Cordoba Minerals Announces Voting Results from Special Meeting of Shareholders

Rhea-AI Summary

Cordoba Minerals (OTCQB: CDBMF) announced that shareholders have overwhelmingly approved two key resolutions at a special meeting held on September 15, 2025. The first resolution, passing with 100% approval, authorizes the sale of the company's remaining 50% stake in the Alacrán Project and other Colombian exploration assets. The second resolution, approved with 99.99% support, enables a cash distribution to shareholders through a plan of arrangement.

The transaction is expected to close in Q4 2025, pending Environmental Impact Assessment approval from Colombia's ANLA and final TSXV approval. This strategic move will allow Cordoba to focus on developing its Perseverance Project.

Positive

• Unanimous shareholder approval (100%) for the sale of Colombian assets
• Strategic focus shift to the promising Perseverance Project
• Upcoming cash distribution to shareholders
• Streamlined portfolio through divestment of non-core assets

Negative

• Transaction closing dependent on pending regulatory approvals
• Complete exit from Colombian market reducing geographical diversification

Vancouver, British Columbia--(Newsfile Corp. - September 15, 2025) - Cordoba Minerals Corp. (TSXV: CDB) (OTCQB: CDBMF) (otherwise "Cordoba" or the "Company") announces today that all resolutions were overwhelmingly approved by Cordoba shareholders ("Shareholders") at its special meeting held on September 15, 2025, as follows:

To pass a special resolution of Shareholders to approve 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"), involving the disposition of all or substantially all of the undertaking of the Company, in accordance with Section 301 of the Business Corporations Act (British Columbia) (the "BCBCA"), the full text of which is set forth on Schedule "B" in the management information circular of the Company dated August 11, 2025 (the "Circular").

Voting results for the Transaction resolution

• 100.00% of the votes cast by Shareholders present in person or represented by proxy at the Meeting, exceeding the required two-thirds (66^2/3%) majority; and
• 100.00% of the votes cast by Shareholders, excluding those required to be excluded under the policies of the TSX Venture Exchange, exceeding the required simple majority.

To pass a special resolution of Shareholders to approve the proposed plan of arrangement under the BCBCA, in connection with a cash distribution to Shareholders (the "Distribution"), under which Cordoba will make a cash distribution to Shareholders, the full text of which is set forth on Schedule "C" in the Circular.

Voting results for the Distribution resolution

• 99.99% of the votes cast by Shareholders present in person or represented by proxy at the Meeting, exceeding the required two-thirds (66^2/3%) majority; and
• 99.99% of the votes cast by Shareholders, excluding those required to be excluded under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, present in person or represented by proxy at the Meeting, exceeding the required simple majority.

"We appreciate the strong support of our shareholders in approving the Transaction and Distribution," said Sarah Armstrong-Montoya, President & CEO. "This decision enables us to sharpen our focus on our Perseverance Project where we are well-positioned to advance our key exploration opportunities to continue to build long-term value."

Transaction Next Steps

The closing of the Transaction is anticipated to take place in the fourth quarter of 2025, upon the satisfaction of all conditions to the completion of the Transaction, including the receipt of approval of the Environmental Impact Assessment ("EIA") for the Alacrán Project by Colombia's Autoridad Nacional de Licencias Ambientales ("ANLA"), and the final approval of the TSX Venture Exchange ("TSXV").

About Cordoba

Cordoba Minerals Corp. is a mineral exploration company focused on the exploration, development and acquisition of copper and gold projects. 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

Information Contact

comms@cordobaminerals.com
(604) 689-8765

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, and ANLA approval of the EIA. 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 Alacrán 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 TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accept responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/266534

FAQ

What did Cordoba Minerals (CDBMF) shareholders approve in the September 2025 special meeting?

Shareholders approved two major resolutions: the sale of the company's 50% stake in the Alacrán Project and other Colombian assets (100% approval), and a cash distribution plan to shareholders (99.99% approval).

When will Cordoba Minerals complete the sale of its Colombian assets?

The transaction is expected to close in the fourth quarter of 2025, pending Environmental Impact Assessment approval from Colombia's ANLA and final TSXV approval.

What is the strategic impact of the asset sale for Cordoba Minerals?

The transaction will allow Cordoba to focus on developing its Perseverance Project, streamlining its portfolio by divesting Colombian assets to build long-term value.

How will Cordoba Minerals distribute the proceeds from the Colombian asset sale?

The company will distribute cash to shareholders through an approved plan of arrangement under the Business Corporations Act of British Columbia.

What regulatory approvals does Cordoba Minerals need to close the Colombian asset sale?

The company needs approval of the Environmental Impact Assessment (EIA) from Colombia's ANLA and final approval from the TSX Venture Exchange (TSXV).