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Cordoba Minerals Announces Filing and Mailing of Special Meeting Materials in Connection with Proposed Sale of the Alacran Project and Provides Transaction Update

News provided by newsfile2025-08-19

August 19, 2025 6:09 PM EDT | Source: Cordoba Minerals Corp.

Vancouver, British Columbia--(Newsfile Corp. - August 19, 2025) - Cordoba Minerals Corp. (TSXV: CDB) (OTCQB: CDBMF) ("Cordoba" or the "Company") is pleased to announce that it has filed with the applicable Canadian securities regulatory authorities a management information circular dated August 11, 2025 (the "Circular") and related meeting materials (together with the Circular, the "Meeting Materials") of the Company for use at the special meeting (the "Meeting") of Cordoba shareholders (the "Company Shareholders") in connection 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 Corporations Act (British Columbia) ("BCBCA"), in connection with a cash distribution to Company Shareholders (the "Distribution"). The Transaction and the Distribution were previously announced in a news release dated May 8, 2025.

The Company has commenced mailing copies of the Meeting Materials to Company Shareholders entitled to vote on the Transaction and Distribution at the Meeting. Only Company Shareholders of record as at the close of business on August 11, 2025 are eligible to vote at the Meeting.

At the Meeting, Company Shareholders will be asked to consider a special resolution (the "Transaction Resolution") approving the Transaction and a special resolution (the "Distribution Resolution") approving an arrangement under the provisions of Division 5 of Part 9 of the BCBCA, pursuant to which the Company will complete the Distribution to Company Shareholders upon completion of the Transaction.

The Board of Directors of Cordoba recommends that Company Shareholders vote FOR the Transaction Resolution and the Distribution Resolution.

Additional details with respect to the Transaction, the Distribution, the reasons for the recommendation of the Board of Directors of the Company, as well as the potential benefits and risks of the Transaction and Distribution, are described in the Circular, which Company Shareholders are encouraged to read in its entirety.

The Meeting and Voting

The Meeting is scheduled to be held online only at 10:00 a.m. (Pacific time) on September 15, 2025, subject to adjournment or postponement. Registered Company Shareholders entitled to vote a the Meeting, and duly appointed proxyholders, can attend the meeting online at https://meetnow.global/MVAKK25 where they can participate, vote, or submit questions during the Meeting's live webcast. In order to streamline the virtual meeting process, the Company encourages Company Shareholders to vote in advance of the Meeting using the form of proxy or voting instruction form provided to them with the Meeting Materials.

YOUR VOTE IS IMPORTANT. CAST YOUR VOTE WELL IN ADVANCE OF THE PROXY VOTING DEADLINE.

The proxy voting deadline is September 11, 2025 at 10:00 a.m. (Pacific time), or, if the Meeting is adjourned or postponed, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, before the commencement of such adjourned or postponed Meeting.

Company Shareholders are encouraged to carefully read the Meeting Materials for information concerning the Transaction, the Distribution, the Transaction Resolution, the Distribution Resolution, and voting, and vote their shares as soon as possible. The Meeting 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 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 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 information, please visit www.cordobaminerals.com.

ON BEHALF OF THE COMPANY,
Sarah Armstrong-Montoya, President and Chief Executive Officer

Forward-Looking Statements

This news release includes "forward-looking statements" and "forward-looking information" within the meaning of Canadian securities legislation. All statements included in this news release, other than statements of historical fact, are forward-looking statements including, without limitation, statements with respect to the Transaction, including the completion of the Transaction and the expected timing of completion, the expected approvals required for the Transaction and Distribution and the timing thereof, including the final approval of the TSXV, ANLA approval of the EIA, and approval of Company Shareholders, and the timing of the Meeting. Forward-looking statements include predictions, projections and forecasts and are often, but not always, identified by the use of words such as "anticipate", "believe", "plan", "estimate", "expect", "potential", "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 negatives thereof.

Forward-looking statements are based on a number of assumptions and estimates that, while considered reasonable by management based on the business and markets in which Cordoba operates, are inherently subject to significant operational, economic, and competitive uncertainties, risks and contingencies. There can be no assurance that such statements will prove to be accurate and actual results, and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include title to mineral property risks; reliability of Mineral Resource and Mineral Reserve estimates; going concern risks; the availability of capital and financing generally for the development of the Alacran Project; a deterioration of security on site in Colombia or actions by the local community that inhibits access and/or ability to productively work on site; community relations and construction activities; fluctuations in the price of metals and the anticipated future prices of such metals; stock market volatility; unanticipated changes in general business and economic conditions or conditions in the financial markets; certain shareholders exercising significant control over the Company; foreign entity risks; loss of key personnel; negative operating cash flow; changes in interest or currency exchange rates; risks related to foreign operation including changes to taxation, social unrest, and changes in national and local government legislation; regulatory risks; uninsured risks; environmental risks; competition; risks related to participation in joint ventures; legal disputes or unanticipated outcomes of legal proceedings; changing global financial conditions; force majeure; conflicts of interest; cyber security incidents; and the potential effects of international conflicts on the Company's business; human error, and other exploration or other risks detailed herein and from time to time in the filings made by the Company with securities regulators, including those described under the heading "Risks and Uncertainties" 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 cautioned not to put undue reliance on these forward-looking statements.

Neither the TSX Venture Exchange nor its Regulation 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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