Ms. Sarah Armstrong-Montoya reports

CORDOBA MINERALS AMENDS AGREEMENT FOR THE SALE OF THE REMAINING INTEREST IN THE ALACRAN PROJECT

Cordoba Minerals Corp. has entered into an agreement with Veritas Resources AG and a consortium of experienced mining investors led by JCHX Mining Management Co. Ltd. to amend certain provisions of the previously announced definitive framework agreement to sell its remaining 50-per-cent interest in the Alacran project, along with all other exploration assets in Colombia and certain accounts receivable.

The principal change agreed today is to increase the closing payment from $88-million (U.S.) in cash to $128-million (U.S.) in cash paid in a lump sum on closing of the transaction, now anticipated for no later than March 10, 2026, with no further payments to be made by Veritas and the buyer consortium. It is also anticipated that a larger cash distribution will now be made to Cordoba shareholders following closing.

In addition, the amending agreement also waives certain conditions to closing, including approval of the environmental impact assessment for the Alacran project by Colombia's Autoridad Nacional de Licencias Ambientales, and sets the outside date for completion of the transaction as March 10, 2026. A reduction in the number of consortium members also requires a new formal approval of JCHX shareholders by March 10, 2026. JCHX shareholders have previously approved the transaction.

The transaction remains subject to final approval of the TSX Venture Exchange. The transaction is expected to close within the next month and in any event by March 10, 2026.

Bridge loan

Cordoba also announces that an affiliate of JCHX will provide a bridge loan of $2-million (U.S.) directly to the joint venture entity that holds the Alacran project in Colombia. The bridge loan bears simple interest at 10 per cent per annum for the first six months of the loan agreement, and the interest rate will increase to 12 per cent per annum for the remaining months of the loan agreement. The bridge loan will be disbursed on or around the date of this announcement and is payable on the maturity date (which is 36 months after the disbursement) or on demand by the lender at any time after the closing of the transaction. The purpose of the bridge loan is to ensure the company can continue the advancement of the Alacran project and for general corporate purposes while the parties work toward closing.

The bridge loan constitutes a related party transaction under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, as JCHX is a related party of Cordoba given its greater-than-10-per-cent beneficial shareholding. Pursuant to sections 5.5(b) and 5.7(f) of MI 61-101, the company is exempt from obtaining a formal valuation and minority approval of the company's shareholders in respect of the transactions specified herein due to the company being listed on the TSX-V and the loan from JCHX to the company having no equity or voting component.

Distribution update

Today's amending agreement also increases the anticipated cash distribution following closing. Previously announced, Cordoba intended to distribute the net proceeds from the first $88-million (U.S.) of the closing cash payment to its shareholders, after settling all outstanding liabilities and obligations, but would have retained $5-million (U.S.) for continuing corporate purposes. Cordoba will now be seeking to retain $10-million (U.S.) for continuing corporate purposes and distributing the net amount of the $128-million (U.S.) after settling outstanding liabilities and obligations. The distribution remains subject to TSX-V approval and Cordoba will provide a further update on the distribution following closing.

If you are a registered company shareholder, it is important that you complete and remit a residency declaration form, which was mailed to you with the company's management information circular dated Aug. 11, 2025, and posted on the company's profile on SEDAR+. The completion of the residency declaration form is necessary for you to be eligible to receive your distribution. Further information regarding the residency declaration form and the distribution can be found in the circular.

About Cordoba Minerals Corp.

Cordoba Minerals is a mineral exploration company focused on the exploration, development and acquisition of copper and gold projects. 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 is being explored through a joint venture and earn-in agreement.

We seek Safe Harbor.