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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):
September 4, 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. |
To the extent required by
this Item 1.01, the information contained in Item 3.02 below is incorporated herein by reference.
| Item 3.02 |
Unregistered Sales of Equity Securities. |
On September 4, 2026, the
Company entered into a stock purchase agreement with an investor, pursuant to which such investor purchased an aggregate of 750,000 shares
of the Company’s Common Stock, par value $0.0001, at a price of $2.00 per share (the “Shares”) for an aggregate purchase
price of $1,500,000.00 (such agreements, the “Stock Purchase Agreements”).
The
issuance of shares of the Company’s Common Stock as disclosed in this Item 3.02 were made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder.
The
foregoing description of the Stock Purchase Agreements does not purport to be complete and is qualified in its entirety by reference to
the Form of Securities Purchase Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
On September 9, 2026, the
Company issued a press release announcing both its completion of tranche 2 of the earn-in and option agreement with NeoRe SpA and follow-on
private sales of equity securities consisting of $1,500,000 in gross proceeds related to Madesal SpA (together with its subsidiaries,
“Madesal”) and as referenced in more detail under Item 3.02 of this Form 8-K. Madesal was an investor in the Company prior
to this round of funding. The gross proceeds from these security sales are expected to be used to pursue additional district consolidation
opportunities and exploration, support early ESG-related work, and for general corporate and working capital purposes.
The
information contained in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section,
and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit
Number
|
|
Description |
| 10.1 |
|
Form of Securities Purchase Agreement. |
| |
|
|
| 99.1 |
|
Press release issued by Chilean Cobalt Corp. on September 9, 2026. |
| |
|
|
| 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: September 9, 2026 |
By: |
/s/ Duncan T. Blount |
| |
Name: |
Duncan T. Blount |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
CHILEAN COBALT CORP. COMPLETES PHASE 2 AT NEORE
RARE EARTH PROJECT,
ADVANCES PROPOSED ACQUISITION, AND SECURES $1.5 MILLION STRATEGIC INVESTMENT
BERWYN, PA – (September 9, 2026) – Chilean
Cobalt Corp. (OTCQB: COBA) (“Chilean Cobalt” or the “Company”) is pleased to announce the successful completion
of the Phase 2 (Tranche 2) work program under its Binding Earn-In and Option Agreement with NeoRe SpA (“NeoRe”) for the NeoRe
Rare Earth Project (the “Project”) in southern Chile. Following completion of the Phase 1 and Phase 2 work programs, Chilean
Cobalt and NeoRe will now advance into Phase 3 (Tranche 3), consisting of the negotiation, finalization, and execution of a definitive
acquisition agreement.
The Phase 1 and Phase 2 work programs included exploration
and drilling, geological data collection and modeling, assessment of mineral continuity, metallurgical testing, engineering, and economic
evaluation. Collectively, these programs resulted in the development of a scoping-level Mineral Resource Estimate (“MRE”)
and a scoping-level Preliminary Economic Assessment (“PEA”) for the Project.
Completion of Phase 1 resulted in Chilean Cobalt earning
an irrevocable option to receive a 1% net smelter royalty (“NSR”) on future Project production. With the completion of Phase
2, the Company has earned an additional 1% NSR royalty, bringing its total NSR royalty interest in the Project to 2%. If Chilean Cobalt
elects to proceed with the acquisition and the transaction closes, the 2% NSR royalties will be extinguished and will not be registered,
leaving the Project unencumbered by them.
Together, these programs have provided an increasingly
detailed understanding of the Project’s geology, metallurgy, potential development configuration, and economics, while supporting
NeoRe’s continued development towards modular production. This effort covers work completed on approximately 15% of NeoRe’s
total exploration portfolio, which covers over 20,000 hectares of the broader district.
Under the Binding Earn-In and Option Agreement, completion
of Phase 2 enables Chilean Cobalt to elect to proceed to Phase 3. During Phase 3, the parties intend to negotiate, finalize, and execute
a definitive agreement governing the proposed acquisition of 100% of NeoRe. The existing agreement contemplates consideration of 6,000,000
Chilean Cobalt common shares for 100% ownership of NeoRe, including related intellectual property and data, subject to the terms and conditions
of the definitive agreement.
In parallel with the completion of Phase 2 and continuation
into Phase 3, Madesal SpA (“Madesal”), the controlling shareholder of NeoRe and one of Chilean Cobalt’s largest shareholders,
has made a follow-on strategic investment of USD $1.5 million into Chilean Cobalt. The investment further aligns the interests of Chilean
Cobalt, NeoRe, and Madesal as the parties work to advance the Project towards production and to develop an integrated Chile-U.S. supply
chain for strategically important rare earth elements (“REEs”). Madesal was already a significant strategic shareholder of
Chilean Cobalt, having participated alongside Glencore in previous investments announced in December 2025 and May 2026.
NeoRe continues to advance exploration, pilot-scale
processing, engineering, and permitting activities in parallel with the transaction process. As of September 2026, NeoRe had completed
approximately 2,500 meters of drilling across over 250 drillholes year-to-date and collected over 1,700 surface samples. Recent exploration
activities have included continued drilling and geological planning in support of the first Modular Extraction Plant (“MEP-1”).
Pilot plant operations also continue to develop. NeoRe
has processed approximately 500 kilograms of ionic clays cumulatively through its pilot program, with the current Batch 9 campaign completing
two 30-kilogram desorption stages and impurity removal and advancing through REE carbonate precipitation.
Engineering and development activities for MEP-1 are
progressing in parallel. NeoRe has progressed technical specifications for critical equipment, supplier engagement, logistics planning,
and operational readiness activities. Permitting work remains focused on critical-path approvals required for MEP-1 construction. NeoRe
is currently targeting early 2027 for first mixed rare earth carbonate (“MREC”) production from MEP-1, subject to permitting,
construction, financing, commissioning, and other development requirements.
NeoRe’s development strategy contemplates a
staged modular ramp-up designed to align capital deployment with resource development, operating performance, and market demand. Current
planning anticipates reaching an annualized production run-rate of approximately 50 tonnes of MREC during 2027, followed by an increase
to an annualized run-rate of approximately 300 tonnes during 2028, and ultimately 500 to 1,000 tonnes annually through the deployment
of additional modular capacity. This approach is intended to provide a scalable pathway from initial production to larger operations,
while incorporating operating and metallurgical data generated during each phase to inform ongoing expansion.
Chilean Cobalt and NeoRe also continue to engage with
prospective strategic processing, offtake, and downstream partners in the United States. Multiple batches of NeoRe MREC have been provided
to prospective strategic partners for analysis and evaluation, supporting ongoing discussions regarding future processing and offtake
arrangements. These activities form part of the parties’ broader strategy to establish a secure Chile-U.S. supply chain for critical
REEs. Importantly, heavy REEs, including yttrium, dysprosium, and terbium, account for nearly 30% of the NeoRe REE basket by volume, while
the light magnetic REEs, neodymium and praseodymium, account for an additional nearly 25%.
“Completion of Phase 2 represents another major
milestone in our relationship with NeoRe and reflects the substantial technical progress achieved since we began the earn-in program in
February 2026,” said Duncan T. Blount, Chairman and CEO of Chilean Cobalt. “With the scoping-level MRE and PEA completed,
pilot-scale processing demonstrated, and engineering and permitting continuing to progress, we believe we have established a strong foundation
for moving into Phase 3 and working towards a definitive agreement. Madesal’s additional investment further demonstrates the strong
alignment among the parties and our shared commitment to developing NeoRe and building a broader critical minerals platform connecting
Chile and the United States.”
“The completion of Phase 2 is an important step
in moving NeoRe from technical validation towards development and production,” said Arturo Albornoz, CEO of NeoRe. “Our modular
strategy is designed to provide a scalable development pathway, allowing us to target first MREC production in early 2027 and expand capacity
as our resource base, processing capabilities, and downstream strategic partner relationships grow. With exploration, pilot processing,
engineering, and permitting all moving in parallel, we are focused on execution while continuing to work with Chilean Cobalt to develop
long-term processing and offtake relationships in the United States.”
The parties will continue Phase 3 discussions while
NeoRe progresses ongoing exploration in Chile and in the United States, as well as engineering, permitting, procurement, metallurgical
optimization, and strategic partner engagement in support of its targeted 2027 production schedule.
Any definitive acquisition agreement, if completed,
will include customary conditions precedent, termination rights, and a jointly developed sustainability and community engagement framework,
consistent with Chilean regulatory requirements and industry best practices.
This press release does not constitute an offer or
sale of, or the solicitation of an offer to buy, securities of the Company nor shall there be any sale of any securities in any state
or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
About Chilean Cobalt Corp.
Chilean Cobalt Corp. is a US-based critical minerals
exploration and development company focused on the La Cobaltera / El Cofre cobalt-copper project in the historic San Juan mining district,
one of the world’s few primary cobalt districts. Chilean Cobalt is committed to creating ecological and social value for all stakeholders;
economic value for Chile and the Chilean communities in which it operates; and financial value for its shareholders.
Safe Harbor Statement
This news release contains statements that involve
expectations, plans or intentions (such as those relating to future business or financial results) and other factors discussed from time
to time in the Company’s Securities and Exchange Commission filings. These statements are forward-looking and are subject to risks and
uncertainties, so actual results may vary materially. You can identify these forward-looking statements by words such as “may,”
“should,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” “plan”
and other similar expressions. Examples of forward-looking statements, include, among others, statements the Company makes regarding its
ability to achieve a definitive agreement under the option to acquire the Project, ability to incorporate any acquired claims into its
next phase of exploration, ability of the Project to successfully accelerate the exploration work program, including the prospect of production
from MEP-1 during the first half of 2027 and achieve 2027 and 2028 production targets, ability to incorporate potential complimentary
exploration opportunities in the United States into the project scope, ability to establish “Proven” or “Probable”
Reserves, as defined by the SEC under Item 1300 of Regulation S-K (Subpart 229.1300), through the completion of a Definitive Feasibility
Study for the minerals that the Company seeks to produce and the inherent risks of mining, exploration, development, and processing operations
that may negatively impact the business. Our actual results could differ materially from those anticipated in these forward-looking statements
as a result of certain factors not within the control of the Company. The Company cautions readers not to place undue reliance on any
such forward-looking statements, which speak only as of the date made. The Company disclaims any obligation subsequently to revise any
forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated
or unanticipated events.
CONTACTS:
Chilean Cobalt Corp.
Duncan T. Blount
Chairman & CEO
Duncan.Blount@chileancobaltcorp.com
