanhoe Mines Consulting Services (Beijing) Co. Ltd. is entitled to receive a cash fee of 1 per cent of the first $100-million (U.S.) 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 $5-million (U.S.) for continuing corporate purposes. 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 TSX Venture Exchange and other applicable regulatory authorities. Cordoba estimates that the amount of the distribution will be between $65-million (U.S.) and $70-million (U.S.).

Termination of prior agreements and debt repayment

Following completion of the transaction:

• All prior agreements with JCHX under the original framework agreement dated Dec. 8, 2022, will be terminated.
• Cordoba's outstanding bridge loan debt to an affiliate of JCHX, entered into on Dec. 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;
• Approval by Cordoba shareholders at a special meeting of shareholders; and
• Approval of the environmental impact assessment for the Alacran project by Colombia's Autoridad Nacional de Licencias Ambientales (ANLA).

Closing is dependent on, among other things, the timing of the approval of the EIA from the ANLA and shareholder approval. Further details of the transaction will be included in the management 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 Sept. 15, 2025. It is a requirement of the framework agreement that the transaction is completed by Dec. 31, 2025.

Following closing of the transaction, Cordoba will continue to be a publicly listed company on the TSX-V 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) because JCHX and its affiliates are significant shareholders of Cordoba (holding, in aggregate, greater than 10 per cent 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 transaction is supported by an arm's-length control person, being Cordoba's significant shareholder, Ivanhoe Electric. 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 constituted a special committee of independent directors 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 advisers 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 Gonzalez and Terry Krepiakevich. In considering the transaction, the special committee retained Osler, Hoskin & Harcourt LLP as its independent legal counsel and Haywood Securities Inc. as its independent financial adviser.

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 its opinion and subject to the assumptions, limitations and qualifications contained in the fairness opinion, as of the date of the fairness opinion, the consideration to be paid pursuant to the transaction 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 transaction 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.

Further information regarding the transaction 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+.

About Cordoba Minerals Corp.

Cordoba 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 Alacran project with JCHX Mining Management, located in the department of Cordoba, Colombia. Cordoba also holds a 51-per-cent interest in the Perseverance copper project in Arizona, United States, which it is exploring through a joint venture and earn-in agreement.

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