Filed Pursuant to Rule 424(b)(3)
Registration No. 333-268335
Prospectus Supplement No. 36
to Prospectus dated February 3, 2023
CHILEAN COBALT CORP.
39,000,000 Shares of Common Stock
$1.33 per Share
This prospectus supplement
No. 36 amends and supplements the prospectus dated February 3, 2023, which forms a part of our Registration Statement on Form S-1 (Registration
Statement No. 333-268335) (the “Registration Statement”) and prospectus supplement No. 1 filed on March 24, 2023, prospectus
supplement No. 2 filed on May 8, 2023, prospectus supplement No. 3 filed on May 15, 2023, prospectus supplement No. 4 filed on July 6,
2023, prospectus supplement No. 5 filed on July 12, 2023, prospectus supplement No. 6 filed on August 14, 2023, prospectus supplement
No. 7 filed on September 27, 2023, prospectus supplement No. 8 filed on November 9, 2023, prospectus supplement No. 9 filed on February
7, 2024, prospectus supplement No. 10 filed on April 1, 2024, prospectus supplement No. 11 filed on May 8, 2024, prospectus supplement
No. 12 filed on May 20, 2024, prospectus supplement No. 13 filed on June 14, 2024, prospectus supplement No. 14 filed on August 19, 2024,
prospectus supplement No. 15 filed on November 14, 2024, prospectus supplement No. 16 filed on January 3, 2025, prospectus supplement
No. 17 filed on February 27, 2025, prospectus supplement No. 18 filed on April 2, 2025, prospectus supplement No. 19 filed on May 15,
2025, prospectus supplement No. 20 filed on July 24, 2025, prospectus supplement No. 21 filed on July 29, 2025, prospectus supplement
No. 22 filed on August 14, 2025, prospectus supplement No. 23 filed on September 3, 2025, prospectus supplement No. 24 filed on September
15, 2025, prospectus supplement No. 25 filed on November 17, 2025, prospectus supplement No. 26 filed on December 2, 2025, prospectus
supplement No. 27 filed on January 5, 2026, prospectus supplement No. 28 filed on March 20, 2026, prospectus supplement No. 29 filed
on March 31, 2026, prospectus supplement No. 30 filed on May 20, 2026, prospectus supplement No. 31 filed on May 21, 2026, prospectus
supplement No. 32 filed on July 22, 2026, prospectus supplement No. 33 filed on August 13, 2026, prospectus supplement No. 34 filed on
August 14, 2026 and prospectus supplement No. 35 filed on September 9, 2026 (collectively, the “Supplements”) relating to
the resale of up to 39,000,000 shares of common stock of Chilean Cobalt Corp. (the “Company,” “C3,” “we,”
“our” and “us”) by the selling stockholders named in the prospectus. The foregoing prospectus, the Supplements
and this prospectus supplement No. 36 are collectively referred to as the “prospectus.” Please keep this prospectus supplement
with your prospectus for future reference.
This prospectus supplement
incorporates into the prospectus the attached Current Report on Form 8-K, filed with the Securities and Exchange Commission (“SEC”)
on November 3, 2026.
This prospectus supplement
is not complete without the prospectus, including any supplements and amendments thereto. This prospectus supplement should be read in
conjunction with the prospectus which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference
to the prospectus, except to the extent that the information in this prospectus supplement updates or supersedes the information contained
in the prospectus, including any supplements and amendments thereto.
Investing in our common
stock should be considered speculative and involves a high degree of risk, including the risk of losing your entire investment. See “Risk
Factors” section of the prospectus to read about the risks you should consider before buying shares of our common stock.
Neither the SEC nor any
state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
Capitalized terms contained
in this prospectus supplement have the same meanings as in the prospectus unless otherwise stated herein.
The date of this prospectus supplement is November
3, 2026
Index of SEC Filings
The following report listed below is filed as a part of this prospectus
supplement No. 36.
| Appendix No. |
|
Description |
| |
|
|
| Appendix 1 |
|
Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 3, 2026. |
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
October 28, 2026
CHILEAN COBALT CORP.
(Exact name of registrant as specified in its charter)
| Nevada |
|
333-268335 |
|
82-3590294 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification Number) |
1199 Lancaster Ave, Suite 107
Berwyn, Pennsylvania 19312
(Address of principal executive offices)
(484) 580-8697
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions.
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name
of each exchange on which registered |
| None. |
|
|
|
|
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 |
Entry into a Material Definitive Agreement. |
On October 28, 2026 (the “Signing
Date”), the Company entered into a definitive option agreement (the “Option”) with counter-parties to acquire approximately
1,381 hectares of exploitation-level mining concessions and approximately 2,900 hectares of exploration-level mining concessions in the
San Juan mining district in northern Chile. Under the terms of the Option, the Company paid $300,000 upon signing to extend all future
installment payments and the effective date (“Effective Date”) of the Option by approximately 60 days. In order to fully exercise
the Option and acquire title to the mining concessions, the Company will pay $1,500,000 by no later than December 30, 2026, with the payment
of this installment defined as the Effective Date of the Option, another $6,000,000 by no later than April 29, 2027, but with a right
to buy up to two 30-day extensions on that payment at a cost of $150,000 per month, another $10,000,000 by no later than December 30,
2027, and another $10,000,000 by no later than December 30, 2028. Upon exercise of the Option, the counter-parties receive an overall
1.5% NSR royalty, valid for 99 years from the date of first commercial production. The Company may purchase back half (0.75% of the 1.5%)
of the NSR royalty by paying $10,000,000 to the counter-parties within three years from the date of first commercial production. The Company
also has a right of first refusal on the initial sales of any NSR royalty share by each of the NSR royalty beneficiaries, with the exception
of those to other NSR royalty beneficiaries or generally to any familial related parties. The Option is executory in nature and any failure
to pay installments when due is completely at the discretion of the Company and does not create any further liability or obligation, other
than the forfeiture of all previous monies paid, including the $500,000 advance paid at the time of signing a term sheet (the “Terms
of Reference”) and the $300,000 paid at the time of signing the Option, along with forfeiture of the ability to exercise the underlying
Option. At the Effective Date and in conjunction with the required installment payment, the Company will reimburse the counter-parties
for mining concession patent fees paid for the period from the date of the Terms of Reference to the March 1, 2027 renewal date and will
be responsible for future patent fees on the mining concession, along with security and maintenance on the properties, unless the Option
is forfeited. From the Effective Date until the acquisition (the “Option Period”), the Company will pay the counter-parties
a monthly lease for the mining concessions of $25,000 per month, unless and up to the point at which the Option is forfeited prior to
acquisition. Any tangible production achieved on the mining concessions during the Option Period requires the Company to pay the counter-parties
20% of the net sales value of such production after deducting for direct costs for producing and selling the products. Should the Company
sell all or any portion of the mining concessions acquired, it must pay counter-parties 5% of the incremental value compared to a defined
reference value for the acquisition of the mining concessions for the 30 years following the acquisition date.
The exhibit for the Option
is not provided as part of this filing, as a certified English translation of the option agreement is not yet available. It will be provided
as an exhibit to the Company’s next periodic report from when the Company receives the translated version of the agreement.
On October 29, 2026, the Company
entered into amendment number one (“Amendment 1”, see exhibit 10.1 for form of the signed amendment) to the Amended Earn-in
and Option Agreement, dated May 4, 2026, with NeoRe SpA (“NeoRe”), related to the NeoRe Rare Earth Project (the “NeoRe
Project”). Both Amendment 1 and the May 4, 2026 agreements continue in force, but any conflicts between the terms in those two documents
gives precedence to the terms in Amendment 1. Amendment 1 formally confirms the completion of tranches 1 and 2, extends the term of the
tranche 3 option (“NeoRe Option”), and provides additional clarity surrounding operation and control of the project and status
of future funds committed to the NeoRe Project. Under Amendment 1, the decision to proceed toward exercise of the NeoRe Option must be
elected by notice from the Company to NeoRe by no later than March 31, 2027. Upon notice to NeoRe, the two parties move toward the final
negotiation and execution of a definitive agreement for the acquisition of the NeoRe Project over a 120-day period, extendable at the
discretion of Company by written notice to NeoRe for another 60 days and with the potential to extend further upon mutual agreement of
the parties. Tranches 1 and 2 resulted in $1,460,712 in committed funds and Amendment 1 clarifies that during tranche 3, any additional
monies committed up to a $2,104,000 funding cap (approximately $643,288 in excess of the tranche 1 and tranche 2 NSR royalty payments)
are considered earn-in expenditures and are non-refundable, whereas, any additional monies committed beyond the funding cap are considered
interest-free advances and are refundable in the event the NeoRe Option is not exercised or no definitive agreement is reached for an
acquisition of the NeoRe Project. As indicated in the Amended Earn-in and Option Agreement, dated May 4, 2026, the definitive agreement
terms for project acquisition will require forfeiture of the earned 2% NSR royalty and issuance of 6,000,000 restricted common shares
of the Company (“Consideration Shares”), with the potential for 2,000,000 restricted common shares of the Company subsequently
issued as a bonus (“Bonus Shares”) for certain production and timing incentives related to the NeoRe Project. Half of the
Consideration Shares are locked up for a minimum of 1 year from the acquisition closing and the remaining Consideration Shares and the
Bonus Shares, if applicable, are locked up for a minimum of 2 years from the acquisition closing.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit
Number
|
|
Description |
| 10.1 |
|
Form of Amendment No. 1, To Amended Binding Earn-in
and Option Agreement - Neore Rare Earth Project in Southern Chile. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 hereunto
duly authorized.
| |
CHILEAN COBALT CORP |
| |
|
| Dated: November 3, 2026 |
By: |
/s/ Duncan T. Blount |
| |
Name: |
Duncan T. Blount |
| |
Title: |
Chief Executive Officer |
Exhibit 10.1
29 October 2026
AMENDMENT NO. 1
TO AMENDED BINDING EARN-IN AND OPTION AGREEMENT
– NEORE RARE EARTH PROJECT IN SOUTHERN CHILE
This Amendment No. 1 (this “Amendment”)
is entered into as of the date of the last signature below (the “Amendment Effective Date”) by and between Chilean
Cobalt Corp., a US-based and US-listed company (“Chilean Cobalt”), and NeoRe SpA, a Chilean company (“NeoRe”).
Chilean Cobalt and NeoRe are referred to collectively as the “Parties.”
RECITALS
| A. | The Parties entered into a Letter of Intent dated 7 November 2025 (the “LOI”) and an
Amended Binding Earn-In and Option Agreement dated 4 May 2026 (the “Agreement”). Capitalized terms used but not defined
in this Amendment have the meanings given to them in the Agreement. |
| B. | Tranche 1 and Tranche 2 have been completed, as publicly announced by Chilean Cobalt with NeoRe’s
consent on 14 July 2026 for Tranche 1 and 9 September 2026 for Tranche 2. |
| C. | The Parties wish to extend the option period, confirm how the Project is operated and funded, set the
NSR terms, and agree to prepare a restated agreement. |
The Parties therefore agree as follows:
1.OPTION PERIOD AND CLOSING
OF TRANCHE 3
| 1.1 | The Parties confirm that the Work Program Extension was agreed and took effect on 7 August 2026, and that
the Agreement has remained in full force and effect since that date. |
| 1.2 | The exclusive due diligence and option period under the section of the Agreement titled “Option
Period and Extension” is further extended to and including 31 March 2027 (the “Option Expiry Date”). Chilean
Cobalt may deliver written notice electing to proceed toward the conclusion of Tranche 3 and draft the Definitive Agreement (an “Election
Notice”) at any time on or before the Option Expiry Date. The Parties may agree in writing to extend it further. |
| 1.3 | If Chilean Cobalt does not deliver an Election Notice on or before the Option Expiry Date, its option
to acquire the Project lapses. Its rights in respect of the NSR under Section 2 and to repayment of Project Advances under Section 4 survive. |
| 1.4 | Definitive Agreement. Within one hundred twenty (120) days after delivery of an Election Notice,
the Parties shall negotiate in good faith and sign the Definitive Agreement on the commercial terms set out in the Agreement. Chilean
Cobalt may extend this period by up to sixty (60) days by written notice to NeoRe, and the Parties may agree in writing to extend it further.
Closing occurs as provided in the Definitive Agreement. |
| 1.5 | If no Definitive Agreement is signed. The Parties expect to agree and sign the Definitive Agreement
within the period under Section 1.4 and shall work together cooperatively to do so. If the Definitive Agreement has not been signed within
that period, Chilean Cobalt may, by written notice to NeoRe, either: |
(a) withdraw its Election
Notice and terminate the Agreement, in which case Chilean Cobalt keeps its rights in respect of the NSR under Section 2, and all Project
Advances become repayable under Section 4.2(b); or
(b) pursue any right
or remedy available to it under the Agreement, this Amendment or applicable law, including dispute resolution under the Agreement and
specific performance, to complete the acquisition of the Project on the commercial terms set out in the Agreement.
2.COMPLETION OF TRANCHES
1 AND 2; NSR TERMS
| 2.1 | The Parties confirm that Tranche 1 and Tranche 2 have been completed and that Chilean Cobalt has earned
an irrevocable option to receive a total 2% net smelter return royalty (the “NSR”) on all future production from the
Project (1% for Tranche 1 and a further 1% for Tranche 2). |
| 2.2 | The NSR shall be on standard commercial terms customary for net smelter return royalties on mining projects
in Chile, including that: |
| (a) | it is calculated on the gross proceeds from the sale or other disposition of all minerals and mineral
products produced from the Project, less only customary deductions for smelting, refining, transportation, insurance and related penalties
and charges; |
| (b) | it is paid quarterly, with a statement of calculation, and Chilean Cobalt has customary audit and information
rights; |
| (c) | it applies to all Project Properties, including any additional or replacement property interests that
become part of the Project; and |
| (d) | it runs with the Project Properties and binds NeoRe’s successors and assigns and any future holder
of any interest in the Project. |
| 2.3 | If Chilean Cobalt’s option to acquire the Project lapses, or the Agreement ends for any reason other
than closing of Tranche 3, Chilean Cobalt may require NeoRe to grant the NSR. NeoRe shall, within thirty (30) days after Chilean Cobalt’s
request, execute a royalty agreement on the terms in Section 2.2 by public deed and do everything reasonably necessary to register the
NSR against the Project Properties in the applicable mining registry. On closing of Tranche 3, the NSR is extinguished and shall not be
registered. |
3.OPERATORSHIP AND CONTROL
OF THE PROJECT
| 3.1 | NeoRe is, and since the date of the LOI has been, the sole operator of the Project. NeoRe has sole authority
over, and sole responsibility for, the Project and all activities on it, including: |
| (a) | designing, approving, amending and executing all work programs and budgets; |
| (b) | selecting, engaging, directing and paying all contractors, consultants and personnel; |
| (c) | all exploration, drilling, sampling, metallurgical and engineering work; |
| (d) | all environmental, social, community and Indigenous engagement and all permitting; and |
| (e) | maintaining the mining concessions and other Project Properties. |
| 3.2 | NeoRe confirms that, since the date of the LOI, it has designed the exploration and drilling programs
for the Project, engaged all contractors, and made all operational decisions regarding the Project, and that Chilean Cobalt has not directed
any of those activities. |
| 3.3 | References in the LOI or the Agreement to Chilean Cobalt designing, executing or approving the Work Program,
and references to work programs being jointly or mutually approved, are amended to mean only that: (a) Chilean Cobalt provided funding
for work programs designed and executed by NeoRe; and (b) Chilean Cobalt determined, solely to confirm whether it had earned the NSR,
whether the applicable earn-in expenditures or milestones had been satisfied. None of those references gives Chilean Cobalt any right
to direct, approve, veto or modify any Project activity, work program, budget or contract. |
| 3.4 | Site visits, technical committee meetings, progress reports, data sharing, and independent technical review
by Chilean Cobalt’s experts are for information and verification only. Any technical or steering committee is advisory. Chilean
Cobalt has no vote, veto or approval right in any such committee, and NeoRe is not required to follow any recommendation made in it. |
| 3.5 | This Section 3 does not reduce NeoRe’s reporting, access and ESG obligations under the Agreement,
or Chilean Cobalt’s rights under Section 5. |
| 3.6 | NeoRe is responsible for conducting all Project activities in compliance with applicable law and good
international industry practice, and for its contractors, consultants and personnel. Nothing in the Agreement or this Amendment creates
a partnership, joint venture or agency relationship between the Parties, and Chilean Cobalt is not the operator of the Project or the
employer or principal of any person engaged by NeoRe. |
4.TREATMENT OF CHILEAN
COBALT FUNDING
| 4.1 | Earn-In Expenditures. All amounts funded by Chilean Cobalt toward the Project from the date of
the LOI through 28 October 2026, totaling approximately USD $[2,044,000] (the “Earn-In Cap”), are earn-in expenditures
(“Earn-In Expenditures”). Earn-In Expenditures consist of approximately USD $[851,000] for Tranche 1, USD $[550,000]
for Tranche 2, and USD $[643,000] funded after completion of Tranche 2. Earn-In Expenditures are consideration for the rights granted
to Chilean Cobalt under the Agreement, are not repayable, and create no other right or obligation. |
| 4.2 | Project Advances. Any amount funded by Chilean Cobalt toward the Project in excess of the Earn-In
Cap is an advance to NeoRe (a “Project Advance”). Project Advances do not bear interest and: |
| (a) | on closing of Tranche 3, are deemed satisfied in full, without any adjustment to the Tranche 3 consideration;
and |
| (b) | if the Agreement terminates, or the option lapses, without closing of Tranche 3, are repayable by NeoRe
within nine (9) months after termination or lapse. |
| 4.3 | Funding at Chilean Cobalt’s discretion. Chilean Cobalt has no further obligation to fund
the Project. Any decision to fund is a financing decision only and gives Chilean Cobalt no say over how NeoRe uses the funds or runs the
Project. NeoRe may fund the Project itself at any time. At Chilean Cobalt’s request, NeoRe will provide quarterly financial information
on the use of Chilean Cobalt’s funds, and any other financial information Chilean Cobalt reasonably needs for its public reporting. |
5.PROJECT PROTECTION AND
EXCLUSIVITY
| 5.1 | No disposal of the Project. Until Tranche 3 closes or the Agreement ends, NeoRe shall not, without
Chilean Cobalt’s prior written consent: |
| (a) | sell, transfer or option any interest in the Project; |
| (b) | mortgage, pledge or otherwise encumber the Project; |
| (c) | grant any royalty, stream or other right to Project production; or |
| (d) | abandon or surrender all or substantially all of the Project Properties. |
Nothing in this Section
5.1 or the Agreement restricts NeoRe from converting, relinquishing or allowing to lapse individual Project Properties in the ordinary
course of its exploration program.
| 5.2 | Exclusivity. Until the Option Expiry Date or, if Chilean Cobalt has delivered an Election Notice,
until Tranche 3 closes or the agreement ends, NeoRe shall not, without Chilean Cobalt’s prior written consent, solicit, negotiate
or agree with any third party on any transaction described in Section 5.1. |
6.AMENDED AND RESTATED
AGREEMENT
The Parties will negotiate
in good faith, aiming to sign by [31 December 2026], a restated agreement that combines the LOI, the Agreement and this Amendment into
one document, including the closing mechanics for Tranche 3 and any Chilean registrations needed to record Chilean Cobalt’s option
and protect the Project Properties. Until then, the Agreement as amended by this Amendment governs.
7.LOCK-UP OF CONSIDERATION
SHARES
The Consideration
Shares and any Bonus Shares are subject to the lock-up set out in the LOI: 3,000,000 of the Consideration Shares (50%) become eligible
for sale after the first anniversary of closing of Tranche 3, and the remaining Consideration Shares and any Bonus Shares become eligible
for sale after the second anniversary of closing, in each case subject to applicable securities laws and the customary requirements of
Chilean Cobalt’s transfer agent and legal counsel.
8.GENERAL
| 8.1 | Except as amended by this Amendment, the Agreement remains in full force and effect. If this Amendment
conflicts with the Agreement or the LOI, this Amendment governs. |
| 8.2 | The sections of the Agreement titled “Confidentiality & Announcements,” “Governing
Law & Dispute Resolution” and “Assignment” apply to this Amendment. Either Party may disclose this Amendment to
its auditors and professional advisors. |
| 8.3 | This Amendment may be executed in counterparts and by electronic signature, each of which is an original
and all of which together are one instrument. |
| 8.4 | Designation and Transfer to Affiliates. Chilean Cobalt may, at any time and without NeoRe’s consent,
by written notice to NeoRe: |
(a) designate any
of its affiliates, including any Chilean subsidiary, to receive the NSR and be named as royalty holder in the royalty agreement under
Section 2.3, or to acquire the Project on closing of Tranche 3; and
(b) assign or transfer
to any such affiliate all or part of its rights under the Agreement and this Amendment, including the NSR, the option to acquire the Project,
and its rights to repayment of Project Advances.
NeoRe shall take all
actions reasonably necessary to give effect to any such designation or transfer. If Chilean Cobalt designates an affiliate to acquire
the Project, Chilean Cobalt may elect to treat the Consideration Shares and any Bonus Shares as issued on behalf of, and as consideration
paid by, that affiliate, and NeoRe shall treat them the same way. Chilean Cobalt shall cause those shares to be issued as required by
the Agreement.
Signed by the Parties on the dates below.
|
For Chilean Cobalt Corp.:
___________________________
Name: Duncan T. Blount
Title: Chairman & CEO
Date: ______________________
|
For NeoRe SpA:
___________________________
Name: Fernando Domingo Saenz Poch
Title: Board Member
Date: ______________________
___________________________
Name: Arturo Albornoz Wegertseder
Title: CEO
Date: ______________________ |
