On May 8, 2025, Cordoba entered into a framework agreement to sell its remaining 50% interest in the Alacrán Project to JCHX Mining Management Co., Ltd ("JCHX"), through the divestment of Cordoba's wholly owned Colombian subsidiaries, Minerales Cordoba S.A.S. and Exploradora Cordoba S.A.S.

On February 10, 2026, Cordoba and JCHX agreed to amend various terms of the agreement. The purchase price was increased to $128.0 million in cash and paid in a lump sum on closing of the transaction. In addition, certain conditions to closing were waived including the approval of the Environmental Impact Assessment for the Alacrán project. The transaction closed on March 5, 2026.

Net proceeds from the divestment, after settling outstanding liabilities and amounts held for future corporate activities, were distributed to shareholders of Cordoba. On March 25, 2026, Cordoba distributed $40.1 million in cash to non-controlling shareholders of Cordoba.

On the closing date, the carrying value of net assets and non-controlling interest associated with the divested subsidiaries were derecognized, and the cumulative currency translation adjustments previously recognized in other comprehensive income was recognized as profit or loss.


Gross proceeds received on closing	$	128,000
Less: transaction costs	(2,465)
Net proceeds	125,535
Net assets of disposed subsidiaries	(538)
Reclassification of historical currency translation	(274)
Gain on divestment of Alacrán	$	124,723

The carrying amount of net assets related to the disposed of subsidiaries on the closing date were as follows:


Assets	March 5, 2026
Cash	$	731
Prepaid expenses and deposits	815
Exploration properties	13,608
Property, plant and equipment	2,455
Liabilities
Accounts payable and accrued liabilities	(3,285)
Due to related parties	(4,074)
Lease liability	(1,065)
Deferred income taxes	(4,751)
Net carrying amount	4,434
Non-controlling interest	(3,896)
Net assets attributable to common shareholders	$	538

On April 27, 2026, the Company sold its interest in the Pinaya Gold-Copper Project to Panam Copper Corp., (“Panam Copper”), for $11.0 million in consideration, consisting of:

(i) $8.0 million in cash, of which $1.5 million was paid on closing, and the remainder is payable in installments of $1.5 million after six months, $2.5 million after one year and $2.5 million after eighteen months;

(ii) $3.0 million in Panam Copper shares, with a deemed value per share using the 10-day volume weighted average price immediately prior to the issuance date or financing price for the initial issuance, with $1.5 million issuable on the date of Panam Copper’s listing on a recognized exchange and $1.5 million issuable 12 months thereafter; and,

(iii) the grant at closing of a one percent net smelter return royalty on all minerals produced from the Pinaya Gold-Copper Project. Panam Copper may repurchase 50% of the royalty for $1.0 million prior to the commencement of commercial production.