Cordoba closes sale of remaining 50% of Alacran

Executive Summary

• Cordoba Minerals Corp. has closed the sale of its remaining 50% interest in the Alacran project in Colombia, along with all other Colombian exploration assets and certain accounts receivable, to Veritas Resources AG (a consortium led by JCHX Mining Management Co. Ltd.).
• The transaction generated $128 million (U.S.) in cash proceeds for Cordoba. Veritas now holds a 100% interest in Alacran and assumes full operational responsibility.
• Significant management changes occurred concurrently: Sarah Armstrong-Montoya resigned as CEO and Director, and Luis Valencia resigned as a Director. Quentin Markin has been appointed Interim CEO.

Key Details

• Transaction Structure: Divestment of wholly owned Colombian subsidiaries, Minerales Cordoba SAS and Exploradora Cordoba SAS, to Veritas Resources AG.
• Counterparty: Veritas Resources AG, an entity owned by a consortium of experienced mining investors led by JCHX Mining Management Co. Ltd.
• Assets Sold: Remaining 50% interest in the Alacran project, all other exploration assets in Colombia, and certain accounts receivable.
• Consideration: $128 million (U.S.) in cash proceeds received by Cordoba upon closing.
• Prior Agreements: The initial framework agreement with JCHX dated December 8, 2022 (as amended), and all prior related agreements between Cordoba and JCHX affiliates have been terminated.
• Use of Proceeds: Net proceeds will be distributed to shareholders after settling outstanding liabilities. Cordoba will retain $10 million (U.S.) for continuing corporate purposes.
• Distribution Mechanism: The distribution is expected to be completed via a statutory plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia).
• Regulatory/Hearing Dates:
  • Final order hearing for the B.C. Supreme Court application is scheduled for March 12, 2026, at 800 Smithe St., Vancouver, B.C.
  • Deadline to file a response to petition to appear at the hearing is March 10, 2026, by 4 p.m. Vancouver time.
  • Distribution is subject to the final order of the B.C. Supreme Court and approval of the TSX Venture Exchange.
• Management Changes:
  • Sarah Armstrong-Montoya: Resigned as President and CEO and Director; remaining with the Alacran project.
  • Luis Valencia: Resigned as a member of the Board of Directors.
  • Quentin Markin: Appointed Interim Chief Executive Officer; also serves as a Cordoba director and Executive Vice-President of Business Development for Ivanhoe Electric (Cordoba's controlling shareholder).
• Company Status: Cordoba remains a publicly listed company on the TSX Venture Exchange, retaining its Perseverance property in Arizona. Ivanhoe Electric Inc. continues to hold the majority of the company's shares.

Notable Quotes

• "This transaction delivers an excellent outcome for Cordoba shareholders and marks an important milestone for the company... The Alacran project is now in the hands of JCHX -- a global leader in mine development with deep expertise in underground mining. We are confident they are well positioned, together with their consortium partners, to continue to advance the project while we turn our attention to Cordoba's next growth chapter." — Quentin Markin, Interim CEO and Director