UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE
ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For
the month of October, 2025
Commission File Number: 001-42170
Collective Mining Ltd.
(Translation of registrant’s
name into English)
82 Richmond Street East, 4th Floor
Toronto, Ontario
Canada, M5C 1P1
(Address of principal executive
office)
Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form
40-F ☒
Explanatory Note
On October 3, 2025, Collective
Mining Ltd. (“the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with
BMO Nesbitt Burns Inc. “BMO”) and Scotia Capital Inc. (together with BMO, the “Lead Underwriters”) and as lead
managers and joint bookrunners, along with Clarus Securities Inc., Canaccord Genuity Corp., Roth Canada, Inc., and Ventum Financial Corp.
(together with the Lead Underwriters, the “Canadian Underwriters”) and Jett Capital Advisors, LLC (the “Non-Canadian
Underwriter” and together with the Canadian Underwriters, the “Underwriters”), to purchase, on a bought deal basis,
6,600,000 common shares of the Company (the “Offered Shares”) at the price of Cdn $19.00 per Offered Share (the “CS
Issue Price”) for aggregate gross proceeds of approximately Cdn$125,400,000 million (the “Offering”). The Offering
was made by way of a prospectus supplement of the Company dated October 3, 2025 (the “Prospectus Supplement”) to the Company’s
existing Canadian short form base shelf prospectus dated December 4, 2023 (the “Base Shelf Prospectus, and together with the Prospectus
Supplement, the “Prospectus”). The Prospectus Supplement was filed with the securities commissions or similar authorities
in each of the provinces and territories of Canada, other than Quebec and Nunavut. A portion of the Offered Shares may be issued in the
United States to “accredited investors” as defined in Rule 501(a) of Regulation D of the United States Securities Act of
1933, as amended.
In addition, the Company
has granted the Underwriters an over-allotment option (the “Over-Allotment Option”) exercisable, in whole or in part, in
the sole discretion of the Underwriters, to purchase up to an additional 990,000 Offered Shares at the CS Issue Price, for a period
of 30 days from and including the closing date of the Offering, which is expected to take place on or about October 8, 2025, subject
to receipt of all regulatory approvals, for additional aggregate proceeds to the Company of Cdn $18,810,000 million (assuming the
full exercise of the Over-Allotment Option).
The Company intends to complete
a concurrent non-brokered private placement of 789,473 of its common shares (the “Common Shares”) at a price of $19.00 per
Common Share for gross proceeds of $14,999,987 (the “Concurrent Private Placement”). The Concurrent Private Placement will
be to Agnico Eagle Mines Ltd., which has a contractual participation right in equity offerings of the Company. The Concurrent Private
Placement will be done through a separate transaction that is not qualified by the Prospectus and is expected to close concurrent with
the Offering on or about October 8, 2025, subject to receipt of all regulatory approvals.
The Company intends to use
the net proceeds of the Offering to fund ongoing work programs to advance the Guayabales Project, to pursue other exploration and development
opportunities, and for working capital and general corporate purposes.
The Prospectus and Underwriting
Agreement are attached hereto as exhibits and are being provided for informational purposes only.
In accordance with General
Instruction B of Form 6-K, the Exhibit Information shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific reference in such filing.
EXHIBIT INDEX
| EXHIBIT NO. |
|
DESCRIPTION |
| 99.1 |
|
Prospectus Supplement dated October 3, 2025, together with the Base Shelf Prospectus dated December 4, 2023.
|
| 99.2 |
|
Underwriting Agreement by and among the Company and the Underwriters, dated October 3, 2025. |
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| |
Collective Mining Ltd. |
| Date: October 6, 2025 |
|
|
| |
By: |
/s/ Paul Begin |
| |
Name: |
Paul Begin |
| |
Title: |
Chief Financial Officer and Corporate Secretary |
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