Chilean Cobalt (COBA) expands San Juan mining concessions in Chile

Rhea-AI Filing Summary

Chilean Cobalt Corp., through its wholly owned subsidiary Baltum Mineria SpA, signed and closed a definitive purchase agreement on September 12, 2025 to acquire 3,742 hectares of exploitation-level mining concessions in the San Juan mining district in Chile from Cobalt Chile SpA, an unrelated party. The consideration includes $101,833,291 Chilean pesos in cash and 4.5 million shares of the company’s restricted common stock. After this transaction, the company’s total owned mining concessions increase to 6,377 hectares, advancing its goal of consolidating the district. The 4.5 million-share issuance will represent 9.37% of post-transaction common stock and is subject to a multi-year lockup that permits only 1.5 million cumulative shares to be sold under exemptions in each successive year until the third anniversary, with any remaining shares then saleable under an appropriate exemption.

Insights

Mining and capital markets analyst

Chilean Cobalt trades equity and cash to expand its Chile mining footprint.

Chilean Cobalt Corp. is acquiring 3,742 hectares of exploitation-level concessions in Chile’s San Juan district for $101,833,291 Chilean pesos plus 4.5 million restricted common shares. This lifts its total concessions to 6,377 hectares, and the company expects the new ground to be an extension or analog of its existing geology, which may support longer-term resource development.

The equity component will amount to 9.37% of post-transaction common stock, creating moderate dilution for existing holders. However, the shares are restricted and subject to a lockup that limits sales to 1.5 million cumulative shares per year for three successive years after the transaction, with remaining shares saleable after the third anniversary under an exemption. This structure may temper immediate secondary selling pressure, though actual effects will depend on future holder decisions and operational progress on the enlarged land package.

8-K Event Classification

5 items: 1.01, 2.01, 3.02, 7.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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Accepted by SEC EDGAR 09/15/2025 - 02:54 PM Learn about SEC filing dates

FAQ

What mining assets did Chilean Cobalt Corp. (COBA) acquire in Chile?

The company, via Baltum Mineria SpA, acquired 3,742 hectares of exploitation-level mining concessions in the San Juan mining district in Chile from Cobalt Chile SpA, an unrelated party.

How much did Chilean Cobalt Corp. pay for the new mining concessions?

The consideration for the concessions was $101,833,291 Chilean pesos in cash plus 4.5 million shares of the company’s restricted common stock.

How does this acquisition change Chilean Cobalt Corp.’s total land position?

Following the acquisition, Chilean Cobalt Corp.’s total owned mining concessions increase to 6,377 hectares, furthering its goal of consolidating the San Juan district.

What dilution results from the Chilean Cobalt Corp. share issuance for this deal?

The issuance of 4.5 million common shares for the transaction will represent 9.37% of the company’s post-transaction common stock ownership.

Are the new Chilean Cobalt Corp. shares issued for the concessions immediately tradable?

No. The 4.5 million common shares are restricted and subject to a lockup allowing only 1.5 million cumulative shares to be sold each successive year after the transaction through the third anniversary, with remaining shares then saleable under an appropriate exemption.

What is the expected geology of the newly acquired concessions for Chilean Cobalt Corp.?

The company states that the geological composition of the new concessions is expected to be an extension of and/or an analog to its already held mining concessions in the San Juan district.

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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 12, 2025

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.

Purchase Agreement for the Acquisition of Mining Concessions

On September 12, 2025, Baltum Mineria SpA (“Baltum”), the wholly-owned subsidiary of Chilean Cobalt Corp. (the “Company” and its subsidiaries) signed a definitive mining concession purchase agreement (the “Agreement”, including Annex 1) for the acquisition of 3,742 hectares of exploitation-level mining concessions in the San Juan mining district in Chile from Cobalt Chile SpA, an unrelated party, as further outlined in item 2.01 that follows. The purchase consideration was cash in the amount of $101,833,291 Chilean Pesos along with 4.5 million shares of the Company’s restricted common stock.

The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, for which a form of the agreement signed is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

Acquisition of Mining Concessions

On September 12, 2025, Baltum acquired 3,742 hectares of exploitation-level mining concessions in the San Juan mining district in Chile from Cobalt Chile SpA, an unrelated party, as outlined in Item 1.01 earlier. The majority of the mining concessions are located north of the Company’s existing mining concessions, however, a portion of them lie adjacent to the Company’s existing mining concessions. The geological composition of the new mining concessions is expected to be an extension of and/or an analog to the Company’s already held mining concessions. The acquisition brings the Company’s overall owned mining concessions to 6,377 hectares and is a major step towards the Company’s overall goal of consolidating the district.

Item 3.02 Unregistered Sales of Equity Securities.

Issuance of Company Common Stock in Lieu of Cash

As of September 12, 2025 or as soon thereafter as practicable, the Company will issue 4.5 million shares of its common stock in conjunction with the acquisition of mining concessions by Baltum as outlined in Item 1.01 and Item 2.01 earlier. The issuance will equate to 9.37% of the Company’s post-transaction common stock ownership. Per the terms of the issuance agreement, the issued stock is restricted and subject to a “lockup” whereby only 1.5 million cumulative shares of the stock may be sold under a valid securities law exemption in each successive year after the transaction, through to the third anniversary of the transaction, at which time any remaining shares held from the issuance may be sold under an appropriate exemption from securities laws.

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Item 7.01 Regulation FD Disclosure.

On September 15, 2025 the Company issued a press release regarding Baltum’s acquisition of mining concessions from Cobalt Chile SpA along with other Company news.  The press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference.

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 Mining Concession Purchase Agreement, Cobalt Chile SpA to Baltum Mineria SpA and Annex 1 Issuance Agreement, Dated as of 12 September 2025 (furnished herewith).
99.1		Chilean Cobalt Corp. September 15, 2025 press release (furnished herewith).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

† Includes management contracts and compensation plans and arrangements

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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 15, 2025	By:	/s/ Duncan T. Blount
	Name:	Duncan T. Blount
	Title:	Chief Executive Officer

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