Cordoba Minerals Announces Filing and Mailing of Special Meeting Materials in Connection with Proposed Sale of the Alacran Project and Provides Transaction Update
TSX.V: CDB | OTCQB: CDBMF
FOR IMMEDIATE RELEASE August 19, 2025
Cordoba Minerals Announces Filing and Mailing of Special Meeting Materials in Connection with Proposed Sale of the Alacran Project and Provides Transaction Update
Vancouver, BC – August 19, 2025 – Cordoba Minerals Corp. (TSX-V: CDB; OTCQB: CBDMF) (“Cordoba” or the “Company”) is pleased to announce that it has filed with the applicable Canadian securifies regulatory authorifies a management informafion circular dated August 11, 2025 (the “Circular”) and related meefing materials (together with the Circular, the “Meefing Materials”) of the Company for use at the special meefing (the “Meefing”) of Cordoba shareholders (the “Company Shareholders”) in connecfion with (i) the proposed sale of the Company’s remaining 50% interest in the Alacrán Project, along with all of the Company’s other exploration assets in Colombia and certain accounts receivable (the “Transaction”), and
(ii) the proposed plan of arrangement under the Business Corporafions Act (Brifish Columbia) (“BCBCA”), in connecfion with a cash distribufion to Company Shareholders (the “Distribufion”). The Transacfion and the Distribufion were previously announced in a news release dated May 8, 2025.
The Company has commenced mailing copies of the Meefing Materials to Company Shareholders enfitled to vote on the Transacfion and Distribufion at the Meefing. Only Company Shareholders of record as at the close of business on August 11, 2025 are eligible to vote at the Meefing.
At the Meefing, Company Shareholders will be asked to consider a special resolufion (the “Transacfion Resolufion”) approving the Transacfion and a special resolufion (the “Distribufion Resolufion”) approving an arrangement under the provisions of Division 5 of Part 9 of the BCBCA, pursuant to which the Company will complete the Distribufion to Company Shareholders upon complefion of the Transacfion.
The Board of Directors of Cordoba recommends that Company Shareholders vote FOR the Transacfion Resolufion and the Distribufion Resolufion.
Addifional details with respect to the Transacfion, the Distribufion, the reasons for the recommendafion of the Board of Directors of the Company, as well as the potenfial benefits and risks of the Transacfion and Distribufion, are described in the Circular, which Company Shareholders are encouraged to read in its enfirety.
The Meeting and Voting
The Meefing is scheduled to be held online only at 10:00 a.m. (Pacific fime) on September 15, 2025, subject to adjournment or postponement. Registered Company Shareholders enfitled to vote a the Meefing, and duly appointed proxyholders, can aftend the meefing online at hftps://meetnow.global/MVAKK25 where they can parficipate, vote, or submit quesfions during the Meefing’s live webcast. In order to streamline the virtual meefing process, the Company encourages Company Shareholders to vote in advance of the Meefing using the form of proxy or vofing instrucfion form provided to them with the Meefing Materials.
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YOUR VOTE IS IMPORTANT. CAST YOUR VOTE WELL IN ADVANCE OF THE PROXY VOTING DEADLINE.
The proxy vofing deadline is September 11, 2025 at 10:00 a.m. (Pacific fime), or, if the Meefing is adjourned or postponed, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, before the commencement of such adjourned or postponed Meefing.
Company Shareholders are encouraged to carefully read the Meefing Materials for informafion concerning the Transacfion, the Distribufion, the Transacfion Resolufion, the Distribufion Resolufion, and vofing, and vote their shares as soon as possible. The Meefing Materials are available under Cordoba’s profile on SEDAR+ at www.sedarplus.ca.
Transaction Update
Closing of the Transaction remains dependent on, among other things, the timing of the approval of the Environmental Impact Assessment (“EIA”) for the Alacrán Project by Colombia’s Autoridad Nacional de Licencias Ambientales (“ANLA”), the approval of Company Shareholders at the Meeting, and the final approval of the TSX Venture Exchange (“TSXV”). The Company expects to receive approval of the EIA from ANLA and to close the Transaction during the fourth quarter of 2025. The Company has received the conditional approval of the TSXV for the Transaction.
Distribution – Residency Declaration Form
If you are a registered Company Shareholder, it is important that you complete and remit a residency declaration form, which will be mailed to you with the Meeting Materials and posted on the Company’s profile on SEDAR+ at www.sedarplus.ca. 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
Cordoba Minerals Corp. is a mineral explorafion company focused on the explorafion, development and acquisifion of copper and gold projects. Subject to the complefion of the Transacfion, 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 informafion, please visit www.cordobaminerals.com.
ON BEHALF OF THE COMPANY Sarah Armstrong-Montoya, President and Chief Execufive Officer
Informafion Contact
+1 (604) 689-8765
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Forward-Looking Statements
This news release includes “forward-looking statements” and “forward-looking informafion” within the meaning of Canadian securifies legislafion. All statements included in this news release, other than statements of historical fact, are forward-looking statements including, without limitafion, statements with respect to the Transacfion, including the complefion of the Transacfion and the expected fiming of complefion, the expected approvals required for the Transacfion and Distribufion and the fiming thereof, including the final approval of the TSXV, ANLA approval of the EIA, and approval of Company Shareholders, and the fiming of the Meefing. Forward-looking statements include predicfions, projecfions and forecasts and are often, but not always, idenfified by the use of words such as “anficipate”, “believe”, “plan”, “esfimate”, “expect”, “potenfial”, “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 negafives thereof.
Forward-looking statements are based on a number of assumpfions and esfimates that, while considered reasonable by management based on the business and markets in which Cordoba operates, are inherently subject to significant operafional, economic, and compefifive uncertainfies, risks and confingencies. There can be no assurance that such statements will prove to be accurate and actual results, and future events could differ materially from those anficipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectafions include fitle to mineral property risks; reliability of Mineral Resource and Mineral Reserve esfimates; going concern risks; the availability of capital and financing generally for the development of the Alacran Project; a deteriorafion of security on site in Colombia or acfions by the local community that inhibits access and/or ability to producfively work on site; community relafions and construcfion acfivifies; fluctuafions in the price of metals and the anficipated future prices of such metals; stock market volafility; unanficipated changes in general business and economic condifions or condifions in the financial markets; certain shareholders exercising significant control over the Company; foreign enfity risks; loss of key personnel; negafive operafing cash flow; changes in interest or currency exchange rates; risks related to foreign operafion including changes to taxafion, social unrest, and changes in nafional and local government legislafion; regulatory risks; uninsured risks; environmental risks; compefifion; risks related to parficipafion in joint ventures; legal disputes or unanficipated outcomes of legal proceedings; changing global financial condifions; force majeure; conflicts of interest; cyber security incidents; and the potenfial effects of internafional conflicts on the Company’s business; human error, and other explorafion or other risks detailed herein and from fime to fime in the filings made by the Company with securifies regulators, including those described under the heading “Risks and Uncertainfies” 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 caufioned not to put undue reliance on these forward-looking statements.
Neither the TSX Venture Exchange nor its Regulafion 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.
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