JCHX to Acquire 50% of Cordoba’s Alacran Project Stake for a
Total Cash Consideration of US$100 Million

VANCOUVER, CANADA – Sarah Armstrong-Montoya, President and Chief Executive Officer of Cordoba Minerals Corp. (TSXV:CDB; OTCQB:CDBMF) (“Cordoba” or the “Company”), announced today that Cordoba and JCHX Mining Management Co., Ltd. (“JCHX”) have agreed to a strategic arrangement for the joint-development of the company’s flagship Alacran Project in Colombia.

Key terms of the milestone agreements signed on December 7, 2022:

JCHX – through a wholly owned subsidiary, will purchase a 50% ownership interest in CMH Colombia S.A.S. (“CMH”), a company existing under the laws of Colombia for an aggregate consideration of US$100 million (approximately C$136 million).
CMH will own 100% of the Alacran Project and henceforth, be the joint venture vehicle for Cordoba and JCHX in this strategic project level partnership.
JCHX will satisfy the purchase price of US$100 million as follows:

At closing of the transaction, US$40 million will be payable in cash and is expected to occur before the end of Q1 2023.
A second installment of US$40 million is payable in cash upon completion of a Cordoba board approved Feasibility Study of the Alacran Project, and the submission of the Environmental Impact Assessment (“EIA”) to the relevant Colombian Government authority.
A third and final installment of US$20 million is payable in cash once the approval of the EIA is obtained, which must be within two years of the transaction’s closing date. Should the EIA not be approved by the second anniversary of the closing date, JCHX will have the option to elect not to complete this third and final installment, which will result in JCHX being diluted to 40% and Cordoba increasing to a majority 60% shareholding in CMH.
JCHX will advance a bridge loan of US$10 million in cash to Cordoba, which is expected to be funded prior to the end of December 2022, following the signing of the milestone agreements and conditional upon JCHX shareholder approval. Upon closing of the transaction, the entire balance owing under the bridge loan and accrued interest will be applied towards the first installment payment as a payment in kind.
Closing of this transaction is subject to (among other customary conditions):
FOR CORDOBA: Approval from the TSXV and approval of shareholders (excluding JCHX and Ivanhoe Electric Inc.).
FOR JCHX: Approval from the Board of Directors, shareholders, China’s State Administration of Foreign Exchange, and Beijing Municipal Bureau of Commerce.
The bridge loan comes into effect immediately upon execution of the Bridge Loan Agreement, with the advance occurring immediately after approval from the JCHX board and shareholders, and is expected to be by the end of December 2022. The remainder of the transaction agreements do not become effective until JCHX obtains shareholder approval, which is expected to be completed in mid-January 2023.
Relationship with JCHX

Cordoba first publicized an initial strategic relationship with JCHX on November 18, 2019, announcing a C$11 million investment by JCHX in Cordoba for a 19.9% stake. This notable transaction successfully closed on January 17, 2020, which marked the commencement of JCHX’s partnership with Cordoba. Immediately following this investment, the Company welcomed Dr. Peng Huaisheng, President of JCHX Group Co., Ltd. (“JCHX Group”) to the Cordoba board.

“With JCHX’s continual unwavering confidence in Cordoba, it comes with no surprise when the time came for the Alacran Project to find a partner, we conclusively arrived at JCHX.” commented Ms. Sarah Armstrong-Montoya, President and CEO of Cordoba.

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