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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.
| 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
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 |
