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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):
March 2, 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.
On March 2, 2026, the Company
amended the binding earn-in and option agreement with NeoRe SpA (together with its subsidiaries, “NeoRe”) (reference is made
to the interim report on Form 8-K, filed on January 14, 2026). The amendment did not impact the financial provisions and material terms
of the original agreement, but served to better define the subject properties that comprise the project and provide a baseline listing
of those properties. At the time of this filing, there are 6,300 hectares across twenty-one (21) mining concessions, that constitute the
subject properties.
On March 6, 2026, Chilean Cobalt
Corp. (the “Company”) issued a press release announcing progress made under the terms of the binding earn-in and option agreement
with NeoRe. 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 |
| 99.1 |
|
Press release issued by Chilean Cobalt Corp. on March 6, 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: March 6, 2026 |
By: |
/s/ Duncan T. Blount |
| |
Name: |
Duncan T. Blount |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
CHILEAN COBALT CORP.
EXPANDS DISTRICT LAND POSITION AND
ACCELERATES DRILLING AND DEVELOPMENT AT NEORE RARE EARTH PROJECT
BERWYN, PA – (March 6, 2026) – Chilean
Cobalt Corp. (OTCQB: COBA) (“Chilean Cobalt” or the “Company”) is pleased to provide an update on recent progress
at the NeoRe Rare Earth Project (the “Project”) in southern Chile, highlighting expanded exploration activity, district-scale
land consolidation, and the launch of an accelerated development program designed to advance resource validation and technical definition.
This follows commencement of the earn-in work program previously announced on February 11, 2026.
During January and February 2026, NeoRe SpA (“NeoRe”),
the Chilean project owner and operator, initiated full on-site exploration activities and mobilized its core geology and exploration team,
transitioning the Project into the execution phase. Drilling conducted year-to-date has reached approximately 192 meters, with preliminary
intercepts returning rare earth concentrations of up to 1,060 ppm Total Rare Earth Elements (“TREE”), with several surface
samples exceeding 800 ppm.
In parallel, NeoRe has expanded the project’s
land position through the filing of seven new concessions, adding approximately 2,100 hectares to the Project area. Exploration activities
have also identified more than 20 additional prospective targets within the broader mineral district. Under NeoRe’s conditional
filing strategy, surface samples reporting attractive grades of Total Rare Earth Oxides (“TREO”) may support further concession
filings, with the potential to expand the exploration footprint during the balance of 2026. These activities reflect NeoRe’s broader
strategy of advancing the Project on a district-scale basis, while systematically evaluating multiple prospective zones across the region.
“Our objective at NeoRe is not only to advance
individual exploration targets, but to define and develop a new rare earth district in southern Chile,” said Arturo Albornoz, Chief
Executive Officer of NeoRe, “Through systematic exploration, strategic land consolidation, and collaboration with leading technical
and academic partners, we are working to unlock the region’s potential and position Chile as a meaningful future contributor to
the global supply of critical minerals.”
Chilean Cobalt and NeoRe have also initiated an accelerated
work program designed to bring forward key activities across exploration, technical validation, and project definition. The accelerated
structure is intended to advance the completion of Tranche 1 activities by July 2026 and support earlier evaluation of potential development
scenarios.
As part of this initiative, NeoRe is preparing to
expand its drilling campaign through the deployment of two parallel drilling crews, operating under a growing technical and operating
team across exploration and geology, metallurgy, project management, ESG and sustainability, and governance areas. The program is designed
to accelerate resource validation, define higher-grade zones, and evaluate multiple potential mineralized areas suitable for future modular
development.
In addition to exploration activities, NeoRe has initiated
conceptual engineering for its proposed modular processing strategy, including the design of a crushing and milling circuit, intended
to standardize mineral feed and support metallurgical testing and permitting preparation. An analytical campaign involving more than 100
samples is also underway, under an active partnership with the University of Concepción to refine the project’s grade model
and metallurgical baseline. This work is also supported by NeoRe’s recent award by CORFO, Chile’s Economic Development Agency.
“We are encouraged by the early exploration
results and the rapid progress achieved since the start of field operations,” said Duncan T. Blount, Chairman and Chief Executive
Officer of Chilean Cobalt. “The accelerated work program reflects our confidence in the project’s potential, even at this
early stage, and our commitment to advancing NeoRe through disciplined exploration and technical validation, while continuing to evaluate
strategic pathways for downstream processing and market integration with partners in the United States.”
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 cobalt-copper project in northern Chile, 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, ability to establish "Proven"
or "Probable" Reserves, as defined by the SEC under Industry Guide 7, 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
