Cordoba Minerals Corp. Announces Amended Agreement to Sell Remaining Interest in Alacrán Project
Cordoba Minerals Corp. (TSX Venture Exchange: CDB; OTCQB: CDBMF) announced that it has entered into a new amendment to its previously disclosed definitive framework agreement with Veritas Resources AG and a consortium of mining investors led by JCHX Mining Management Co., Ltd. The amendment modifies several key provisions of the sale of the company’s remaining 50 % interest in the Alacrán Project, a copper‑gold exploration venture located in Colombia, as well as related exploration assets and certain accounts receivable.
Key Terms of the Amendment
| Item | Original Term | Amended Term |
|---|---|---|
| Closing payment | US$ 88 million in cash | US$ 128 million in cash paid as a lump‑sum on closing |
| Closing date | Not specified | No later than March 10, 2026 |
| Conditions to closing | Required approval of the Environmental Impact Assessment by Colombia’s Autoridad Nacional de Licencias Ambientales | Waived |
| Consortium structure | Multiple members | Reduced number of members; new formal approval of JCHX shareholders required by March 10, 2026 |
| Bridge loan | None | US$ 2 million loan from an affiliate of JCHX, bearing 10 % simple interest for the first six months, increasing to 12 % thereafter, payable 36 months after disbursement or on demand post‑closing |
| Distribution to shareholders | Net proceeds from the first US$ 88 million of the closing cash payment, after liabilities, with US$ 5 million retained for corporate purposes | Increased cash distribution following closing; the specific amount has not been disclosed but is expected to be higher than the previous arrangement |
The amendment also clarifies that the transaction is a related‑party transaction under MI 61‑101, the Multilateral Instrument protecting minority shareholders in special transactions. Because Cordoba is listed on the TSX Venture Exchange, it is exempt from obtaining a formal valuation and minority approval for this transaction.
Implications for Cordoba’s Shareholders
Cordoba’s market capitalization stands at CAD 114.9 million, with a closing price of CAD 1.24 on February 10, 2026. The company’s 52‑week high and low are CAD 1.25 and CAD 0.26, respectively, and its price‑earnings ratio is negative at –5.76. The amended agreement is expected to deliver a significant cash inflow of US$ 128 million to the company, which, after settling outstanding liabilities, will be distributed to shareholders. The increased payment represents a 45 % uplift over the originally announced US$ 88 million, underscoring the strong demand for Cordoba’s remaining interest in the Alacrán Project.
Bridge Loan and Project Continuity
The US$ 2 million bridge loan from JCHX’s affiliate is intended to maintain the development of the Alacrán Project and support Cordoba’s general corporate purposes while the parties finalize the transaction. The loan’s terms—interest rates of 10 % for the first six months and 12 % thereafter—are typical of short‑term financing arrangements in the mining sector. The loan’s maturity is set at 36 months from disbursement, but it may be called upon at any time after closing, providing flexibility for both parties.
Closing Outlook
Cordoba’s amended agreement sets March 10, 2026, as the latest expected closing date, with a “no later than” provision that allows the transaction to conclude earlier if conditions are met. The transaction remains subject to final approval by the TSX Venture Exchange, but the company’s management indicates that all regulatory and shareholder requirements have been addressed.
The sale of the remaining stake in the Alacrán Project marks a pivotal moment in Cordoba Minerals Corp.’s strategy to monetize its exploration assets while providing liquidity to its shareholders. Investors will likely monitor the progression toward closing closely, as the outcome will directly influence the company’s capital structure and future project pipeline.
