Cordoba increases closing payment for Alacran sale

Executive Summary

• Cordoba Minerals Corp. has amended its definitive framework agreement to sell its remaining 50% interest in the Alacran project (plus other Colombian exploration assets and receivables) to Veritas Resources AG and a consortium led by JCHX Mining Management Co. Ltd.
• The transaction value has increased significantly, with the closing payment raised from $88 million to $128 million in cash, payable in a lump sum. The transaction is now anticipated to close no later than March 10, 2026.
• A $2 million bridge loan has been arranged from an affiliate of JCHX to the joint venture entity to fund project advancement and general corporate purposes until closing.

Key Details

• Transaction Amendment: The definitive framework agreement for the sale of Cordoba's remaining 50% interest in the Alacran project, along with all other exploration assets in Colombia and certain accounts receivable, has been amended.
• Increased Consideration: The closing payment has been increased from $88 million (U.S.) to $128 million (U.S.) in cash, paid in a lump sum on closing.
• Closing Timeline: The transaction is anticipated to close within the next month and in any event by March 10, 2026.
• Waived Conditions: The amending agreement waives certain conditions to closing, specifically the approval of the environmental impact assessment for the Alacran project by Colombia's Autoridad Nacional de Licencias Ambientales.
• Shareholder Approval: A reduction in the number of consortium members requires new formal approval of JCHX shareholders by March 10, 2026 (previously approved).
• Regulatory Approval: The transaction remains subject to final approval of the TSX Venture Exchange.
• Bridge Loan: An affiliate of JCHX will provide a $2 million (U.S.) bridge loan directly to the joint venture entity holding the Alacran project.
  • Interest Rate: 10% per annum simple interest for the first six months, increasing to 12% per annum for the remaining months.
  • Disbursement: On or around the date of the announcement.
  • Maturity: 36 months after disbursement or on demand by the lender after closing.
  • Purpose: To ensure the company can continue the advancement of the Alacran project and for general corporate purposes.
  • Related Party Status: Constitutes a related party transaction under Multilateral Instrument 61-101 due to JCHX holding >10% beneficial shareholding. Exempt from formal valuation and minority shareholder approval due to TSX-V listing and lack of equity/voting component in the loan.
• Shareholder Distribution Update:
  • Previous Plan: Distribute net proceeds from the first $88 million after settling liabilities, retaining $5 million for corporate purposes.
  • New Plan: Retain $10 million (U.S.) for continuing corporate purposes and distribute the net amount of the $128 million after settling outstanding liabilities and obligations.
  • Eligibility: Registered shareholders must complete and remit a residency declaration form (mailed with the management information circular dated Aug. 11, 2025) to be eligible for the distribution.

Notable Quotes

• No direct quotes from the CEO/President were included in the provided text.