Filed 2026-03-31 · Period ending 2025-12-31 · 69,293 words · SEC EDGAR
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# Chilean Cobalt Corp. (COBA) — 10-K **Filed:** 2026-03-31 **Period ending:** 2025-12-31 **Accession:** 0001683168-26-002522 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1727255/000168316826002522/) **Origin leaf:** 5bf01e6b6fde3de5aba6add8f88de2c67d191a6dd5ed8910b57ebae3d673995e **Words:** 69,293 --- **Table of Contents UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **Washington D.C. 20549** **FORM 10-K** | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | **For the fiscal year ended December 31, 2025** | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | **For the transition period from ______ to _____** **Commission File Number 333-268335** **CHILEAN COBALT CORP.** (Exact Name of Registrant as Specified in its Charter) | Nevada | | 82-3590294 | | | (State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) | | | | | | | | 1199 Lancaster Ave, Suite 107 Berwyn, Pennsylvania | | 19312 | | | (Address of Principal Executive Offices) | | (Zip Code) | | **(484) 580-8697** (Registrants Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: | Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered | | | N/A | | N/A | | N/A | | Securities registered pursuant to Section 12(g) of the Act: | Title of each class | | | N/A | | Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. | Large accelerated filer | | Accelerated filer | | | | Non-accelerated filer | | Smaller reporting company | | | | 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. Indicate by check mark whether the registrant has filed a report on an attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No As of June 30, 2025, the last business day of the registrants most recently completed second fiscal quarter, there were 23,388,039 shares of common stock, $0.0001 value per share, outstanding that were held by non-affiliates. The aggregate market value of the common stock held by non-affiliates of the registrant, based on the last reported sale price of the registrants common stock on the OTCQB on June 30, 2025, which was $0.70 per share, was $16,371,627. There were 56,409,930 shares of the registrants common stock, $0.0001 par value per share, outstanding as of March 31, 2026. **Documents Incorporated by Reference** None | | | | | **CHILEAN COBALT CORP.** **Contents** | | Page | | | | | | | Cautionary Statement Regarding Forward-Looking Statements | ii | | | | | | | Part I | | | | | | | | Item 1. | Business | 1 | | | Item 1A. | Risk Factors | 37 | | | Item 1B. | Unresolved Staff Comments | 67 | | | Item 1C. | Cybersecurity | 67 | | | Item 2. | Properties | 68 | | | Item 3. | Legal Proceedings | 68 | | | Item 4. | Mine Safety Disclosures | 68 | | | | | | | | Part II | | | | | | | | Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 69 | | | Item 6. | Reserved | 71 | | | Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 71 | | | Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 79 | | | Item 8. | Financial Statements and Supplementary Data | 80 | | | Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 81 | | | Item 9A. | Controls and Procedures | 81 | | | Item 9B. | Other Information | 82 | | | Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 82 | | | | | | | | Part III | | | | | | | | Item 10. | Directors, Executive Officers and Corporate Governance | 83 | | | Item 11. | Executive Compensation | 89 | | | Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 97 | | | Item 13. | Certain Relationships and Related Transactions, and Director Independence | 99 | | | Item 14. | Principal Accounting Fees and Services | 100 | | | Item 15. | Exhibits, Financial Statement Schedules | 101 | | | Item 16. | Form 10-K Summary | 102 | | | | Signatures | 103 | | **** | | i | | | **** **** **CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS** This Annual Report on Form 10-K and the documents incorporated herein by reference contain forward-looking statements. Such forward-looking statements are based on current expectations, estimates and projections about Chilean Cobalt Corp.s industry, management beliefs, and assumptions made by management. Words such as anticipates, expects, intends, plans, believes, seeks, estimates, variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict; therefore, actual results and outcomes may differ materially from what is expressed or forecasted in any such forward-looking statements. Although we believe the expectations reflected in our forward-looking statements are based upon reasonable assumptions, it is not possible to foresee or identify all factors that could have a material effect on the future financial performance of the Company. The forward-looking statements in this Annual Report on Form 10-K are made on the basis of managements assumptions and analyses, as of the time the statements are made, in light of their experience and perception of historical conditions, expected future developments and other factors believed to be appropriate under the circumstances. Except as otherwise required by the federal securities laws, we disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained in this Annual Report on Form 10-K and the information incorporated by reference in this Annual Report on Form 10-K to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based. **** **** | | ii | | | **** **PART I** **ITEM 1. BUSINESS** In this Annual Report on Form 10-K, unless the context indicates otherwise, Chilean Cobalt, the Company, we, our, ours or us refer to Chilean Cobalt Corp., a Nevada corporation, and its sole subsidiary, Baltum Mineria SpA, Baltum. **Our Company** **** We are a critical minerals exploration and development company focused on the La Cobaltera and El Cofre cobalt-copper projects, located in the San Juan District in northern Chile, one of the worlds few known primary cobalt districts. We have a deliberate focus on building a dynamic and sustainable business with an emphasis on applying leading environmental stewardship, social engagement, and corporate governance practices to its strategy. La Cobaltera and El Cofre are a district-scale opportunity across Chilean Cobalts 6,377 hectares of 100% owned and unencumbered mining property situated in the San Juan District in northern Chile (Atacama Region III), a historic mining district with numerous past-producing mines and excellent infrastructure and accessibility. The project includes copper oxide and cobalt-copper oxide and sulphide resources with evidence of gold at depth across several known exploration and development targets district-wide. Cobalt demand has been driven by the growth of its use in high performance metal alloy products for industrial and defense applications, as well as in lithium-ion batteries for portable electronic devices (tablets, phones) and electric vehicles (EVs). Copper demand continues to be driven by the growth in all manner of electrification as copper is a staple in nearly all things electric. Our wholly-owned subsidiary Baltum Mineria SpA (Baltum) has acquired 6,377 hectares of fully exploitable mining concessions in northern Chiles Atacama region in the San Juan District and is pursuing other opportunities to further consolidate mining rights in the district. The San Juan mining district, which includes the La Cobaltera and El Cofre areas, has been identified by CORFO, the Chilean governmental agency responsible for the countrys economic development, as likely containing the highest quality cobalt assets in Chile. Chile is the leading copper-producing country in the world with the La Cobaltera and El Cofre areas historically supporting the existence of established and high-quality copper assets. The site is strategically located near robust mining infrastructure, including roads, electricity, water, and ports. Our principal business activities since incorporation have been the assessment, acquisition and consolidation of mining concessions; the exploration of the potential cobalt-copper resources within the concessions, including geophysics, geochemistry, drilling, IP surveys and AI pilot studies; developing an accelerated phased implementation plan to generate revenue as quickly as possible; establishing off-take and downstream refining relationships; developing and advancing our ESG strategy; building our board, management team, and governance systems; and raising capital. Our commercial priorities are to have funding lined up to allow for timely development, when appropriate, and to put in place the necessary downstream processing relationships. Related to funding for development, efforts include a potential debt-related package of up to $317,400,000 pursuant to a June 4, 2024, and further extended, non-binding letter of interest we received from the Export-Import Bank of the United States. Whereas, related to the downstream processing objectives, we envision a three-way strategic partnership between the Company, Glencore and US Strategic Metals (USSM) to establish an Americas-centric cobalt and copper supply chain, connecting Chilean Cobalts La Cobaltera and El Cofre cobalt-copper projects in Chile with USSMs integrated critical minerals processing site in Missouri, USA - which may include development of a dedicated processing line for our concentrate at USSMs site. Our partnership with USSM and Glencore is expected to strengthen US critical minerals supply chains while providing a sustainable and traceable source of raw materials for the growing domestic lithium-ion battery manufacturing capacity and high-performance metal alloy markets. On September 6, 2024, and then extended on September 5, 2025, we put in place a non-binding LOI with USSM to process and refine cobalt and copper concentrate we expect to produce. Refined outputs from USSM are expected to be used in cobalt metal, battery chemical intermediate products, and/or other products critical for the production of advanced materials and energy technologies. We are working with USSM to define final terms and conditions for downstream processing. In addition, on November 11, 2025, we signed a Deed of Undertaking with a subsidiary of Glencore plc (Glencore) whereby Glencore has been granted a right of first and last refusal to purchase cobalt and copper product from the La Cobaltera and El Cofre projects, which it expects to ship to the United States or U.S. Free Trade Agreement countries. Chilean Cobalt is participating in a research and development (R&D) project awarded through CORFO to evaluate the technical and environmental feasibility of recovering cobalt and copper from legacy waste piles at the La Cobaltera site. The project is funded through a $3,000,000 grant from Albermarle Limitada, the industry sponsor of the CORFO R&D project-selection process. This project remains in the research and evaluation stage and does not involve operational activities or changes to the our current permitting requirements. Our support equates to approximately 21% of the overall consortium-required support contribution of $950,000 toward the project. The other key participants in the consortium of project sponsors are Universidad Andres Belo, through its Center for Systems Biotechnology, Pucobre (SSE: PUCOBRE), a Chilean copper mining company listed on the Santiago Stock Exchange, and ENAMI, Chiles state-owned mining company. | | 1 | | | We remain aware of and are investigating other critical minerals opportunities particularly in Chile. On January 8, 2026, we entered into a binding earn-in and option agreement with NeoRe SpA, a privately-held Chilean company to acquire approximately 6,300 hectares of mining concessions (the Properties) within the coastal belt region near Concepcion Chile with an ionic adsorption clay-style rare earth elements system enriched with yttrium, neodymium, dysprosium and terbium elements critical to defense and advanced manufacturing supply chains. While contributing to the project, Chilean Cobalt earns credit toward a net smelter return (NSR) royalty, with percentage depending on the extent of the contribution and the progress of the project. After the project achieves certain developmental milestones, we would then have an option to acquire the Properties through the relinquishment of the NSR royalty and payment of equity-based consideration. We are committed to building a mature, transparent, and continuously improving ESG framework that supports responsible development and long-term value creation. Responsible-sourcing and ESG-assurance frameworks such as IRMA and Digbee increasingly shape the expectations of downstream customers, investors, and supply-chain partners. In 2025, the Board approved the adoption of the Digbee and IRMA ESG frameworks, and we completed our first independent Digbee ESG assessment in July 2025. We continue to strengthen our governance and ESG systems, including the Boards adoption in principle of a new governance framework in March 2026, which is intended to support enhanced oversight, disclosure readiness, and our consideration of an uplisting to a national securities exchange in 2026. We have not generated revenues to date. Our limited operations have included the formation of our Company and our wholly-owned subsidiary Baltum, oversight of cobalt exploration activities, business development activities and sustainability framework development activities. These limited operations have been funded by capital raised through the issuance of our common stock, preferred stock, and debt. From December 4, 2017 through March 31, 2026, we raised a total of $34,145,547 from accredited investors through the issuance of our common stock, preferred stock, and debt, net of $247,500 of direct and incremental costs of equity raising. This total does not include the $56,272 of stock-based compensation inferred by the issuance of 216,429 shares for the retainer for services provided by Collingwood Capital Partners AG at $0.26 per share on March 19, 2024, the $1,890,000 of stock-based expenditures inferred by the issuance of 4,500,000 shares for 3,742 hectares of full exploitation mining concessions acquired from Cobalt Chile SpA at $0.42 per share on September 12, 2025 or any other non-cash amounts for other stock-based compensation, dividends paid-in-kind or similar. We have limited business operations and have achieved losses since inception. We have been issued a going concern opinion from our auditors as a result of not generating sufficient business to date. Our monthly burn rate, the amount of expenses we expect to incur on a monthly basis, is approximately $404,000 for a total of $4,848,000 for the following 12 months. We have relied and will continue to rely on capital raised from third parties to fund operations during the upcoming 12 months and we have plans to potentially raise $20,000,000 or more in 2026, potentially as part of an uplisting to a national securities exchange. We expect to be able to further our acquisition and exploration plans, if we are successful in raising the anticipated working capital. However, there can be no assurance that we will be successful in securing additional capital, timely or at all, and if we are able to if there will be favorable terms. At this time, we have not submitted an application to any national securities exchange, and do not have a definitive timeline for doing so. Any decision to pursue such a listing would be subject to, among other factors, our ability to satisfy applicable listing requirements, market conditions, and any necessary authorizations by our board of directors. There can be no assurance that we will pursue or complete an uplisting to a national securities exchange, and if we do pursue an uplisting, if it will be timely or successful. In order to complete our plan of operations, which entails proving out feasibility, commencing production and generating saleable product, we estimate that approximately $400 million in funds will be required. For the years ended December 31, 2025 and 2024, we generated no revenues and reported net losses of $3,263,140 and $882,574, respectively, however, $1,882,082 of the 2025 loss was related to a one-time, non-cash charge for impairment of mining concessions, and negative cash flow from operating activities of $1,146,473 and $718,275, respectively. Our management has concluded that our historical recurring losses from operations and negative cash flows from operations as well as our dependence on securing private equity and other financings raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit reports for the fiscal years ended December 31, 2025 and 2024. As noted in our audited financial statements included elsewhere in this Annual Report on Form 10-K, we had an accumulated stockholders deficit of approximately $36,645,952 and recurring losses from operations as of December 31, 2025. See Risk Factors - *We have a history of operating losses and our management has concluded that factors raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the fiscal years ended December 31, 2025 and 2024.* | | 2 | | | **Our Market Opportunity** Our market opportunity is driven by the dramatic growth in lithium-ion battery applications and greater electrification, as well as advanced superalloy markets. Over the past few decades, the development of lithium-ion battery technology has revolutionized the way the world powers devices, from smartphones and tablets to electric vehicles and grid-level energy storage solutions. From initial development in the 1980s, lithium-ion battery technology has rapidly advanced due to high energy density, long lifespan, and ability to efficiently recharge. As global demand continues to increase for portable electronic devices, electric vehicles (EVs) and other forms of transportation, and other renewable energy solutions, these batteries have become important components in many products and industries. It is estimated that lithium-ion battery demand will grow by about 27% per year through 2030, and most of this growth will be driven by mobility outside of China. This rate of growth is significant, and affects many different raw materials. **Lithium-ion Battery Demand is Expected to Grow by about 27%** **Annually to Reach around 4,700 GWh by 2030** **** **** Source: McKinsey & Company, Battery 2030: Resilient, sustainable, and circular, January 16, 2023 Article, Exhibit 1 Of course, there are different chemistries for lithium-ion batteries, based on applications and consumer tastes and preferences. Due to cobalts ability to enhance the energy density, stability, and longevity of a lithium-ion battery, it is used in several specific battery chemistries. The addition of cobalt helps provide thermal stability for the structure of the battery cathode, which increases the batterys lifespan and avoids the risk of overheating and fires. Cobalt also contributes to greater energy density, which makes cobalt-containing batteries ideal for smaller, lighter applications such as smartphones, tablets, and electric vehicles. | | 3 | | | The current split of battery chemistries is divided almost evenly between cobalt-containing cathodes (NCM, nickel-cobalt-manganese; NCA, nickel-cobalt-aluminum; and LCO, lithium-cobalt oxide) and cathodes without cobalt (LFP, lithium-iron-phosphate). **** **** **** Source: The Cobalt Institute, 2025 Cobalts use in batteries has been reduced on average due to it being one of the single most expensive raw materials for manufacturing a lithium-ion battery, and due to the majority of cobalt being sourced from the Democratic Republic of the Congo (DRC), a jurisdiction that suffers from poor environmental standards and unsavory employment practices (including forced labor) at some cobalt mining operations. Despite these successful efforts to reduce cobalts use in various battery chemistries, the aggregate growth in demand has outpaced the drop in cobalt use per unit. Benchmark Mineral Intelligence estimates that cobalt usage in cathode chemistries from 2020 to 2026 is expected to decrease by 60%, but overall cobalt demand is expected to increase by 4x. | | 4 | | | **Cobalt Demand (tpa) vs Average Cobalt Density in Battery Cells (kg/kWH)** **** **** Source: Benchmark Mineral Intelligence, 2019 While this chart has not been updated recently, and the absolute figures are somewhat outdated, we believe it serves to illustrate an important dynamic. While cobalt intensity in an average EV battery has declined over time, the aggregate growth in demand has outpaced this thrifting, and is expected to continue. Due to this rapid growth, cobalt demand from the lithium-ion battery sector has outpaced demand from all other sectors, with battery demand (EV + portables) now making up over 70% of total annual cobalt demand. | | 5 | | | **Cobalt Demand by Sector (kt)** **** * Source: The Cobalt Institute, Cobalt Market Update Overview Q4 2025, by Benchmark Mineral Intelligence | | 6 | | | **Cobalt Demand (LHS) and Annual Growth (RHS) by Major End Use (kt)** Source: The Cobalt Institute, Cobalt Market Update Overview Q3 2025, by Benchmark Mineral Intelligence | | 7 | | | Similar to cobalt, the copper market presents another opportunity for Chilean Cobalt, although the copper market is much larger (nearly 10x larger), and with more diverse end markets. While there is some copper used in lithium-ion batteries in the form of copper foil, this is not a large driver of demand. Instead, electrification is the largest driver, with 37% of world copper demand being used in electrical grids, followed by construction and appliances both of which include copper wiring and coils that are used in electrical applications. **Copper Consumption by End Use** **** Source: RBC Capital Markets, 2025 | | 8 | | | One of the new sources of demand for copper, particularly for electrification and related infrastructure, is coming from the construction of data centers being built and planned to support greater development of artificial intelligence (AI) processing capacity. This segment of demand is expected to grow significantly, starting from very low levels, with potential to more than double before the end of the decade. **** **US Data Center Capacity Additions (gigawatts)** **** **** Source: Aterio, Goldman Sachs Global Investment Research, Goldman Sachs Commodities Research, December 18, 2025 **** **** **** **** | | 9 | | | **** **Our Planned Products** We are a primary cobalt and secondary copper resource exploration and development company with operations in northern Chile. Chile is the leading copper-producing country in the world. Additionally, we have an option to acquire and develop a project to produce rare earth elements through operations in south-central Chile. **Our Strengths** **** **Experienced, Proven Management Team** Our management team and partner network have extensive industry, process, financial, and sustainability expertise and a proven track record of analyzing, negotiating, structuring, financing, and progressing project development within the junior mining and exploration space. **** **Positive Jurisdiction for Investments** Our operations are located in Chile, a mining-friendly jurisdiction that has free trade agreements, economic association and cooperation agreements in place with many Western countries, including the US. We have fostered good industry and government relations. Chile has a longstanding mining history and it has very good infrastructure in terms of roads, water and electricity. **** **Quality of Primary Cobalt Project and Potential Producer of Cobalt outside of the DRC and Indonesia** Our management believes that we hold a potentially world-class, scarce mining project with a robust demand profile in a stable geopolitical and regulatory environment. Security and reliability of supply is critically important for EV battery and car manufacturers yet global cobalt supply is heavily concentrated in jurisdictions particularly the DRC and Indonesia -- that may pose elevated risks related to political instability, regulatory uncertainty, and government intervention in mineral markets. Downstream consumers may also face risks related to infrastructure constraints, labor disruptions, or changes in taxation or royalty regimes in these jurisdictions, as well as heightened scrutiny from customers, regulators, and civil-society organizations regarding responsible-sourcing practices, human-rights due diligence, and environmental impacts. These factors can increase the risk of supply interruptions, compliance costs, or reputational exposure for companies dependent on cobalt from the DRC or Indonesia. In contrast, sourcing from Chile may offer downstream customers a more stable geopolitical and regulatory environment, supported by established legal frameworks, transparent permitting systems, and lower exposure to abrupt policy changes or conflict-related disruptions. Chiles institutional stability and governance structures may reduce the risk of unanticipated supply interruptions relative to jurisdictions with higher political or regulatory volatility. As a result, customers seeking diversified, reliable, and responsibly-sourced cobalt supply may view Chilean production as a means of mitigating concentration risk associated with dependence on the DRC and Indonesia, where geopolitical dynamics, regulatory uncertainty, and infrastructure constraints can materially affect supply continuity. Only one primary cobalt mine operates globally (Bou Azzer mine in Morocco). Morocco is not even in the top 10 list for cobalt production by country. In 2024, 76% (220 kilotonnes) of global cobalt supply was sourced from the Democratic Republic of the Congo (DRC), according to the US Geological Survey (USGS). It is estimated that as much as one-fifth of the cobalt mined in the DRC comes from small-scale artisanal mines, many of which rely on forced labor. In 2025, the DRC government instituted a series of policies aimed at supporting cobalt prices and incentivizing investment in the domestic supply chain by restricting exports. This policy was first introduced as an outright export ban, which was later replaced by a strict quota system, which has already pushed the market into a deficit, according to the Cobalt Institute. In 2024, Indonesia was second in production with almost 28,000 tonnnes (10%). It is believed the production in Indonesia could potentially increase a further five-fold by 2030, but more concerning, the process used to extract cobalt is through high pressure acid leaching (HPAL), which has negative environmental repercussions for the island nation and its neighbors. Similar to the DRC, Indonesia has also instituted policies to restrict production, though their primary focus in on nickel, which has suffered from weak prices due to overproduction, largely from new projects in Indonesia. The new nickel ore quota system will limit the growth of nickel supplies, and will also limit the growth of cobalt supplies, as it is a byproduct of the primary nickel production. Historical mine operations and production data associated with the San Juan District in Chile lowers the risk that would be associated with a greenfield project and likely increases the speed of execution. The resource has the potential to be a Tier-1 asset, and the unique characteristics of the spatial layout of the resource allow for effective use of multiple mining techniques and processing technologies. **** **Low-Cost Provider, Extensive Process Technology and Know-How** Our operating team, including its outside consultants, is comprised of a host of professionals with decades of financial, geological, mining and corporate responsibility and sustainability experience and expertise. As we add to the overall La Cobaltera and El Cofre strategic plan, the scope of our services and materials will expand, providing opportunities to increase the pipeline. **** **** **** **** | | 10 | | | **** **Culture of Safety and Sustainability** Safety and sustainability are foundational to our business strategy and central to how we intend to develop and operate our projects. We are building a mature ESG framework grounded in continuous improvement, transparency, and responsible-sourcing expectations across the critical-minerals supply chain. We are designing and developing our ESG systems based on the Initiative for Responsible Mining Assurance (IRMA) and Digbee ESG frameworks, both of which were formally adopted by the Board in 2025. These frameworks provide clear definitions of responsible practice and independent mechanisms to evaluate performance against those expectations, helping reduce operational and reputational risk for downstream customers and investors. We believe that this commitment to responsible practices and credible ESG assurance will be an important differentiator for customers seeking reliable, transparent, and responsibly sourced cobalt and copper. **** **Governance Maturity and Transparency** **** We are developing a governance framework designed to support disciplined oversight, transparent decision-making, and long-term value creation. In 2026, the Board accepted in principle a new governance framework intended to strengthen Board-level oversight, clarify roles and responsibilities, and enhance disclosure readiness in anticipation of our consideration of an uplisting to a national securities exchange. The Board also delegated to Management the development of the management-level roles, processes, and documentation systems needed to operationalize the Framework, with the expectation that refined versions will be returned to the Board for review as we advance. Our governance systems are informed by recognized ESG-assurance frameworks, including IRMA and Digbee, which establish clear expectations for governance quality and provide independent verification of progress. By building governance maturity early in our development, we aim to reduce uncertainty for investors, improve the reliability of information used in financing and strategic decisions, and support a more stable and predictable operating environment as we advance toward development. Our Governance Framework is designed to build governance maturity from the outset, without the legacy constraints common in more established operators. The Framework aligns with internationally recognized expectations for responsible business conduct, including OECD due-diligence principles, UN guidance, and the responsible-sourcing and transparency requirements embedded in our offtake arrangement with Glencore. It is intentionally scalable, providing a structured roadmap for strengthening oversight, risk management, and disclosure as we advance toward development and potential uplisting. By integrating responsible-sourcing governance, independent oversight, and continuous-improvement mechanisms into a unified system, the Framework supports commercial credibility, reduces perceived risk for investors and partners, and enhances our readiness for future capital formation and participation in an Americas-based critical-minerals supply chain. **Management Experience** **** Our management team, including management advisory consultants, has extensive experience in financial asset management, energy materials and deal structuring. Specifically, we have significant experience in energy materials, from resource exploration and development through commercialization and closure. Duncan T. Blount,Board Chairperson and Chief Executive Officer of Chilean Cobalt*, is responsible for our leadership and all strategic aspects of the business. Mr. Blount has nearly 20 years of experience focused on global natural resources. Prior to Chilean Cobalt, Mr. Blount served as Chief Executive Officer and Director of Decklar Resources, Inc. (TSX-V:DKL), a Canadian-listed independent oil and gas company operating in Nigeria, including the producing Oza field (OML 11) and development of the Asaramatoru field (OML 11) and Emohua field (OML 22). Prior to its rebranding, Decklar Resources, Inc. operated as Asian Mineral Resources Ltd., developer, owner, and operator of the Ban Phuc nickel-copper-cobalt mine in northern Vietnam, the countrys first modern base metals mine and production facility. Before moving into corporate executive leadership, Mr. Blount spent a decade in investment management, specializing in natural resources in emerging markets. He held key roles at Redwheel (formerly RWC Partners Ltd.) and Everest Capital Ltd., where he managed analysis and portfolio strategies focused on commodities and natural resource assets. Mr. Blount also serves as a Non-Executive Director of American Tungsten Corp. (CSE:TUNG; OTCQB:TUNGF), which is advancing the past-producing IMA Mine Project in Idaho, and as a member of the Advisory Board of Ocean Minerals LLC, a private deep-ocean minerals exploration and development company advancing the Moana-1 polymetallic nodule project in the Cook Islands Exclusive Economic Zone. He holds an MBA from the Thunderbird School of Global Management in Glendale, Arizona and a BA in Language and World Trade from Samford University in Birmingham, Alabama. Jeremy McCann*Chief Operating Officer and Founder of Chilean Cobalt*, is also the Chief Operating Officer and a Founder of Genlith Inc., a venture holding company focused on new energy investments. Since 2017, he has been responsible for leading most U.S.-based operational aspects of our business. Prior to co-founding the Company, Jeremy served as Chief Operating Officer of Schooner Investment Group LLC from 2008-2017, a registered investment advisor to multiple mutual funds. He holds a B.S. in Finance from McGill University. | | 11 | | | Jim Van Horn,*Chief Financial Officer of Chilean Cobalt*, is responsible for all financial aspects of the business. Prior positions include Interim Chief Financial Officer and Chief Compliance Officer - Sigma for Mercer Global Advisors and Chief Financial Officer and Chief Compliance Officer for Sigma Investment Management Company. Jim received a post-baccalaureate certificate in Accounting from Portland State University in Portland, Oregon and graduated with a B.S. in Chemical Engineering from Oregon State University in Corvallis, Oregon. Jim has maintained his Certified Public Accounting license with the State Board of Accountancy for the State of Oregon since May 1999. Andy Sloop,*Chief Sustainability Officer and Director of Chilean Cobalt*, is responsible for our ESG strategy, sustainability policies, governance systems, and stakeholder engagement, and serves as Chair of the Boards Environmental, Social and Governance (ESG) Committee. He has served on the Board since October 2021 and as Chief Sustainability Officer since January 2025. In these roles, he led the Board-approved adoption of the Digbee and IRMA ESG frameworks in 2025, oversaw our first independent Digbee ESG assessment, and directed the development of our Governance and ESG Framework approved in principle by the Board in 2026. Prior to joining Chilean Cobalt, Mr. Sloop served for eight years as Global Director of Zero Waste & Circularity in Nikes Responsible Supply Chain organization, where he led global programs focused on manufacturing waste reduction, recycling, resource efficiency, and circular-economy initiatives across a complex, multinational supply chain. Earlier in his career, he held leadership roles at Metro, the regional government for the Portland, Oregon metropolitan area, overseeing waste-facility regulation, recycling-market development, green-building programs, toxics reduction, circular-economy initiatives, Extended Producer Responsibility (EPR), and greenhouse-gas mitigation. He also served as General Manager of a private recycling company operating under an EPR framework. Starting in 1997, Mr. Sloop spent seven and a half years in geographic information systems (GIS) and remote-sensing consulting, leading business development, solution definition, and project delivery across public-sector and corporate clients. This included working on some of the worlds first internet GIS and enterprise GIS applications and working for Space Imaging, a joint venture of Lockheed Martin and Raytheon that built and operated the Ikonos satellite, the worlds first commercial high-resolution earth imaging satellite. He began his career as a newspaper reporter and later served as assistant to the Environment & Energy Committee in the Oregon Legislature. Mr. Sloop holds a B.A. in Philosophy, Politics and Economics from Pomona College and an MBA/MPA from the Atkinson Graduate School of Management at Willamette University, and is certified as an ASQ Six Sigma Green Belt. Dr. Lawrence W. Snee,*Executive Vice President of Exploration of Chilean Cobalt*, is responsible for all exploration-related aspects of the business. He is a Certified Professional Geologist and Qualified Person with over 40 years of global experience as a specialist in field geology, mineral resources, petrology, geochemistry, isotope geology, structural geology, tectonics, economic geology, and the geology of world gemstone deposits. Prior positions include Dr. Snee previously served as Geological Director for John T. Boyd Company, Exploration Manager for Crest International Investments, and VP of Exploration and Executive Director for Central Asian Minerals and Resources. From 1974 2006, he was Research Scientist and Team Chief Scientist at the US Geological Survey (USGS), where he was a manager of over 100 scientists, technicians, and administrative personnel, including serving as the Chief Scientist for the National Cooperative Geologic Mapping Team in Lakewood, CO. Dr. Snee has over 300 publications covering a wide range of geologic subjects. He has done geological consulting in the U.S., Afghanistan, Tajikistan, Egypt, Chile, China, Colombia, Guatemala, Brazil, Mexico, and southeastern Europe. He has supervised more than 50 graduate students, both U.S. and foreign, and he has hosted two Fulbright Fellows from Pakistan. Dr. Snee received his PhD and MS in Geology from The Ohio State University and his BS in Geology, Biology, and Chemistry from Florida State University. | | 12 | | | **Our Industry** **Lithium-ion Batteries** The shift to more of an electrified global economy is already underway. This change is comparable to the industrial revolution and the rise of the internet in the 1990s, both of which had profound impacts on economics and daily life. Consumer electronics was the first major industry to experience the trend toward electrification, and now, the growth in electric vehicles (EVs) is gaining momentum, with the EV market expected to experience continued growth in the near-term. Energy grid storage will also play an essential role in supporting the scaling up of renewable energy sources. This will require large-scale expansion in energy storage capacity. We believe that the best available technology for doing this now and for the foreseeable future is the lithium-ion battery (LIB), especially when weight, size, and range are major considerations. This is why LIB technology is the energy storage of choice when it comes to e-mobility. Next-generation EV battery technology is still going to be LIB based, with innovation likely centering on the anode and electrolyte solution rather than the cobalt-containing cathode. The cathode has seen most of the innovation to date. **Cobalt** **** Cobalt, a transition metal found between iron and nickel on the periodic table, is a hard, lustrous, grayish-silver metallic element with low thermal and electrical conductivity. The unique properties of cobalt and cobalt products are responsible for its extensive applications in energy storage, industrial and other areas. These characteristics include its high energy density, ability to alloy and impart strength at high temperatures, and ferromagnetic properties. Cobalt naturally occurs in three mineral ore forms: cobaltite, smaltite, and erythrite. Concentration levels of the metal are often too low to be extracted economically, so it is usually mined as a byproduct of copper or nickel mining, with economically viable concentration levels usually observed between 0.1% and 0.5%. Ore is extracted, processed and converted into either cobalt metal or a cobalt chemical compound and delivered to chemical manufacturers. Potential chemical compounds include cobalt carbonate, cobalt sulfate, and cobalt salt derivatives. The vast majority of demand for these compounds comes from the rechargeable battery segment. Cobalt applications can be divided into two primary categories: chemical and metallurgical. Based on research by the Benchmark Minerals Institute on behalf of the Cobalt Institute for 2024, the batteries market, including consumer batteries (portables, such as smartphones, tablets, other electronic devices) and EVs, accounts for 71% of overall cobalt demand, including the majority of overall cobalt demand growth since 2020. Metallurgical cobalt is the second largest cobalt consuming market at approximately 13% of overall cobalt demand. This is used primarily to produce superalloys consisting of cobalt combined with other metals such as nickel and/or iron. These alloys are surface stable and resistant to heat, corrosion and oxidation, which makes them valuable to and widely used by the aerospace, electricity generation, aircraft, medical, automotive, and military-related industries. Other applications for metallurgical cobalt include hard metals and diamond tools, catalysts in oil and gas refinement, and pigments. **Cobalt in Lithium-ion Batteries** Lithium-ion batteries that contain cobalt have high energy density, making them lightweight and efficient in terms of energy delivered relative to size, which helps to maximize EV driving range. Cobalts properties also give it distinct advantages in improving the longevity and safety of lithium-ion batteries, as its tight molecular compound structure allows for a high cycling ability shorter recharge times and more charging and recharging cycles, and its high heat capacity provides good thermal stability to battery chemistries, making them safer. | | 13 | | | **Cobalt in Defense and Aerospace** Additionally, cobalt plays a crucial role in defense and aerospace applications due to its exceptional properties that include high heat resistance, corrosion resistance, and strength. In these critical industries, cobalt alloys are often used to manufacture critical components that must withstand extreme conditions, such as jet engine turbine blades and rocket motors. Cobalts ability to maintain its structural integrity at high temperatures makes it essential in the production of advanced propulsion systems. Additionally, cobalt is used to develop hard metal alloys and coatings for various defense-related technologies including armor-piercing ammunition and missile systems. Given these characteristics, cobalts role in defense and aerospace industries is indispensable, making it a strategic commodity and critical mineral for the US, China, and other governments around the world. **Industry Demand** Cobalt demand has remained robust, and continues to increase 10-15% annually, well above historical trends, according to Bank of America Global Research. As the chart below shows, cobalt demand growth from traditional industries (namely, superalloys and hard metals) increased well over figures from the last decade. **** **2018-2024 Global Cobalt Demand by Downstream (10,000 mt in metal content)** **** **** **** Source: SMM, 2024 | | 14 | | | **Industry Supply** Cobalt is a rare metal, comprising only 0.001% of the earths crust, though widely dispersed and commonly found and obtained in association with other mining activities. More commonly, low concentrations of cobalt are found in ores of iron, nickel, copper, silver, manganese, zinc, and arsenic. Cobalt is usually mined as a by-product of either nickel, copper, or other more abundant metals. Most cobalt production is ultimately dependent on the production of copper and nickel, and the mined ore often contains only 0.1% - 0.5% elemental cobalt. Global cobalt reserves are estimated by the United States Geological Survey as of January 2024 to be about 11.0 million tonnes with 55% of these reserves located in the DRC. As a comparison, the US reserves were listed at only 70,000 tonnes or 0.6% of the overall world estimated reserves. Per USGS estimates, mined cobalt production for 2024 was 290,000 tonnes. As stated earlier in the Quality of Primary Cobalt Project and Potential Producer of Cobalt outside of the DRC section, relative to 2024 figures approximately 76% of the current supply comes from the DRC. The next largest mining producer of cobalt is Indonesia, with around a 10% market share, but growing as it continues to ramp up production using HPAL processes. The worlds largest producer, CMOC, provided conservative 2025 production guidance, signaling flat production versus 2024 figures. In 2025, the DRC government introduced a strict quota system, and the Indonesian government has announced a reduction in its nickel ore mining quota, which will also impact short-term cobalt supply due to its role as a by-product of nickel extraction. **World Mine Cobalt Production and Reserves (mt)** **** **** **** Source: US Geological Survey, 2025 | | 15 | | | **Industry Supply, Demand, and Pricing Dynamics** Due to polices by the DRC and Indonesia to restrict supplies, the market entered a deficit during 2025, which will be exacerbated into 2026 and beyond. Also, as a result of these policies, cobalt prices rallied from record low prices at the end of 2024 to nearly $60,000/mt by the end of 2025. This has also been driven by the drawdown of stockpiles and inventories, as expected supplies from the DRC and Indonesia will not likely enter the market. As inventories are run down and mine growth slows, prices may rise further, albeit with volatility. * Source: The Cobalt Institute, Cobalt Market Update Overview, Q3 2025, by Benchmark Mineral Intelligence | | 16 | | | Looking ahead, cobalts fundamentals are expected to improve as supply growth slows and demand from lithium-ion batteries and metal alloys remains strong. This timeline aligns well with Chilean Cobalts development plans for La Cobaltera and the broader San Juan district, where we are poised to contribute to primary cobalt production from a project with no Chinese ownership or influence. **Cobalt Market Balance, Global Base Case vs Ex-DRC (kt Co)** **** **** **** Source: The Cobalt Institute, Cobalt Market Update Overview, Q3 2025, by Benchmark Mineral Intelligence **** The cobalt market is a relatively small niche market compared to other base metals and commodities, and much of the supply is tied up in long term contracts between producers and their offtake partners, among others. Demand for reliable, transparent, and responsibly-sourced material has increased as companies seek to reduce exposure to geopolitical, regulatory, and ESG-related risks associated with cobalt supply from the Democratic Republic of Congo and Indonesia. Market perception of price moves in cobalt is often influenced by cobalt futures pricing published by the London Metals Exchange (LME),although a relatively small percentage of global supply that trades on the LME. As a result, LME pricing can be volatile and may not reflect the pricing dynamics of long-term contracts or material sourced from higher-assurance supply chains. | | 17 | | | **Property Disclosures** **** As it relates to the material property details for the La Cobaltera and El Cofre Projects, Chilean Cobalt and Baltum, are exploration-stage companies and all areas described are exploration-stage areas of the overall property. Descriptively, La Cobaltera is located in northern Chile, 48 kilometers (approximately 30 miles) southeast of Huasco, Huasco Province, Atacama Region. The property is located approximately 700 kilometers north of Santiago with a variable elevation between 700 1,100 meters above sea level. El Cofre is located adjacent and to the northeast of La Cobaltera, 15 kilometers (approximately 10 miles) south of Freirina City, Huasco Province, Atacama Region. The property is located approximately 720 kilometers north of Santiago with a variable elevation between 700 1,100 meters above sea level. The following maps depict the locations of the La Cobaltera and El Cofre Projects and nearby existing infrastructure. On the following map, the lower shading depicts the general area for the La Cobaltera Project and the upper shading depicts the general area for the El Cofre Project. | | 18 | | | The map below shows the primary roads in the area (C-46 and C-494) and towns (Huasco, Freirina, Maitencillo). Hwy 5 (not pictured, and east of the map), is the primary north-south arterial between the regions and runs through the larger town of Vallenar at the junction with C-46. | | 19 | | | For railroads, see the green lines on the following map. The freight train carrier, Ferronor, owns lines throughout Chile, including the one depicted, which is a 49 kilometer branch line between the port of Huasco and Vallenar. At Vallenar, there is a junction with the main line that runs north and south in Chile and allows for freight connections to other major regions of Chile. For airports, see the plane icon on the following map, which references Vallenar Airport. The Vallenar Airport is a smaller regional airport that doesnt serve commercial flights. It has an asphalt runway of 4,521 feet in length. Most commercial flights are routed through either La Serena, Chile to the South or Copiapo, Chile to the North with bus or other means of transportation to get to Vallenar and the surrounding areas. | | 20 | | | For ports, see the lighthouse icon on the following map, which references Huasco Port. This is a medium-sized port, with the maximum length of vessels recorded entering the port of 300 meters, maximum draught of 14 meters and maximum deadweight of 209,537 tonnes. Water sources are generally from onsite wells, when available for smaller needs, trucked into the area for employee use and consumption, or derived from seawater for direct processing use or after first being desalinated, if a pipeline is constructed for transporting the water from the nearby ocean to the site. Both Chilean Cobalt and Baltum are highly sensitive to the social impact of water usage in a dry, drought-prone area and are working to leverage sources that minimize the impact to the local population and the environment. | | 21 | | | The map below depicts proximal 110V and 220V electric transmission lines in red and magenta, respectively. It should be noted that the grid in the area is supplied by electricity generation from a variety of sources, including solar, wind, hydroelectric and coal. Personnel will typically be sourced from nearby towns for general mining labor once the need for mining labor is achieved. Experts, such as geologists, engineers, independent consultants and onsite management are typically sourced from major Chilean cities, such as Santiago, or from non-Chilean labor. | | 22 | | | The mining concessions that comprise the La Cobaltera Project, all registered in exploitation concession status, are depicted in the following map: | | 23 | | | COBALTERA 3 1/300 (300 hectares); COBALTERA 4 1/300 (300 hectares); COBALTERA 5 1/264 (264 hectares); COBALTERA 6 1/270 (270 hectares); COBALTERA 7 1/200 (200 hectares); COBALTERA 8 1/269 (269 hectares); COBALTERA 9 1/200 (200 hectares); COBALTERA 10 1/207 (207 hectares); COBALTERA 11 1/200 (200 hectares); COBALTERA 12 1/189 (189 hectares); COBALTERA 13A 1/2 (2 hectares); COBALTERA 13B 1/8 (8 hectares); COBALTERA 13C 1/9 (9 hectares); COBALTERA 13D 1/23 (23 hectares); COBALTERA 13E 1/11 (11 hectares); COBALTERA 13F 1/14 (14 hectares); COBALTERA 14 1/3 (3 hectares); MANUEL 3 1/13 (13 hectares); MANUEL 4 1/60 (60 hectares); SAN RAMON 1/10 (93 hectares); ANGELITO 1A 1/15 (15 hectares); ANGELITO 1B 1/13 (13 hectares; ANGELITO 2 1/36 (36 hectares); ANGELITO 3 1/47 (47 hectares); ANGELITO 4 1/28 (28 hectares); SAN JUAN 6 (1 hectare); SAN JUAN 7 1/42 (42 hectares); SAN JUAN 8 A 1/122 (122 hectares); SAN JUAN 8 B 1/3 (3 hectares); SAN JUAN 9A 1/10 (10 hectares); SAN JUAN 9 B 1/5 (5 hectares); SAN JUAN 10 1/50 (50 hectares). In aggregate, the material mining property is 3,007 hectares. To retain the full exploitation status properties described above, Baltum must pay the Chilean Treasury Department annual patent fees (estimated to be approximately $29USD per hectare in 2026, but for which we could potentially qualify for a continuing reduction down to approximately one quarter of that rate for the 2027 and/or tax years beyond that by meeting certain mining activity incentive criteria, however, the rate could potentially double, if none of the mining activity incentive criteria are met in advance of the assessment point for the 2029 tax levy). The condition of the mining concession areas within the La Cobaltera Project is generally in their natural state, as little to no invasive exploration has yet to be conducted onsite. What has been completed are AI Pilot Studies, leveraging machine learning processes, across all La Cobaltera concessions, which has informed the exploration team on priority next steps. In addition, GeoMagDrone imaging of magnetic field variances (including Total Magnetic Intensity, Magnetic Intensity Reduction to Pole and Magnetic Analytical Signal) in areas that include COBALTERA 3, COBALTERA 4, COBALTERA 5, COBALTERA 6, COBALTERA 7, COBALTERA 8, COBALTERA 9, COBALTERA 10, COBALTERA 11, COBALTERA 12, COBALTERA 13A, COBALTERA 13B, COBALTERA 13C, COBALTERA 13D, COBALTERA 13E, COBALTERA 13F, COBALTERA 14, MANUEL 3, MANUEL 4, Angelito 1A, Angelito 1B, Angelito 2, Angelito 3, San Juan 6, San Juan 8 B and San Juan 9 B in their entirety, a portion of SAN RAMON (North and East sides, comprising approximately 45 48% by area), San Juan 7 (Northernmost point, comprising approximately 8 10% by area), San Juan 8 A (Northernmost point and sliver at top of northwest section below that, comprising approximately 1 2 % by area), San Juan 9A (Northernmost point, comprising approximately 9 10% by area) and none of San Juan 10. To reiterate, at present this is an exploration-stage material property as are each of the areas outlined previously. | | 24 | | | The mining concessions that comprise the El Cofre Project, all registered in exploitation concession status, are depicted in the following map: ANGELITO 7 1/30 21/30 (100 hectares); ANGELITO 8 1/100 231/300 (70 hectares); ANGELITO 9 1/256 147/256 (110 hectares); ANGELITO 10 1/30 11/30 (200 hectares); ANGELITO 11 1/250 (250 hectares); ANGELITO 13 1/30 (300 hectares); ANGELITO 15 1/30 (300 hectares); ANGELITO 17 1/30 (300 hectares); ANGELITO 18 1/30 21/30 (100 hectares); ANGELITO 19 1/30 (300 hectares); ANGELITO 20 1/30 21/30 (100 hectares); ANGELITO 21 1/300 (300 hectares); ANGELITO 23 1/300 (300 hectares); ANGELITO 24 1/300 (300 hectares); ANGELITO 25 1/20 (200 hectares); ANGELITO 26 1/78 (78 hectares); ANGELITO 27 1/28 (28 hectares); ANGELITO 28 1/34 (34 hectares). In aggregate, the material mining property is 3,370 hectares. To retain the full exploitation status properties described above, Baltum must pay the Chilean Treasury Department annual patent fees (estimated to be approximately $29USD per hectare in 2026, but for which we could potentially qualify for a continuing reduction down to approximately one quarter of that rate for the 2027 and/or tax years beyond that by meeting certain mining activity incentive criteria, however, the rate could potentially double, if none of the mining activity incentive criteria are met in advance of the assessment point for the 2029 tax levy). The condition of the mining concession areas within the El Cofre Project is generally in their natural state, as little to no invasive exploration has yet to be conducted onsite. What has been completed are AI Pilot Studies, leveraging machine learning processes, across all El Cofre concessions, which has informed the exploration team on priority next steps in this area. At present this is an exploration-stage material property as are each of the areas outlined previously. | | 25 | | | Our exploration program in both areas is focused on cost-effective non-destructive means of exploration, such as Artificial Intelligence (AI) assessment of existing data, GeoMagDrone, GeoPhysics, Drone surveys, Robotic fieldwork and other non-invasive or less-invasive methods that we can devise or that become available to us through technological advances. During a site visit in January 2026, geologists performed fieldwork, observing outcroppings, trenches, adits and tunnels for signs of mineralization, photographing and geo-locating areas of interest. The fieldwork included sampling in a variety of locations to validate historical data from prior concession holders. The sampling protocols were adhered to with proper collection, labeling and geo-locating for each sample point, and then ensuring proper custody controls for each sample from field to lab. During the March 2026 site visit, our geologists performed inspections to compile a detailed surface geologic map of our concessions, along with comprehensive sampling for geochemical analysis. A senior geologist has been contracted to manage this sample program. In addition to the core objectives, the exploration team performed targeted trenching, along with more detailed investigation of locations deemed higher probability by the AI studies, which have been provided through the late-2025 AI Pilot study by three AI vendors, each with unique expertise and algorithms. Preliminary data from the January 2026 site visit was used to refine the work program and the exploration models for the March 2026 onsite visit. Based on information obtained during the March 2026 site visit, our geologists expect to be able to validate the exploration program for high quality locations of future core drilling. With AI-based and other validated exploration data and surveys, the exploration team is focused and optimistic on being able to minimize the number of drill sites to validate feasibility, which is aligned with our overall sustainability objectives. There are no large-scale commercial mines in the immediate area and the proposed program is exploratory in nature. There is limited equipment, facilities, mine infrastructure and underground development on this overall material property, the majority of which was implemented over 100 years ago and is no longer in good working condition. The carrying book value of the La Cobaltera and El Cofre Properties for accounting purposes is $0. As none of the areas described have been previously developed by us, there is no history of recent operations on the material property. There are no significant encumbrances to the material property, as exploitation-level mining concessions in Chile have an indefinite life, as long as the annual patent fees are paid each year, as discussed previously. To do core sample drilling or more invasive development beyond exploration level would require submittal of an Environmental Assessment and Plan of Work for approval. There is no permitting required to perform the type of non-invasive and lightly invasive exploration that is outlined earlier in the paragraph related to the exploration program. Baltum may be subject to a fine imposed by the National Forestry Corporation of the Atacama Region (CONAF), which is currently being negotiated by Baltums counsel and CONAF, of up to $4,000, which may be reduced by as much as 50%. This is in connection with a self-report made by Baltum to CONAF on May 13, 2019, reporting the involuntary cutting of certain vegetation species in the La Cobaltera sector. Since Baltum made a self-report to CONAF, the applicable fine may be reduced by as much as 50%. We do not believe that this fine, even if imposed in the full amount, will have any material effect on our business, financial position or results of operations. **** **Exploration Program Internal Controls** Dr. Lawrence W. Snee is theExecutive Vice President of Exploration of Chilean Cobalt. Dr. Snee is responsible for all exploration-related aspects of the business. He is a Certified Professional Geologist and Qualified Person with over 40 years of global experience as a specialist in field geology, mineral resources, petrology, geochemistry, isotope geology, structural geology, tectonics, economic geology, and the geology of world gemstone deposits. As there are presently no mineral resource and reserve estimation efforts on our material property, related to any of its mining concession areas, the focus of the exploration team has been in the development of a verified and georeferenced geographic information system (GIS), which has been created and is being enhanced as new data becomes available. In addition, the exploration team is attempting to compile a high-resolution digital elevation model (DEM) for our GIS. Aeromagnetic surveys of most of the La Cobaltera concessions and AI studies on all owned concessions have been conducted, as outlined in the previous Property Disclosures section. The exploration team expects to have Light Detection and Ranging (LIDAR) imagery surveys and hyperspectral imagery surveys performed during 2026 to be able to finalize the compilation of the DEM, which will provide an accurate basis from which to plan exploration work programs and support some baseline sustainability assessments. Controlled sampling is being used to validate data within the GIS models and to further inform the exploration teams geological hypotheses. Samples are collected, tagged and geo-located to ensure proper control and validation, along with proper chain of custody from field to independent lab, with the comprehensive sample program managed by a senior geologist. When it is appropriate to make mineral resource and reserve estimations, we intend to engage industry-respected, independent geological consultants to oversee and provide proper quality assurance, quality control and independence to the mineral resources and reserves estimation process. | | 26 | | | **Corporate History** **** **Incorporation** On December 4, 2017, Chilean Cobalt was incorporated in the state of Nevada. On January 3, 2018, Chilean Cobalt formed its direct, wholly-owned Chilean operating subsidiary, named Baltum Mineria SpA (Baltum). Founder Shares* On December 4, 2017, in connection with the incorporation of Chilean Cobalt on December 4, 2017, Chilean Cobalt issued 11,666,667 shares (pre-reverse split and pre-forward split) of common stock at a purchase price of $0.0001 per share (for an aggregate of $1,166.67 of proceeds) to Genlith, Inc. in a private placement under Rule 506(b) of Regulation D of the Securities Act of 1933, as a amended (the Securities Act). *Acquisition of Mining Concessions in Northern Chiles Atacama region* In January 2018, we entered into a stock purchase agreement pursuant to which we agreed to sell to investors 5,000,000 shares of Series A Convertible Preferred Stock (Preferred Stock) at $1.00 per share for gross proceeds of $5,000,000. The proceeds from this stock purchase agreement funded the acquisition of mining concessions to develop premier cobalt and copper projects in Northern Chiles Atacama region. | | (i) | On January 19, 2018, our subsidiary Baltum signed a unilateral option contract for the purchase of mining concessions with Sociedad Legal Minera Soledad Uno de la Sierra Arenillas Atlas and Homero Eduardo Callejas Molina. | | | | | | | | | (ii) | On March 16, 2018, our subsidiary Baltum signed a unilateral option contract for the purchase of additional mining concessions with Sociedad Minera Contractual Carrizal Alto. | | However, due to complications from COVID-19 and Chilean Unrest at the end of 2019 and into 2020, the inability to raise capital and maintain operations necessitated the decision to let the installment options to purchase both La Cobaltera and Carrizal Alto lapse in 2020. *Land Consolidation Package* On April 2, 2019, Baltum entered into a land consolidation package with Cobalta Chile SpA which included mining exploration and exploitation concessions in the La Cobaltera District, Chile. The total consideration paid to Cobalta Chile SpA was $600,000, of which $550,000 went towards acquisition of exploitation and exploration claims, the other $50,000 went towards an option on three additional exploitation claims of which one was eventually purchased on November 6, 2020 for an additional $116,666. Overall acquisition costs paid to Cobalta Chile SpA were $716,666. *Private Placement in 2019 Common Stock* During the period from March 2019 through June 2019, we issued 2,900,000 shares (pre-reverse split and pre-forward split) of common stock at a purchase price of $4.00 per share (for an aggregate of $11,600,000 of proceeds) to accredited investors in a private placement under Rule 506(b) of Regulation D of the Securities Act. On June 26, 2019, Genlith, Inc. retired $400,000 of debt for 100,000 shares (pre-reverse split and pre-forward split) of common stock at a valuation of $4.00 per share. Genlith, Inc. also exchanged share-for-share 100,000 shares of Genlith, Inc. for 100,000 shares of our common stock with four separate shareholders of Chilean Cobalt. During September 2019, we issued 3,383,625 shares (pre-reverse split and pre-forward split) of common stock at a purchase price of $1.45 per share (for an aggregate of $4,906,250 of proceeds) to accredited investors in a private placement under Rule 506(b) of Regulation D of the Securities Act. Also on September 3, 2019, Genlith, Inc. retired $1,500,000 of debt for 1,034,485 shares (pre-reverse split and pre-forward split) of common stock at a valuation of $1.45 per share. | | 27 | | | *Anti-dilution Shares Issued* This issuance was made to the thirteen shareholders who acquired shares in September 2019 at $1.45 per share signing agreements to waive their anti-dilution rights. These thirteen (13) shareholders received an additional 4.8 shares to each of their shares giving them an effective 5.8 shares for every share, totaling 21,206,892 shares issued (pre-reverse split and pre-forward split). Only par was paid, which was paid by Genlith, Inc. on behalf of all shareholders, for accounting purposes, this created a non-cash loss on the independently valued price of $0.09 per share on July 24, 2020 compared to par paid a $1,906,500 non-cash loss. This issuance was made in reliance on Rule 506(b) of Regulation D of the Securities Act. *1-for-13.430605Reverse Stock Split* Our board of directors and shareholders approved on July 23, 2020 and July 24, 2020, respectively, a 1-for-13.430605 reverse split of our common stock, which was effected on August 10, 2020. The reverse split combined each 13.430605 shares of our outstanding common stock into one share of common stock. No fractional shares were issued in connection with the reverse split, and any fractional shares resulting from the reverse split were rounded to the nearest whole share. As a result of the reverse stock split, the number of shares of common stock issued and outstanding decreased from 40,291,669 shares as of August 10, 2020, to approximately 3,000,000 shares (pre-forward split). In connection with the reverse stock split, we filed a Certificate of Change to effect the reverse stock split with the Secretary of State of Nevada on August 10, 2020. All references to common stock, share data, per share data and related information have been retroactively adjusted, where applicable, in this Annual Report on Form 10-K to reflect the reverse split of our common stock as if it had occurred at the beginning of the earliest period presented, unless specifically indicated otherwise. *Share Exchange in 2020 Common Stock* On August 10, 2020, we issued 4,000,000 shares (pre-forward split) of common stock to holders of Series A Convertible Preferred Stock in exchange for 5,151,125 shares of Series A Convertible Preferred Stock (including 151,125 received as dividends paid-in-kind) held by such holders in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act. *Share Exchange in 2020 Common Stock for Convertible Debt* On August 18, 2020, we issued 3,000,000 shares (pre-forward split) of common stock to Genlith, Inc. in exchange for complete extinguishment of $4,100,000 of principal debt and all accrued interest on such debt in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act. *Rights Issuance in 2020 Common Stock* During the period from August 24, 2020 through September 17, 2020, we issued 1,000,000 shares (pre-forward split) of common stock at a purchase price of $0.50 per share (for an aggregate of $500,000 of proceeds) to existing shareholders in reliance upon the exemption from registration provided by Section 506(b) of Regulation D of the Securities Act. *Private Placement in 2021 Common Stock* On December 31, 2021, we issued 41,667 shares (pre-forward split) of common stock at a purchase price of $0.60 per share (for an aggregate of $25,000 of proceeds) to an accredited investor in a private placement under Rule 506(b) of Regulation D of the Securities Act. | | 28 | | | *Private Placement in 2022 Common Stock* During the period from January 2022 through April 2022, we issued 1,958,333 shares (pre-forward split) of common stock at a purchase price of $0.60 per share (for an aggregate of $1,175,000 of proceeds) to accredited investors in a private placement under Rule 506(b) of Regulation D of the Securities Act. *Approval of Chilean Cobalt Corp. 2022 Equity Incentive Plan* Our board of directors and shareholders adopted and approved on April 26, 2022 and April 29, 2022, respectively, the Chilean Cobalt Corp. 2022 Equity Incentive Plan, effective April 29, 2022, under which incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, cash-based awards and other stock-based awards may be granted to officers, directors, employees and consultants, as applicable. Under the Plan, 1,950,000 options on shares (pre-forward split) of common stock, par value $0.0001 per share, are reserved for issuance. *Genlith, Inc. Distribution of Chilean Cobalt Shares of Common Stock to Shareholders of Genlith, Inc.* On May 12, 2022, Genlith, Inc. distributed to the shareholders of Genlith, Inc. on a pro rata basis 4,786,727 shares (pre-forward split) of our common stock held by Genlith, Inc., representing Genlith, Inc.s entire holdings of our capital stock. *Appointment of VStock Transfer, LLC as Transfer Agent* On May 20, 2022, Chilean Cobalt entered into that certain Transfer Agent and Registrar Agreement with VStock Transfer, LLC, whereby VStock Transfer, LLC agreed to act as the transfer agent of Chilean Cobalt. *Issuance of Stock Options under 2022 Equity Incentive Plan* On May 24, 2022, we granted options to purchase an aggregate of 825,000, 400,000, and 450,000 shares (all pre-forward split) of common stock at an exercise price of $0.60 per share to officers/management, advisors, and directors, respectively, in recognition of their services to us. Such granted options are subject to graduated vesting in the following installments on each of the following dates: options to purchase 25% of granted shares on June 30, 2022 and options to purchase 12.5% of granted shares on September 30, 2022, December 31, 2022, March 31, 2023, June 30, 2023, September 30, 2023, and December 31, 2023. On June 1, 2022, we granted options to purchase an aggregate of 26,668 shares (pre-forward split) of common stock at an exercise price of $0.60 per share to an advisor of the Company in recognition of his services to us. Such granted options are subject to graduated vesting in the following installments on each of the following dates: options to purchase 25% of granted shares on August 31, 2022, November 30, 2022, February 28, 2023, and May 31, 2023. On July 15, 2022, we granted options to purchase an aggregate of 150,000 shares (pre-forward split) of common stock at an exercise price of $0.60 per share to an officer and director of the Company in recognition of his services to us. Such granted options are subject to graduated vesting in the following installments on each of the following dates: options to purchase 25% of granted shares on September 30, 2022, December 31, 2022, March 31, 2023 and June 30, 2023. On July 28, 2022, we granted options to purchase an aggregate of 50,000 shares (pre-forward split) of common stock at an exercise price of $0.60 per share to an officer and director of the Company in recognition of his services to us. Such granted options are subject to graduated vesting in the following installments on each of the following dates: options to purchase 12.5% of granted shares on September 30, 2022, December 31, 2022, March 31, 2023, June 30, 2023, September 30, 2023, December 31, 2023, March 31, 2024 and June 30, 2024. Kevin Russell resigned as director of the Company effective November 3, 2022, and on the same date forfeited options to purchase 31,250 shares (pre-forward split) of common stock held by Mr. Russell, which were part of the options to purchase 450,000 shares of common stock granted to directors on May 24, 2022 as described above. | | 29 | | | *Private Placement in 2023 - Common Stock* On April 12, 2023, we issued 1,428,572 shares (pre-forward split) of common stock at a purchase price of $0.77 per share (for an aggregate of $1,100,000 of proceeds) to accredited investors in a private placement under Rule 506(c) of Regulation D of the Securities Act. *3-for-1Forward Stock Split* Our board of directors and shareholders approved on May 2, 2023 and May 2, 2023, respectively, a 3-for-1 forward split of our common stock, which was effected on May 2, 2023. The forward split issued three shares of our common stock for every one share of our outstanding common stock. No fractional shares were issued in connection with the forward split, and any fractional shares resulting from the forward split were rounded to the nearest whole share. As a result of the forward stock split, the number of shares of common stock issued and outstanding increased from 14,428,572 shares as of May 2, 2023, to approximately 43,285,716 shares. In connection with the forward stock split, we filed a Certificate of Change to effect the forward stock split with the Secretary of State of Nevada on May 2, 2023. All references to common stock, share data, per share data and related information have been retroactively adjusted, where applicable, in this Annual Report on Form 10-K to reflect the forward split of our common stock as if it had occurred at the beginning of the earliest period presented, unless specifically indicated otherwise. *Approval of Chilean Cobalt Corp. 2023 Equity Incentive Plan* Our board of directors and shareholders adopted and approved on June 29, 2023 and June 30, 2023, respectively, the Chilean Cobalt Corp. 2023 Equity Incentive Plan, effective June 30, 2023, under which incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, cash-based awards and other stock-based awards may be granted to officers, directors, employees and consultants, as applicable. Under the Plan, 1,963,746 options on shares of common stock were reserved for issuance. *Issuance of Stock Options under 2023 Equity Incentive Plan* On July 1, 2023, we granted options to purchase an aggregate of 525,000 and 225,000 shares of common stock at an exercise price of $0.26 per share to officers/management and directors, respectively, of the Company in recognition of their services to us. Such granted options are subject to graduated vesting in the following installments on each of the following dates: options to purchase 12.5% of granted shares on October 1, 2023, January 1, 2024, April 1, 2024, July 1, 2024, October 1, 2024, January 1, 2025, April 1, 2025 and July 1, 2025. On July 7, 2023, we granted options to purchase an aggregate of 300,000 shares of common stock at an exercise price of $0.26 per share to directors of the Company in recognition of their services to us. Such granted options are subject to graduated vesting in the following installments on each of the following dates: options to purchase 12.5% of granted shares on October 1, 2023, January 1, 2024, April 1, 2024, July 1, 2024, October 1, 2024, January 1, 2025, April 1, 2025 and July 1, 2025. On January 25, 2024, we granted options to purchase an aggregate of 75,000 shares of common stock at an exercise price of $0.26 per share to advisors of the Company in recognition of their services to us. Such granted options were subject to graduated vesting in the following installments on each of the following dates: options to purchase 25% of granted shares on March 31, 2024, June 30, 2024, September 30, 2024 and December 31, 2024. On February 13, 2024, we granted options to purchase an aggregate of 50,000 shares of common stock at an exercise price of $0.26 per share to an advisor of the Company in recognition of their services to us. Such granted options are subject to graduated vesting in the following installments on each of the following dates: options to purchase 25% of granted shares on March 31, 2024, June 30, 2024, September 30, 2024 and December 31, 2024. | | 30 | | | *Issuance of Common Stock as Compensation to Consultant* On March 19, 2024, we issued to Collingwood Capital Partners AG (Collingwood), a Switzerland corporation, 216,429 restricted shares of our common stock as a retainer for their services as a minerals supply chain strategist supporting Strategic Partner engagement and selection. The shares were valued at $0.26 per share for an aggregate value of $56,272. *Series B Certificate of Designations* On December 26, 2024, the Board of Directors approved the Certificate of Designations of Preferences and Rights of Series B Convertible Preferred Stock (the Series B Certificate), which designates 2,600,000 shares of preferred stock, par value $0.0001 per share, as Series B Convertible Preferred Stock on the terms and conditions as set forth in the Series B Certificate. We filed the Series B Certificate with the Secretary of State of the State of Nevada on December 27, 2024. On December 29, 2024, the Board of the Company approved the Certificate of Amendment to Certificate of Designations of Preferences and Rights of Series B Convertible Preferred Stock (the Amended and Restated Series B Certificate), which amends and restates in the Series B Certificate in its entirety and, among other things, increases to 2,900,000 shares the designation of the Series B Convertible Preferred Stock. We filed the Amended and Restated Series B Certificate with the Secretary of State of the State of Nevada on December 30, 2024. *Private Placement in 2024/2025 Series B Convertible Preferred Stock* During the period from December 2024 through January 2025, we issued 2,222,225 shares of Series B Convertible Preferred Stock at a purchase price of $0.45 per share (for an aggregate of $1,000,001.25 of proceeds) to accredited investors in a private placement under Rule 506(b) of Regulation D of the Securities Act. *Issuance of Stock Options under 2023 Equity Incentive Plan* On January 17, 2025, we granted options to purchase an aggregate of 395,000; 150,000; 25,000; and 75,000 shares of common stock at an exercise price of $0.50 per share to officers/management, directors, advisors and advisory board members, respectively, in recognition of their services to the Company. Such granted options for officers/management, directors and advisors are subject to graduated vesting in the following installments on each of the following dates: options to purchase 12.5% of granted shares on March 31,2025, June 30, 2025, September 30, 2025, December 31, 2025, March 31, 2026, June 30, 2026, September 30, 2026, and December 31, 2026. Such granted options for advisory board members are subject to vesting in the following installments on each of the following dates: options to purchase 25% of granted shares on March 31, 2025, June 30, 2025, September 30, 2025, and December 31, 2025. *Private Placement in 2024/2025 Series B Convertible Preferred Stock* During June 2025, we issued 185,560 shares of Series B Convertible Preferred Stock at a purchase price of $0.45 per share (for an aggregate of $83,502.00 of proceeds) to accredited investors in a private placement under Rule 506(b) of Regulation D of the Securities Act. *Issuance of Stock Options under 2023 Equity Incentive Plan* On July 29, 2025, we granted options to purchase an aggregate of 50,000 shares of common stock at an exercise price of $0.37 per share to a director of the Company in recognition of their expected future services to us. Such granted options immediately vest on the award date. Geraldine Barnuevo resigned as director of the Company effective July 18, 2025, and on the same date forfeited options to purchase 56,250 shares of our common stock held by Ms. Barnuevo, which were part of the options to purchase 150,000 shares of our common stock granted to directors on January 17, 2025 as described above. *Approval of Chilean Cobalt Corp. 2025 Equity Incentive Plan* Our board of directors and shareholders adopted and approved on August 27, 2025, the Chilean Cobalt Corp. 2025 Equity Incentive Plan, effective August 27, 2025, under which incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, cash-based awards and other stock-based awards may be granted to officers, directors, employees and consultants, as applicable. Under the Plan, 5,000,000 options, rights, stock units, and the like on shares of common stock are reserved for issuance. | | 31 | | | *Issuance of Restricted Stock Units under 2025 Equity Incentive Plan* On August 28, 2025, we granted restricted stock units equating to 500,000 shares of common stock to a director / advisor of the Company in recognition of their expected future services to us. Such granted restricted stock units are subject to vesting at the two-year anniversary of the underlying advisory agreement on July 27, 2027, assuming the director / advisor is still providing advisory services on the vesting date and the restricted stock unit vesting hasnt already been accelerated by the discretion of the plan administrator. *Issuance of Common Stock as Payment for Mining Concessions* On September 12, 2025, we issued to Cobalt Chile SpA (Cobalt Chile), a Chilean corporation, 4,500,000 restricted shares of our common stock as payment for 3,742 hectares of full-exploitation mining concessions in the La Cobaltera and El Cofre project areas, along with cash consideration as reimbursement for annual patent rights on those mining concessions. The shares were valued at $0.42 per share for an aggregate value of $1,890,000. The mining concessions were titled in the name of Baltum. *Execution of Off-take Arrangement with Glencore Ltd* On November 11, 2025, we executed a Deed of Undertaking with Glencore Ltd (Glencore), which provides Glencore with first and last right of refusal on all cobalt and copper product produced by us from the La Cobaltera or El Cofre Projects for life of mine. *Private Placement in 2025 - Common Stock* On December 2, 2025, we issued 6,000,000 shares of common stock at a purchase price of $0.50 per share (for an aggregate of $3,000,000 of gross proceeds, net of direct and incremental costs associated with this raise of $247,500, we received $2,752,500 of net proceeds) to accredited investors in a private placement under Rule 506(c) of Regulation D of the Securities Act. *Automatic Conversion of All Series B Convertible Preferred Stock* Per the terms of the Certificate of Designations for the Series B Convertible Preferred Stock, all shares were automatically converted to common on December 31, 2025. The applicable conversion rate was one share of common received for every one share of Series B Convertible Preferred owned. After the conversion, there were no longer any shares of Series B Convertible Preferred outstanding. | | 32 | | | **Recent Developments** *Sustainable Cobalt Project* ** On January 6, 2026, an official notice was made by CORFO (the Chilean Economic Development Agency) that an R&D project of which we were part of the industry consortium of participants for a project entitled Sustainable Cobalt: A Semi-Industrial Validation of the Green Cobalt Biotechnological Process Integrated with an Extractive Metallurgical Strategy Focused on Tailings and Circular Mining (the Project), was awarded a $3,000,000USD grant to sustainably recover cobalt from tailings and mining waste. The other key participants in the consortium are Universidad Andres Belo, through its Center for Systems Biotechnology, Pucobre (SSE: PUCOBRE), a Chilean copper mining company listed on the Santiago Stock Exchange, and ENAMI, Chiles state-owned mining company. The overall project is expected to take approximately three years and require overall project costs of $3,950,000USD, of which the non-grant amount of $950,000USD is expected to be provided by the consortium participants and the balance of $3,000,000USD is being provided by Albemarle Limitada under agreement with Corfo to support research and development programs vetted and approved by CORFO. Of the projected $950,000USD consortium support, it is expected that $600,000USD will come from the value of in-kind support and the remaining $350,000USD will come from direct monetary support. We expect to fund approximately 21% of the overall consortium support with half of our support as in-kind and half as direct monetary support over the course of the project. *NeoRe Earn-In and Option Agreement* ** On January 8, 2026, we entered into a binding earn-in and option agreement with NeoRe SpA, a privately-held Chilean company (NeoRe) to acquire approximately 6,300 hectares of mining concessions (the Properties) within the coastal belt region near Concepcion Chile with an ionic adsorption clay-style rare earth elements system enriched with yttrium, neodymium, dysprosium and terbium elements critical to defense and advanced manufacturing supply chains. If the option to acquire the mining concessions for development contributions and 6,000,000 common shares of the Company is not exercised, we may still earn as much as a 2% net smelter return royalty (NSR) on the Properties, depending on the phase of project development achieved through funding by us, subject to a maximum of $3,000,000USD to be contributed over an expected nine to 18 month expected scale-up period to production. Upon exercise of the option, a definitive agreement for the acquisition of the Properties would outline the conditions precedent, project management and environmental, social and governance commitments. We are not obligated to proceed with the earn-in contributions or the acquisition of the Properties if our ongoing due diligence or other strategic priorities dictate otherwise, however, any amounts contributed that do not go toward the earning of an additional NSR stake are non-refundable. On March 2, 2026, we amended the binding earn-in and option agreement with NeoRe. 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. | | 33 | | | **Organizational Structure** The following is a current organizational chart of our Company: ***** **** **** **** | | 34 | | | **** **Employees** As of March 31, 2026, we had two full-time employees and three part-time employees. None of our employees is represented by a union. We consider our relations with our employees to be good. **Legal Proceedings** From time to time, we are involved in various claims and legal actions arising in the ordinary course of business. There are no legal proceedings currently pending against us which we believe would have a material effect on our business, financial position or results of operations and, to the best of our knowledge, there are no such legal proceedings contemplated or threatened. We may be subject to a fine imposed by the National Forestry Corporation of the Atacama Region (CONAF), on our subsidiary Baltum, which is currently being negotiated by Baltums counsel and CONAF, of up to $4,000, which may be reduced by as much as 50%. This is in connection with a self-report made by Baltum to CONAF on May 13, 2019, reporting the involuntary cutting of certain vegetation species in the La Cobaltera sector. Since Baltum made a self-report to CONAF, the applicable fine may be reduced by as much as 50%. We do not believe that this fine, even if imposed in the full amount, will have any material effect on our business, financial position or results of operations. **Description of Properties** **** Our corporate offices are located at 1199 Lancaster Ave, Suite 107, Berwyn, Pennsylvania 19312. Genlith, Inc. founder of the Company and former shareholder, allows us to share this office at no cost by verbal agreement among the two entities. Baltums corporate offices are located at Los Militares, Street No. 5620, Office No. 905, Las Condes, Metropolitan Region, Chile. **Competition** **** We expect to compete globally against a number of other cobalt and copper producers. Competition is based on several key criteria, including technological capabilities, service, product performance and quality, sustainability factors and price. Some of our competitors are larger than we are and may have greater financial resources. These competitors may also be able to maintain greater operating and financial flexibility. If we fail to compete effectively, we may be unable to retain or expand our market share, which could have a material adverse effect on our business, results of operations and financial condition. **** **Government and Environmental Regulations** **** In the ordinary course of business we are required to obtain and renew governmental permits for our current limited operations at our projects. We will also need additional governmental permits to accomplish our long-term plans to mine cobalt and copper under plans yet to be developed. Obtaining or renewing the necessary governmental permits is a complex and time-consuming process involving costly undertakings by us. The duration and success of our efforts to obtain and renew permits are contingent upon many variables not within our control, including the interpretation of applicable requirements implemented by the permitting authority and intervention by third parties in any required environmental review. We may not be able to obtain or renew permits that are necessary on a timely basis or at all, and the cost to obtain or renew permits may exceed our estimates. Failure to comply with the terms of our permits may result in injunctions, fines, suspension or revocation of permits and other penalties. We can provide no assurance that we have been, or will at all times be, in full compliance with all of the terms of our permits or that we have all required permits. The costs and delays associated with compliance with these permits and with the permitting process could alter all or a portion of any mine plan we may propose in the future, delay or stop us from proceeding with the development of our projects or increase the costs of development or production, any or all of which may materially and/or adversely affect our business, prospects, results of operations, financial condition and liquidity. | | 35 | | | In 2025, the Board adopted the Digbee and IRMA ESG frameworks and authorized the Chief Sustainability Officer to oversee related ESG assessments and determine the timing and appropriateness of public disclosure. Pursuant to this authorization, we completed an independent Digbee ESG assessment in July 2025, which provided a structured evaluation of environmental and social risks at both the corporate and project levels. These assessments are intended to support our ability to identify and evaluate ESG-related risks as its projects advance. We are also participating in a research and development (R&D) project awarded through the Chilean Economic Development Agency (CORFO) to evaluate the technical and environmental feasibility of recovering cobalt and copper from legacy waste piles at the La Cobaltera site. The project is funded through Albermarle Limitada, the industry sponsor of the CORFO R&D project-selection process. This project remains in the research and evaluation stage and does not involve operational activities or changes to our current permitting requirements. When we have advanced further in our explorations or move into production, we will be subject to extensive federal, state, local, and foreign environmental and safety laws, regulations, directives, rules and ordinances concerning, among other things, employee health and safety, the composition of our planned products, the discharge of pollutants into the air and water, the management and disposal of hazardous substances and wastes, the usage and availability of water, the cleanup of contaminated properties (including the federal Comprehensive Environmental Response, Compensation and Liability Act, commonly known as CERCLA or Superfund, in the U.S., and similar foreign and state laws) and the reclamation of our future mine extraction operations and certain other assets at the end of their useful life. In addition, our future production facilities will require numerous operating permits. Due to the nature of these requirements and changes in our planned operations, we may incur substantial capital and operating costs, which may have a material adverse effect on our results of operations. We do not currently have any production facilities in place as these are all in the future planning stages at this time and accordingly, we have not yet started the permit process in respect to such planned production facilities. We may also incur substantial costs, including fines, damages, criminal or civil sanctions and remediation costs, or experience interruptions in our operations, for violations arising under these laws and regulations or permit requirements. In addition, we may be required to either modify existing or obtain new permits to meet our capacity expansion plans. We may be unable to modify or obtain such permits or if we can, it may be costly to do so. Furthermore, environmental, health and safety laws and regulations are subject to change and have become increasingly stringent in recent years. Future environmental, health and safety laws and regulations could require us to alter our production processes, acquire pollution abatement or remediation equipment, modify our planned products or incur other expenses, which could harm our business and results of operations. If we violate environmental, health and safety laws or regulations, in addition to being required to correct such violations, we can be held liable in administrative, civil or criminal proceedings for substantial fines and other sanctions could be imposed that could disrupt or limit our operations. Liabilities associated with the investigation and cleanup of hazardous substances, as well as personal injury, property damages or natural resource damages arising from the release of, or exposure to, such hazardous substances, may be imposed without regard to violations of laws or regulations or other fault, and may also be imposed jointly and severally. Such liabilities may also be imposed on many different entities, including, for example, current and prior property owners or operators, as well as entities that arranged for the disposal of the hazardous substances. | | 36 | | | **ITEM 1A. RISK FACTORS** Our business is subject to numerous risks and uncertainties. These risks represent challenges to the successful implementation of our strategy and to the growth and future profitability of our business. These risks include, but are not limited to, the following: | | | We are in the early stages of our operations; | | | | | | | | | | We have a history of operating losses and our management has concluded that factors raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the fiscal years ended December 31, 2025 and 2024; | | | | | | | | | | Our current cash resources will not allow us to become profitable and will only allow us to fund operations for a limited period of time; | | | | | | | | | | We will need additional capital to fund our operations, which, if obtained, could result in substantial dilution or significant debt service obligations. We may not be able to obtain additional capital on commercially reasonable terms, which could adversely affect our liquidity and financial position; | | | | | | | | | | Global pandemics may adversely impact our business and financial condition; | | | | | | | | | | Our growth depends upon the continued growth in demand for end-products utilizing rechargeable storage batteries, particularly electric vehicles; | | | | | | | | | | Adverse conditions in the economy and volatility and disruption of financial markets can negatively impact our prospective customers, and downturns in our prospective customers end-markets could adversely affect our prospective sales and profitability; | | | | | | | | | | Our research and development efforts may not succeed, and our competitors may develop more effective or successful products; | | | | | | | | | | Cobalt and copper prices can be volatile, especially due to changes in supply; | | | | | | | | | | We face competition in our business; | | | | | | | | | | Our planned production development efforts are complex projects that will require significant capital expenditures and are subject to significant risks and uncertainties; | | | | | | | | | | We may make future acquisitions which may be difficult to integrate, divert management and financial resources and result in unanticipated costs; | | | | | | | | | | The development and adoption of new battery technologies that rely on inputs other than cobalt compounds could significantly impact our prospects and future revenues; | | | | | | | | | | We have substantial international operations, and the risks of doing business in foreign countries could adversely affect our business, financial condition and results of operations; | | | | | | | | | | Our planned cobalt and copper extraction and planned production operations in Chile will expose us to specific political, financial and operational risks; | | | | | | | | | | Our planned operations will be subject to hazards and other disruptions, which could adversely affect our reputation and results of operations; | | | | | | | | | | We may not satisfy prospective customers or governments quality standards, and we could be subject to damages based on claims brought against us or lose customers as a result of the failure of our planned products to meet certain quality standards; | | | | | | | | | | Fluctuations in the price of energy and certain raw materials, and our inability to obtain raw materials and products under contract sourcing arrangements, could have an adverse effect on the margins of our planned products, our business, financial condition and our results of operations; | | | | | | | | | | Our success depends upon our ability to attract and retain key employees and the identification and development of talent to succeed senior management; | | | | 37 | | | | | | | | | | | Some of our employees may be unionized or could be employed subject to local laws that are less favorable to employers than the laws of the United States; | | | | | | | | | | Our business and operations could suffer in the event of cybersecurity breaches or disruptions to our information technology environment; | | | | | | | | | | Theft of our intellectual property rights could have a material adverse effect on our business, financial condition and results of operations; | | | | | | | | | | We have not established proven or probable reserves, as defined by the SEC under Industry Guide 7, through the completion of a feasibility study for the minerals that we intend to produce; | | | | | | | | | | Our reliance on third-party contractors and consultants to conduct our exploration and development projects exposes us to risks; | | | | | | | | | | A shortage of equipment and supplies and/or the time it takes such items to arrive at our projects could adversely affect our ability to operate our business; | | | | | | | | | | Mining development and processing operations pose inherent risks and costs that may negatively impact our business; | | | | | | | | | | Failure to adequately manage our growth may seriously harm our business; | | | | | | | | | | If we cannot maintain our corporate culture as we grow, we could lose the innovation, teamwork and focus that contribute crucially to our business; | | | | | | | | | | Our future operating results may fluctuate, which makes our results difficult to predict and could cause our results to fall short of expectations; | | | | | | | | | | The requirements of being a public company may strain our resources, divert managements attention, and affect our ability to attract and retain executive management and qualified board members; | | | | | | | | | | Our business and financial results may be adversely affected by various legal and regulatory proceedings; | | | | | | | | | | We, our future operations, planned facilities, prospective products and raw materials are subject to environmental, health and safety laws and regulations, and costs to comply with, and liabilities related to, these laws and regulations could adversely affect our business; | | | | | | | | | | Environmental regulations could require us to make significant expenditures or expose us to potential liability; | | | | | | | | | | We are subject to numerous governmental permits that are difficult to obtain and we may not be able to obtain or renew all of the permits we require, or such permits may not be timely obtained or renewed; | | | | | | | | | | An active trading market for our common stock may not develop and you may not be able to resell your shares at or above the price which you paid; and | | | | | | | | | | Our stock price may be volatile. | | | | | | | | | | Our ability to secure and maintain adequate water rights and comply with water-use and water-quality regulations may materially affect our operations. | | | | | | | | | | We may be subject to significant liabilities associated with tailings, waste-rock management, or legacy environmental conditions at or near our project sites. | | | | | | | | | | We may be required to engage in formal consultation processes with Indigenous or local communities, and failure to do so could result in delays, legal challenges, or reputational harm. | | | | | | | | | | Our participation in ESG assurance frameworks may expose us to additional scrutiny, costs, and reputational risks | | | | 38 | | | **Risks Related to Our Business and Industry** **** **We are in the early stages of our operations.** **** We were incorporated on December 4, 2017 and have had limited operations to date. We have not received revenue from our operations since the date of incorporation. As we are in the early stages of our operating history, it is difficult for an investor to make a determination as to the possible success or failure of our business. We are subject to all of the risks associated with a start-up company in the cobalt production business, including the risks set forth herein. **** **We have a history of operating losses and our management has concluded that factors raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the fiscal years ended December 31, 2025 and 2024.** For the fiscal years ended December 31, 2025 and 2024, we reported net losses of $3,263,140 and $882,574, respectively, however, $1,881,082 of the 2025 loss was related to a one-time, non-cash charge for impairment of mining concessions, and negative cash flow from operating activities of $1,146,473 and $718,275, respectively. As of December 31, 2025, we had an aggregate accumulated deficit of $36,645,952. We expect our operating expenses to significantly increase over the next several years as we expand our operations and infrastructure, both domestically and internationally, and hire additional personnel. We anticipate that we will continue to report losses and negative cash flow. Our management has concluded that our historical recurring losses from operations and negative cash flows from operations as well as our dependence on private equity and other financings raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the fiscal years ended December 31, 2025 and 2024. Our audited financial statements included elsewhere in this Annual Report on Form 10-K do not include any adjustments that might result from the outcome of this uncertainty. These adjustments would likely include substantial impairment of the carrying amount of our assets and potential contingent liabilities that may arise if we are unable to fulfill various operational commitments. In addition, the value of our securities would be greatly impaired. Our ability to continue as a going concern is dependent upon generating sufficient cash flow from operations at some point in the future and obtaining additional capital and financing. If our ability to generate cash flow from operations is delayed or reduced and we are unable to raise additional funding from other sources, we may be unable to continue in business. For further discussion about our ability to continue as a going concern and our plan for future liquidity, see Managements Discussion and Analysis of Financial Condition and Results of OperationsAbility to Continue as a Going Concern. **Our current cash resources will not allow us to become profitable and will only allow us to fund operations for a limited period of time.** **** We anticipate that our expenses over the next twelve (12) months will be approximately $4,848,000 for the full implementation of our business plan including exploration, investment in net smelter royalties, research and development expenses, general & administrative expenses, and working capital and general corporate purposes, including the costs associated with any potential uplisting to a national securities exchange and registration of a public offering. There can be no assurance that we will pursue an uplisting, nor any assurance that if we do, it will be successful. Any such effort would require us to meet initial listing standards, which may include minimum stock price, stockholders equity, distribution requirements, and corporate governance standards. Failure to qualify for listing or delays in doing so will result in higher costs and may affect our ability to continue our operations. We can also provide no assurance that we can secure additional capital and/or if we are able to, if they will have favorable terms. Based on our current cash on hand, we may be delayed or forced to cease operations within 12 months unless we are able to raise approximately $2,400,000. **** **** **** **** **** | | 39 | | | **** **We will need additional capital to fund our operations, which, if obtained, could result in substantial dilution or significant debt service obligations. We may not be able to obtain additional capital on commercially reasonable terms, which could adversely affect our liquidity and financial position.** On December 31, 2025, we had a cash balance of approximately $2,772,082, a working capital surplus of approximately $2,793,881, and an accumulated deficit of approximately $36,645,952. In June 2025, we received $83,502 of cash from additional issuances of Series B Convertible Preferred Stock at $0.45 per share. Then in December 2025, we received an additional $3,000,000 of cash from issuances of common stock at $0.50 per share, which after reduction for direct and incremental costs of $247,500 associated with the raise, equated to $2,752,500 of net proceeds. Even if we are able to generate substantial revenues and reduce operating expenses, we may need to raise additional capital. In order to continue operating, we may need to obtain additional financing, either through borrowings, private offerings, public offerings, or some type of business combination, such as a merger, or buyout, and there can be no assurance that we will be successful in such pursuits. We may be unable to acquire the additional funding necessary to continue operating. Accordingly, if we are unable to generate adequate cash from operations, and if we are unable to find sources of funding, it may be necessary for us to sell one or more lines of business or all or a portion of our assets, enter into a business combination, or reduce or eliminate operations. These possibilities, to the extent available, may be on terms that result in significant dilution to our shareholders or that result in our shareholders losing all of their investment. If we are able to raise additional capital, we do not know what the terms of any such capital raising would be. In addition, any future sale of our equity securities would dilute the ownership and control of your shares and could be at prices substantially below prices at which our shares currently trade. If we are unable to raise capital it could require us to significantly curtail or terminate our operations. We may seek to increase our cash reserves through the sale of additional equity or debt securities. The sale of convertible debt securities, or additional equity securities could result in additional and potentially substantial dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations and liquidity. In addition, our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. Any failure to raise additional funds onfavorable terms could have a material adverse effect on our liquidity and financial condition. **Global pandemics may adversely impact our business and financial condition.** **** Global pandemics have caused, and may continue to cause, disruptions in regional economies and the world economy and financial and commodity markets in general. For example, the transmission of COVID-19 and efforts to contain its spread resulted in international, national and local border closings, travel restrictions, significant disruptions to business operations, supply chains and customer activity and demand, service cancellations, workforce reductions and other changes, significant challenges in healthcare service provision and delivery, mandated closures and quarantines, as well as considerable general concern and uncertainty, all of which negatively affected the economic environment. The full extent of the impact of future global pandemics on the economy is not known at this time and it is not known what measures will be implemented by governmental authorities in the future and how long these measures, or the measures currently in effect, will be in place. For instance, the COVID-19 global pandemic and efforts to reduce its spread led to a significant decline of economic activity and significant disruption and volatility in global markets. Additionally, it disrupted the capital markets world-wide and prices of materials, including cobalt prices. We cannot predict the timing and duration of future global pandemics or the impact of government regulations that might be imposed in response to such global pandemics; nonetheless, any such pandemics may have a material adverse effect on our business, financial position, results of operations and cash flows. | | 40 | | | **Risks Related to Our Growth Strategy and Our Markets** **** **Our growth depends upon the continued growth in demand for end-products utilizing rechargeable storage batteries, particularly electric vehicles.** We anticipate producing cobalt and copper concentrates and/or intermediates for application in a diverse range of end-products, including electric vehicle batteries and for a wide variety of industrial, pharmaceutical, aerospace, electronic and polymer applications. Our growth is largely dependent upon the continued adoption by consumers of products utilizing rechargeable storage batteries, particularly electric vehicles, which contain cobalt and copper compounds which we plan to produce. If the market for products utilizing rechargeable storage batteries, particularly electric vehicles, does not develop as we expect, or develops more slowly than we expect, our business, prospects, financial condition and results of operations will be affected. The market for electric vehicles is relatively new, rapidly evolving, and could be affected positively or negatively by numerous external factors, such as: | | | governmental laws, rules and regulations (including, without limitation, any court or executive orders); | | | | | | | | | | tax and economic incentives, charges or fees (including, without limitation, any tax deductions, credits, or tariffs); | | | | | | | | | | rates of consumer adoption, which is driven in part by perceptions about electric vehicle features (such as range per charge, battery cycle continuity, autonomous functionality and audio-video integration), quality, safety, performance, cost, and post-purchase value stability and resale opportunity; | | | | | | | | | | competition, including from other types of alternative fuel vehicles, plug-in hybrid electric vehicles, and high fuel-economy internal combustion engine vehicles; and | | | | | | | | | | volatility in the cost of oil and gasoline. | | | | 41 | | | **Adverse conditions in the economy and volatility and disruption of financial markets can negatively impact our prospective customers, and downturns in our prospective customers end-markets could adversely affect our prospective sales and profitability.** We anticipate producing cobalt and copper concentrates and/or intermediates for application in a diverse range of end-products, including electric vehicle batteries and for a wide variety of industrial, pharmaceutical, aerospace, electronic and polymer applications. Deterioration in the global economy or in the specific industries in which our prospective customers compete could adversely affect the demand for our prospective customers products, which, in turn, could negatively affect our prospective sales and profitability. Many of our prospective customers end-markets are cyclical in nature or are subject to secular downturns. Therefore, we anticipate cyclical or secular end-market downturns may result in diminished demand for our prospective cobalt and copper compounds and cause a decline in average selling prices. **Our research and development efforts may not succeed, and our competitors may develop more effective or successful products.** The industries and the end markets into which we sell our planned products experience regular technological change and product improvement. Our ability to compete successfully depends in part upon our ability to maintain a superior technological capability and to continue to identify, develop and commercialize new and innovative cobalt and copper concentrates and/or intermediates for use in our prospective customers products in the electric vehicle, aerospace and other sectors. There is no assurance that our research and development efforts will be successful or that any newly developed products will pass our prospective customers qualification processes or achieve market-wide acceptance. If we fail to keep pace with evolving technological innovations in our prospective customers end markets, our business, financial condition and results of operations could be adversely affected. In addition, existing or potential competitors may develop products which are similar or superior to our planned products or are more competitively priced. If our product launching efforts are unsuccessful, our financial condition and results of operations may be adversely affected. **Cobalt and copper prices can be volatile, especially due to changes in supply.** **** The prices of cobalt have been, and may continue to be, volatile. In the future, we seek to manage volatility through the sale of cobalt concentrates and/or intermediates and by entering into long-term contracts with our customers; however, such efforts may not be successful. We expect that prices for the cobalt and copper concentrates and/or intermediates we plan to manufacture will continue to be influenced by various factors, including worldwide supply and demand as well as the business strategies of major producers. As discussed earlier in the Industry Supply, Demand and Pricing Dynamics section, we expect cobalts fundamentals to improve as supply growth slows and demand from lithium-ion batteries and metal alloys remains strong, although there is a high degree of uncertainty about the status of new cobalt production capacity expansion projects being developed by current and potential competitors. Further declines in cobalt prices could have a material adverse effect on our business, financial condition and results of operations. The pricing for copper may also be volatile. This volatility may become more pervasive as demands within the lithium-ion battery channels increase, further constraining sources of copper from countries and producers meeting the requirements for important environmental objectives. **** **We face competition in our business.** **** We expect to compete globally against a number of other cobalt and copper producers. Competition is based on several key criteria, including technological capabilities, service, product performance and quality, sustainability factors and price. Some of our competitors are larger than we are and may have greater financial resources. These competitors may also be able to maintain greater operating and financial flexibility. If we fail to compete effectively, we may be unable to retain or expand our market share, which could have a material adverse effect on our business, results of operations and financial condition. **** **** **** **** | | 42 | | | **** **Our planned production development efforts are complex projects that will require significant capital expenditures and are subject to significant risks and uncertainties.** **** In order to meet growing and forecasted demands for cobalt compounds, particularly in the EV space, we are planning substantial capital projects, including a new plant intended to be built between 2027 and 2028 aiming to produce at least 2.4 kMT per day by the end of 2029 and in subsequent years throughout the life of the mine. These planned projects are complex undertakings, and there can be no assurance that we will be able to complete these projects within our projected budget and schedule or that we will be able to achieve the anticipated benefits from them. Unforeseen technical or construction difficulties could increase the cost of these planned projects, delay the projects or render them infeasible. Any significant delay in the completion of the planned projects or increased costs could have an adverse effect on our business, financial condition and results of operations. **We may make future acquisitions which may be difficult to integrate, divert management and financial resources and result in unanticipated costs.** As part of our continuing business strategy, we may make acquisitions of, or investments in, mining concessions, companies or technologies that complement our current products, enhance our market coverage, technical capabilities or production capacity, or offer growth opportunities. While we are actively pursuing several adjacent acquisition opportunities in the La Cobaltera project area and broader San Juan district and would also give consideration to other acquisition opportunities, such as the NeoRe rare earth elements project in Southern Chile, even if outside the adjacent area or the core district, we do not have concrete timetables for these plans, however, they may occur within the current calendar year or soon after. We cannot be certain that we will be able to identify suitable acquisition or investment candidates for sale at reasonable prices or be able to close on such opportunities, if they exist. Future acquisitions could pose numerous risks to our operations, including difficulty integrating the acquired mining concessions, operations, products, technologies or personnel; substantial unanticipated integration costs; diversion of significant management attention and financial resources from our existing operations; a failure to realize the potential cost savings or other financial benefits and/or the strategic benefits of the acquisitions; and the incurrence of liabilities from the acquired businesses for environmental matters, infringement of intellectual property rights or other claims, and we may not be successful in seeking indemnification for such liabilities or claims. These and other risks relating to acquiring, integrating and operating acquired assets or companies could cause us not to realize the anticipated benefits from such activity and could have a material adverse effect on our business, financial condition and results of operations. **The development and adoption of new battery technologies that rely on inputs other than cobalt compounds could significantly impact our prospects and future revenues.** Rechargeable storage batteries rely on cobalt compounds as a critical input. The development and adoption of new battery technologies that rely on inputs other than cobalt compounds could significantly impact our prospects and future revenues. Many materials and technologies are being researched and developed with the goal of making batteries lighter, more efficient, faster charging and less expensive, and some of these could be less reliant on cobalt compounds. We cannot predict which new technologies may ultimately prove to be commercially viable and on what time horizon. Commercialized battery technologies that use less cobalt compounds could materially and/or adversely impact our prospects and future revenues. | | 43 | | | **Risks Related to Our Operations** **** **We have substantial international operations, and the risks of doing business in foreign countries could adversely affect our business, financial condition and results of operations.** We conduct a substantial portion of our business outside the United States. For the years ended December31, 2025 and December 31, 2024, approximately 23% and 11%, respectively, of our operational costs were denominated in a currency other than the U.S.Dollar (primarily the Chilean peso). Accordingly, our business is subject to risks related to foreign exchange as well as risks related to the differing legal, political, social and regulatory requirements and economic conditions of the many jurisdictions where we conduct business. Changes in exchange rates between foreign currencies and the U.S. Dollar will affect the recorded levels of our assets, liabilities, net sales, cost of goods sold and operating margins and could result in exchange losses. Our results of operations may be adversely affected by any volatility in currency exchange rates and our ability to manage effectively our currency transaction and translation risks. The Chilean peso has generally declined in value over the past couple of years, however, the Chilean peso has generally increased in value since the beginning of 2025, similar to the period from July 2022 to July 2023, and we currently do not hedge foreign currency risks associated with the Chilean peso due to the limited availability and high cost of suitable derivative instruments. In addition, it may be more difficult for us to enforce agreements or collect receivables through foreign legal systems. There is a risk that foreign governments may nationalize private enterprises in certain countries where we operate. In certain countries or regions, terrorist activities and the response to such activities may threaten our operations more than in the United States. Social and cultural norms in certain countries may not support compliance with our corporate policies including those that require compliance with substantive laws and regulations. Also, changes in general economic and political conditions in countries where we operate are a risk to our financial performance and future growth. Our sales depend on international trade and moves to impose tariffs and other trade barriers, as is happening in various countries including the United States, could negatively affect our sales and have a material adverse effect on our business, financial condition and results of operations. We and our subsidiaries are also subject to rules and regulations related to anti-bribery, anti-corruption (such as the Foreign Corrupt Practices Act), anti-money laundering, trade sanctions and export controls. Subject to any possible enforcement actions or inquiries, compliance with such laws may be costly and violations of such laws may carry substantial penalties. As we continue to operate our business internationally, our success will depend, in part, on our ability to anticipate and effectively manage these and other related risks. There can be no assurance that the consequences of these and other factors relating to our international operations will not have an adverse effect on our business, financial condition or results of operations. **** **** **** **** | | 44 | | | **** **Our planned cobalt and copper extraction and planned production operations in Chile will expose us to specific political, financial and operational risks.** Our current exploration operations and planned production and extraction operations in Chile will expose us to the following risks, and the occurrence of any of these risks could have a material adverse effect on our business, financial condition or results of operations: | | | Political and financial risks that are typical of developing countries, including: high rates of inflation; risk of expropriation and nationalization or changes in or nullification of concession rights; changes in taxation policies; restrictions on foreign exchange and repatriation; labor unrest; social activism; and changing political norms, currency controls and governmental regulations that favor or require us to award contracts in, employ citizens of, or purchase supplies from, Chile. In particular, changes in mining or investment policies or shifts in political attitude in Chile concerning mining may adversely affect our planned operations or profitability. There can be no assurance that future governments of Chile will not impose greater state control of cobalt resources or take other actions that are adverse to us. Within the past seven years, Chile has faced sluggish growth, primarily based on dependence on commodity exports (such as copper), fluctuating inflation, concerns over income equality and recent political instability. To date, we have not experienced any inflationary pressures that have materially impacted our operations. | | | | | | | | | | Risks associated with the loss or depletion of mineral deposits. Our primary source for cobalt and copper for our exploration activities are the owned mining concessions. In order to maintain our exploration capabilities, and for future production and extraction capabilities, we will need to replace or supplement our cobalt resources there in the event our access is disrupted or lost, whether due to a natural disaster, depletion or otherwise. Due to the current trend of growth in the cobalt industry, there is no assurance that we will be able to discover or acquire new and valuable cobalt and copper resources, or that the actual planned production results will match the expected results. | | | | | | | | | | Risks of certain natural disasters. Our cobalt and copper exploration and planned production facilities will be located in a seismically active region in northwest Chile. A major earthquake could have adverse consequences for our operations and for general infrastructure, such as roads, rail, and access to goods in Chile. | | **Our planned operations will be subject to hazards and other disruptions, which could adversely affect our reputation and results of operations.** We plan to conduct cobalt production operations in Chile and plan to own, operate and/or contract with large-scale manufacturing facilities in the United States, Chile and/or other countries holding strategic advantages, such as free-trade agreement affiliation, environmental impact minimization and other factors, for downstream processing of our cobalt and copper concentrates and/or intermediates. Our operating results will be dependent in part on the continued operation of the various planned production facilities and the ability to manufacture products on schedule. Interruptions at these planned facilities may materially reduce the productivity and profitability of a particular planned manufacturing facility, or our business as a whole, during and after the period of such operational difficulties. Our operations and those of our contract manufacturers will be subject to hazards inherent in cobalt production and manufacturing and the related storage and transportation of raw materials, products such as wastes. These potential hazards include explosions, fires, severe weather and natural disasters, including earthquakes, mechanical failure, unscheduled downtimes, supplier disruptions, labor shortages or other labor difficulties (including widespread labor unrest in Chile), information technology systems outages, disruption in our supply chain or manufacturing and distribution operations, transportation interruptions, chemical spills, discharges or releases of toxic or hazardous substances or gases, shipment of contaminated or off-specification product to customers, storage tank leaks, other environmental risks, or other sudden disruption in business operations beyond our control as a result of events such as acts of sabotage, terrorism or war, civil or political unrest, natural disasters, pandemic situations and large scale power outages. Some of these hazards may cause severe damage to or destruction of property and equipment or personal injury and loss of life and may result in suspension of operations or the shutdown of affected facilities, which could have a material adverse effect on our business, financial condition and results of operations. **** **** **** **** | | 45 | | | **** **We may not satisfy prospective customers or governments quality standards, and we could be subject to damages based on claims brought against us or lose customers as a result of the failure of our planned products to meet certain quality standards.** Since our planned products will be derived from natural resources, they may contain inorganic impurities that may not meet certain customer or government quality standards. As a result, we may not be able to sell our planned products if we cannot meet such requirements. In addition, customers may impose stricter quality standards on our planned products or governments may enact stricter regulations for the distribution or use of our planned products. Failure to meet such standards could materially and/or adversely affect our business, financial condition and results of operations if we are unable to sell our planned products in one or more markets or to important customers in such markets. In addition, the cost of our planned production may increase to meet any newly imposed or enacted standards. We anticipate warranting to our prospective customers that our planned products conform to mutually agreed product specifications. If a product fails to meet warranted quality specifications, a customer could seek a replacement, the refund of the purchase price or damages for costs incurred as a result of the product failing to meet the specification. In addition, because we anticipate that many of our planned products will be integrated into our prospective customers products, such as in rechargeable batteries in automobiles, we may be requested to participate in, or fund in whole or in part the costs of, a product recall conducted by a customer, even though we generally seek to limit our liability for such matters in contracts with our prospective customers. In addition, we anticipate utilizing third parties to produce a portion of our cobalt compounds. We endeavor to contract with third-party manufacturers that we believe will be able to meet our delivery schedule and other requirements. Nevertheless, we may not be able to monitor the performance of these third parties as directly and efficiently as we do our own planned production facilities. As a result, we will be exposed to the risk that our third-party providers may fail to perform their contractual obligations, which may in turn adversely affect our business, financial condition and results of operations. As with all quality control systems, any failure or deterioration of our quality control systems could result in defects in our projects or products, which in turn may subject us to contractual, product liability and other claims. Any such claims, regardless of whether they are ultimately successful, could cause us to incur significant costs, harm our business reputation and result in significant disruption to our operations. Furthermore, if any such claims were ultimately successful, we could be required to pay substantial monetary damages or penalties, which could have a material adverse effect on our reputation, business, financial condition and results of operations. **Fluctuations in the price of energy and certain raw materials, and our inability to obtain raw materials and products under contract sourcing arrangements, could have an adverse effect on the margins of our planned products, our business, financial condition and our results of operations.** **** The long-term profitability of our future operations will be, in part, related to our ability to continue to economically and reliably obtain resources, including energy, raw materials, and finished products. Our raw material and energy costs could be volatile and may increase significantly. We may enter into long-term contracts for most of our planned products and these contracts are often at fixed prices or otherwise do not permit us to pass on increased costs in sale prices immediately or at all. To the extent we are unable to obtain such resources or to pass on increases in the prices of energy and raw materials to our customers, our financial condition and results of operations could be materially and/or adversely affected. In addition, we expect to source a significant portion of our intermediate and finished products through contract manufacturing arrangements. An inability to obtain these products or execute under these arrangements would adversely impact our ability to sell products and could have an adverse effect on our business, financial condition and results of operations. | | 46 | | | **We depend on our senior management team and the loss of one or more key personnel may impair our ability to grow our business.** Our success depends in part upon the continued services of our key executive officers as well as other key personnel. We do not have employment agreements with most of our executive officers or other key personnel that require them to continue to work for us for any specified period and, therefore, they may terminate employment with us at any time with no advance notice. The replacement of our senior management team or other key personnel likely would involve significant time and costs, and the loss of these employees may significantly delay or prevent the achievement of our business objectives. **** **Our success depends upon our ability to attract and retain key employees and the identification and development of talent to succeed senior management.** Our success depends on our ability to attract and retain key personnel, and we rely heavily on our senior management team. The inability to recruit and retain key personnel, including personnel with technical skills, or the unexpected loss of such personnel may adversely affect our operations. In addition, because of our reliance on our senior management team, our future success depends, in part, on our ability to identify and develop or recruit talent to succeed our senior management and other key positions throughout the organization. If we fail to identify and develop or recruit successors, we are at risk of being harmed by the departures of these key employees. **Some of our employees may be unionized or could be employed subject to local laws that are less favorable to employers than the laws of the United States.** As of March 31, 2026, we had two full-time employees and three part-time employees. A number of our future employees will be employed in countries in which employment laws provide greater bargaining or other rights to employees than the laws of the United States. Such employment rights will require us to work collaboratively with the legal representatives of the employees to effect any changes to labor arrangements. For example, most employees in Chile are represented by a union that must approve any changes in conditions of employment, including salaries and benefits and staff changes, and may impede efforts to restructure our workforce. Other similar companies have had to negotiate wage increases for employees with the union because of inflation in South American countries and Chilean Cobalt may have to do so in the future, which is typical for all companies with unions in Chile. **** **Our business and operations could suffer in the event of cybersecurity breaches or disruptions to our information technology environment.** As with all enterprise information systems, our information technology systems could be penetrated by outside parties intent on extracting information, corrupting information, or disrupting business processes. Our systems, which contain critical information about our business (including intellectual property and confidential information of our customers, vendors and employees), have in the past been, and likely will in the future be, subject to unauthorized access attempts. Unauthorized access could disrupt our business operations and could result in failures or interruptions in our computer systems and in the loss of assets (including our intellectual property and confidential business information), which could harm our competitive position, reduce the value of our investment in research and development and other strategic initiatives or otherwise have a material adverse effect on our business, financial condition or results of operations. In addition, breaches of our security measures or the accidental loss, inadvertent disclosure, or unapproved dissemination of proprietary information or sensitive or confidential information about us, our employees, our vendors, or our customers, could result in litigation, violations of various data privacy regulations in some jurisdictions, and also potentially result in liability to us. This could damage our reputation, or otherwise harm our business, financial condition, or results of operations, and the devotion of additional resources to the security of our information technology systems in the future could significantly increase the cost of doing business. | | 47 | | | **Theft of our intellectual property rights could have a material adverse effect on our business, financial condition and results of operations.** Protection of our proprietary processes, methods, formulations, and compounds, the incorporation of such formulations and compounds into various products and other technology is important to our business. Although our existing processes and future products may not be protected or protectable by patents, we generally rely onthe intellectual property laws of the United States and certain other countries in which our planned products will be produced or sold, as well as licenses and nondisclosure and confidentiality agreements, to protect our intellectual property rights. Additionally, the patent, trade secret and trademark laws of some countries, or their enforcement, may not protect our intellectual property rights to the same extent as the laws of the United States. Failure to protect our intellectual property rights may result in the loss of valuable proprietary technologies. If patents are issued to us, those patents may not provide meaningful protection against competitors or against competitive technologies. We cannot assure you that our intellectual property rights will not be challenged, invalidated, circumvented or rendered unenforceable. From time to time, we may license or otherwise obtain certain intellectual property rights from third-parties and we endeavor to do so on terms favorable to us. However, we may not be able to license or otherwise obtain intellectual property rights on such terms or at all, which could have a material adverse effect on our ability to create a competitive advantage and create innovative solutions for our customers, which will adversely affect our net sales and our relationships with our customers. With respect to unpatented proprietary manufacturing expertise, continuing technological innovation and other trade secrets necessary to develop and maintain our competitive position, while we generally enter into confidentiality agreements with our employees and third parties to protect our intellectual property, we cannot assure you that our confidentiality agreements will not be breached, that they will provide meaningful protection for our trade secrets and proprietary manufacturing expertise or that adequate remedies will be available in the event of an unauthorized use or disclosure of our trade secrets or manufacturing expertise. In addition, our trade secrets and know-how may be improperly obtained by other means, such as a breach of our information technology security systems or direct theft. If we fail to successfully enforce our intellectual property rights, our competitive position could suffer. We may also be required to spend significant resources to monitor and police our intellectual property rights. Similarly, if we were to infringe on the intellectual property rights of others, our competitive position could suffer. Furthermore, other companies may duplicate or reverse engineer our technologies or design around our patents. In some instances, litigation may be necessary to enforce our intellectual property rights and protect our proprietary information, or to defend against claims by third parties that our planned products infringe their intellectual property rights. Any litigation or claims brought by or against us, whether with or without merit, could result in substantial costs to us and divert the attention of our management, which could harm our business and results of operations. In addition, any intellectual property litigation or claims against us could result in the loss or compromise of our intellectual property and proprietary rights, subject us to significant liabilities, require us to seek licenses on unfavorable terms, prevent us from manufacturing or selling certain products or require us to redesign certain products, any of which could harm our business and results of operations. **We have not established proven or probable reserves, as defined by the SEC under Industry Guide 7, through the completion of a feasibility study for the minerals that we intend to produce.** We have not yet established proven or probable reserves, as defined by the SEC under Industry Guide 7, through the completion of a final or bankable feasibility study for any of the minerals that we intend to produce. Until we have established proven or probable reserves, there may be greater inherent uncertainty as to whether or not mineralized material can be economically obtained as originally planned and anticipated. Because we do not have any proven or probable reserves, there can be no assurance that a commercially viable deposit exists to support our production capacity in the future, which could have a material adverse effect on our business, financial condition and future results of operations. | | 48 | | | **Our reliance on third-party contractors and consultants to conduct our exploration and development projects exposes us to risks.** In connection with the exploration and development of our projects, we contract and engage third party contractors and consultants to assist with aspects of such projects. As a result, we are subject to a number of risks, some of which are outside our control, including: | | | negotiating agreements with contractors and consultants on acceptable terms; | | | | | | | | | | the inability to replace a contractor or consultant and their operating equipment in the event that either party terminates the agreement; | | | | | | | | | | reduced control over those aspects of exploration or development operations which are the responsibility of the contractor or consultant; | | | | | | | | | | failure of a contractor or consultant to perform under their agreement or disputes relative to their performance; | | | | | | | | | | interruption of exploration or development operations or increased costs in the event that a contractor or consultant ceases their business due to insolvency or other unforeseen events; | | | | | | | | | | failure of a contractor or consultant to comply with applicable legal and regulatory requirements, to the extent they are responsible for such compliance; and | | | | | | | | | | problems of a contractor or consultant with managing their workforce, labor unrest or other employment issues. | | In addition, we may incur liability to third parties as a result of the actions of our contractors or consultants. The occurrence of one or more of these risks could increase our costs, interrupt or delay our exploration or development activities or our ability to access our ores, and adversely affect our liquidity, results of operations and financial position. | | 49 | | | **A shortage of equipment and supplies and/or the time it takes such items to arrive at our projects could adversely affect our ability to operate our business.** **** We are dependent on various supplies and equipment to engage in exploration and development activities. The shortage of such supplies, equipment and parts and/or the time it takes such items to arrive at our project sites could have a material adverse effect on our ability to explore and develop those projects. Such shortages could also result in increased costs and cause delays in exploration and development projects. **Mining development and processing operations pose inherent risks and costs that may negatively impact our business.** Mining development and processing operations involve many hazards and uncertainties, including, among others: | | | metallurgical or other processing problems; | | | | | | | | | | ground or slope failures; | | | | | | | | | | industrial accidents; | | | | | | | | | | unusual and unexpected rock formations or water conditions; | | | | | | | | | | environmental contamination or leakage; | | | | | | | | | | flooding and periodic interruptions due to inclement or hazardous weather conditions or other acts of nature; | | | | | | | | | | fires; | | | | | | | | | | seismic activity; | | | | | | | | | | pandemics adversely affecting the availability of workforces and supplies; | | | | | | | | | | mechanical equipment failure and facility performance problems; and | | | | | | | | | | availability of skilled labor, critical materials, equipment, reagents, and consumable items. | | These occurrences could result in damage to, or destruction of, our properties or planned production facilities, personal injury or death, environmental damage, delays in future mining or processing, increased future production costs, asset write downs, monetary losses and legal liability, any of which could have a material adverse effect on our future development plans and ability to raise additional capital. | | 50 | | | **Failure to adequately manage our growth may seriously harm our business.** We plan to grow our business as rapidly as possible. If we do not effectively manage our future growth, the quality of our anticipated cobalt and copper concentrates and/or intermediates may suffer, which could negatively affect our reputation and demand for our prospective cobalt and copper concentrates and/or intermediates. Our growth may place a significant strain on our managerial, administrative, operational, and financial resources and our infrastructure. Our future success will depend, in part, upon the ability of our senior management to manage growth effectively. This will require us to, among other things: | | | implement additional management information systems; | | | | | | | | | | further develop our operating, administrative, legal, financial, and accounting systems and controls; | | | | | | | | | | hire additional personnel; | | | | | | | | | | develop additional levels of management within our Company; | | | | | | | | | | locate additional office space; | | | | | | | | | | maintain close coordination among our engineering, operations, legal, finance, sales and marketing, and client service and support organizations; and | | | | | | | | | | manage our expanding international operations. | | Moreover, if we generate sales for the first time and if our sales increase, we may be required to concurrently deploy our product infrastructure at multiple additional locations or provide increased levels of customization. As a result, we may lack the resources to deploy our planned products on a timely and cost-effective basis. Failure to accomplish any of these requirements could impair our ability to deliver our cobalt and copper concentrates and/or intermediates in a timely fashion, fulfill existing client commitments, or attract and retain new clients. **If we cannot maintain our corporate culture as we grow, we could lose the innovation, teamwork and focus that contribute crucially to our business.** We believe that a critical component of our success is our corporate culture, which we believe fosters innovation, encourages teamwork, cultivates creativity and promotes focus on execution. We have invested substantial time, energy and resources in building a highly collaborative team that works together effectively in a non-hierarchical environment designed to promote openness, honesty, mutual respect and pursuit of common goals. As we start to develop the infrastructure of a public company and grow, we may find it difficult to maintain these valuable aspects of our corporate culture. Any failure to preserve our culture could negatively impact our future success, including our ability to attract and retain employees, encourage innovation and teamwork and effectively focus on and pursue our corporate objectives. **Our future operating results may fluctuate, which makes our results difficult to predict and could cause our results to fall short of expectations.** Our future revenue and operating results could vary significantly from quarter to quarter and year to year due to a variety of factors, many of which are outside our control. As a result, comparing our operating results on a period-to-period basis may not be meaningful. In addition to other risk factors discussed in this Risk Factors section, factors that may contribute to the variability of our quarterly and annual results include: | | | costs associated with defending any litigation, including intellectual property infringement litigation; | | | | | | | | | | our ability to pursue, and the timing of, entry into new geographic or content markets and, if pursued, our management of this expansion; | | | | | | | | | | the impact of general economic conditions on our revenue and expenses; and | | | | | | | | | | changes in government regulation affecting our business. | | | | 51 | | | **If we are unable to implement and maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock may decline.** As a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such internal control. Further, we are required to report any changes in internal controls on a quarterly basis. In addition, we would be required to furnish a report by management on the effectiveness of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. We will design, implement, and test the internal controls over financial reporting required to comply with these obligations. If we identify material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of its internal control over financial reporting when required, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of the common stock could be negatively affected. We also could become subject to investigations by the stock exchange on which the securities are listed, the Commission, or other regulatory authorities, which could require additional financial and management resources. **The requirements of being a public company may strain our resources, divert managements attention, and affect our ability to attract and retain executive management and qualified board members.** In addition to the costs of compliance with having our shares listed on the OTCQB of the OTC Markets, there are substantial penalties that could be imposed upon us if we fail to comply with all regulatory requirements. As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, or the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources, particularly after we are no longer an emerging growth company. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, managements attention may be diverted from other business concerns, which could adversely affect our business and operating results. Although we have already hired additional employees to comply with these requirements, we may need to hire more employees in the future or engage outside consultants, which will increase our costs and expenses. In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. For example, the concept of impact Materiality, related to a companys reporting for impacts on the economy, environment and people, will eventually create a double materiality standard, when combined with financial materiality, which could cause risks emanating from the level of overall required disclosures, for which Chilean Cobalt would expect to mitigate based on its proactive approach to sustainability and its alignment with emerging leading global standards. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of managements time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected. | | 52 | | | However, for as long as we remain an emerging growth company as defined in the JOBS Act, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We may take advantage of these reporting exemptions until we are no longer an emerging growth company. We also expect that being a public company and adhering to these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers. As a result of disclosure of information in this Annual Report on Form 10-K and in filings required of a public company, our business and financial condition will become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and operating results could be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business and operating results. **We are an emerging growth company and subject to less rigorous public reporting requirements and cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors.** We are a public reporting company under the Exchange Act, and must publicly report on an ongoing basis as an emerging growth company (as defined in the Jumpstart Our Business Startups Act of 2012, which we refer to as the JOBS Act) under the reporting rules set forth under the Exchange Act. For so long as we remain an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not emerging growth companies, including but not limited to: | | | not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; | | | | | | | | | | taking advantage of extensions of time to comply with certain new or revised financial accounting standards; | | | | | | | | | | being permitted to comply with reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and | | | | | | | | | | being exempt from the requirement to hold a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. | | We expect to take advantage of these reporting exemptions until we are no longer an emerging growth company. We could be an emerging growth company for up to five years, circumstances could cause us to lose that status earlier, including if the market value of our common stock held by non-affiliates exceeds $700 million, if we issue $1 billion or more in non-convertible debt during a three-year period, or if our annual gross revenues exceed $1 billion. We would cease to be an emerging growth company on the last day of the fiscal year following the date of the fifth anniversary of our first sale of common equity securities under an effective registration statement or a fiscal year in which we have $1 billion in gross revenues. Finally, at any time we may choose to opt-out of the emerging growth company reporting requirements. If we choose to opt out, we will be unable to opt back in to being an emerging growth company. | | 53 | | | We are required to file periodic reports with the Securities and Exchange Commission (the SEC) pursuant to the Exchange Act and the rules and regulations promulgated thereunder. We cannot predict if investors will find our common stock less attractive because we may rely on the emerging growth company and smaller reporting company exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. **We are a smaller reporting company and will be exempt from certain disclosure requirements, which could make our common stock less attractive to potential investors.** Rule 12b-2 of the Exchange Act defines a smaller reporting company as an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that: | | | had a public float of less than $75 million as of the last business day of its most recently completed second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity; or | | | | | | | | | | in the case of an initial registration statement under the Securities Act, or the Exchange Act of 1934, as amended, which we refer to as the Exchange Act, for shares of its common equity, had a public float of less than $75 million as of a date within 30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public offering price of the shares; or | | | | | | | | | | in the case of an issuer whose public float as calculated under paragraph (1) or (2) of this definition was zero, had annual revenues of less than $50 million during the most recently completed fiscal year for which audited financial statements are available. | | As a smaller reporting company, we are not required and may not include a Compensation Discussion and Analysis section in our proxy statements; we will provide only two years of financial statements; and we need not provide the table of selected financial data. We also will have other scaled disclosure requirements that are less comprehensive than issuers that are not smaller reporting companies which could make our common stock less attractive to potential investors, which could make it more difficult for our stockholders to sell their shares. **As a result of becoming a public company, we are obligated to develop and maintain proper and effective internal control over financial reporting. We may not complete our analysis of our internal control over financial reporting in a timely manner, or these internal controls may not be determined to be effective, which may adversely affect investor confidence in us and, as a result, the value of our common stock**.* We are required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting, as well as a statement that our independent registered public accounting firm has issued an opinion on our internal control over financial reporting. We are in the very early stages of the costly and challenging process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404. We may not be able to complete our evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal controls are effective. | | 54 | | | If we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal controls, we could lose investor confidence in the accuracy and completeness of our financial reports, which would cause the price of our common stock to decline, and we may be subject to investigation or sanctions by the SEC. We are required to disclose changes made in our internal control and procedures on a quarterly basis. However, our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an emerging growth company as defined in the JOBS Act if we take advantage of the exemptions contained in the JOBS Act. Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an emerging growth company. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating. Our remediation efforts may not enable us to avoid a material weakness in the future. **** **As an emerging growth company, our auditor is not required to attest to the effectiveness of our internal controls.** Our independent registered public accounting firm is not required to attest to the effectiveness of our internal control over financial reporting while we are an emerging growth company. This means that the effectiveness of our financial operations may differ from our peer companies in that they may be required to obtain independent registered public accounting firm attestations as to the effectiveness of their internal controls over financial reporting and we are not. While our management will be required to attest to internal control over financial reporting and we will be required to detail changes to our internal controls on a quarterly basis, we cannot provide assurance that the independent registered public accounting firms review process in assessing the effectiveness of our internal controls over financial reporting, if obtained, would not find one or more material weaknesses or significant deficiencies. Further, once we cease to be an emerging growth company, we will be subject to independent registered public accounting firm attestation regarding the effectiveness of our internal controls over financial reporting. Even if management finds such controls to be effective, our independent registered public accounting firm may decline to attest to the effectiveness of such internal controls and issue a qualified report. **Members of our board of directors and our executive officers will have other business interests and obligations to other entities.** Neither our directors nor our executive officers will be required to manage the Company as their sole and exclusive function and they may have other business interests and may engage in other activities in addition to those relating to us, provided that such activities do not compete with our business or otherwise breach their agreements with us. We are dependent on our directors and executive officers to successfully operate our Company. Their other business interests and activities could divert time and attention from operating our business. **Our business could be adversely affected by natural disasters, public health crises, political crises or other unexpected events for which we may not be sufficiently insured.** Natural disasters and other adverse weather and climate conditions, pandemics, public health crises, political crises, terrorist attacks, war and other political instability or other unexpected events could disrupt our operations, damage one or more of our locations, or prevent short- or long-term access to one or more of our locations. Our projects are located in the vicinity of disaster zones, including flood and earthquake zones in Chile. Such locations may be the target of terrorist or other attacks. Although we believe we are adequately insured with respect to all of our consolidated operations, there are certain types of losses that we do not insure against because they are either uninsurable or not insurable on commercially reasonable terms. Should an uninsured event or a loss in excess of our insured limits occur, we could lose some or all of the capital invested in, and anticipated future revenues from, the affected locations, and we may nevertheless continue to be subject to obligations related to those locations. | | 55 | | | **Risks Related to Environmental Factors** **** **We, our future operations, planned facilities, prospective products and raw materials are subject to environmental,****health and safety laws and regulations, and costs to comply with, and liabilities related to, these laws and regulations could adversely affect our business.** We are subject to extensive federal, state, local, and foreign environmental and safety laws, regulations, directives, rules and ordinances concerning, among other things, employee health and safety, the composition of our planned products, the discharge of pollutants into the air and water, the management and disposal of hazardous substances and wastes, the usage and availability of water, the cleanup of contaminated properties (including the federal Comprehensive Environmental Response, Compensation and Liability Act, commonly known as CERCLA or Superfund, in the U.S., and similar foreign and state laws) and the reclamation of our future mine extraction operations and certain other assets at the end of their useful life. In addition, our future production facilities will require numerous operating permits. Due to the nature of these requirements and changes in our planned operations, we may incur substantial capital and operating costs, which may have a material adverse effect on our results of operations. We currently do not have any production facilities in place as these are all in the future planning stages at this time and accordingly, we have not yet started the permit process in respect to such planned production facilities. We may also incur substantial costs, including fines, damages, criminal or civil sanctions and remediation costs, or experience interruptions in our operations, for violations arising under these laws and regulations or permit requirements. In addition, we may be required to either modify existing or obtain new permits to meet our capacity expansion plans. We may be unable to modify or obtain such permits or if we can, it may be costly to do so. Furthermore, environmental, health and safety laws and regulations are subject to change and have become increasingly stringent in recent years. Future environmental, health and safety laws and regulations could require us to alter our production processes, acquire pollution abatement or remediation equipment, modify our planned products or incur other expenses, which could harm our business and results of operations. If we violate environmental, health and safety laws or regulations, in addition to being required to correct such violations, we can be held liable in administrative, civil or criminal proceedings for substantial fines and other sanctions could be imposed that could disrupt or limit our operations. Liabilities associated with the investigation and cleanup of hazardous substances, as well as personal injury, property damages or natural resource damages arising from the release of, or exposure to, such hazardous substances, may be imposed without regard to violations of laws or regulations or other fault, and may also be imposed jointly and severally. Such liabilities may also be imposed on many different entities, including, for example, current and prior property owners or operators, as well as entities that arranged for the disposal of the hazardous substances. **Environmental regulations could require us to make significant expenditures or expose us to potential liability.** To the extent we become subject to environmental liabilities, the payment of such liabilities or the costs that we may incur, including costs to remedy environmental pollution, would reduce funds otherwise available to us and could have a material adverse effect on our financial condition, results of operations, and liquidity. If we are unable to fully remedy an environmental violation or release of hazardous substances, we might be required to suspend operations or enter into interim compliance measures pending completion of the required remedy or corrective action. The environmental standards that may ultimately be imposed at a mine site can vary and may impact the cost of remediation. Actual remedial costs may exceed the financial accruals that have been made for such remediation. Additionally, the timing of the remedial costs may be materially different from the current remediation plan. The potential exposure may be significant and could have an adverse effect on our financial condition and results of operations. Moreover, governmental authorities and private parties may bring lawsuits based upon damage to property or natural resources and injury to persons resulting from the environmental, health and safety impacts of our past and current operations, which could lead to the imposition of substantial fines, remediation costs, penalties, injunctive relief and other civil and criminal sanctions. Substantial costs and liabilities, including those required to restore the environment after the closure of our projects, are inherent in our operations. We cannot provide any assurance that any such law, regulation, enforcement or private claim will not have a negative effect on our business, financial condition or results of operations. | | 56 | | | **Climate-related transition risks, including evolving regulatory, market and customer requirements, could materially increase our costs, restrict our access to markets, or impair the commercial viability of our future products.** In addition to physical climate risks, we may be adversely affected by transition risks associated with the global shift toward lower-carbon technologies and more stringent climate-related regulation. These risks include potential carbon-pricing mechanisms, mandatory emissions-reporting requirements, restrictions on the carbon intensity of mineral production, and increased expectations from customers, lenders, and supply-chain partners regarding greenhouse-gas reductions, renewable-energy use, and responsible-sourcing practices. Our future operations may require significant capital investment to comply with such requirements, and failure to meet evolving expectations could limit our ability to sell products to key customers, access financing, or participate in certain supply chains. These transition risks may materially and adversely affect our business, prospects, financial condition, and results of operations. **Our ability to secure and maintain adequate water rights and comply with water-use and water-quality regulations may materially affect our operations.** Mining operations require significant water resources, and we may face competition from local communities, agriculture, or other industries. Regulatory constraints, drought conditions, or community opposition could limit our access to water. We may also be subject to stringent discharge and water-quality requirements. Inability to secure or maintain necessary water rights could materially affect our business. **We may be subject to significant liabilities associated with tailings, waste-rock management, or legacy environmental conditions at or near our project sites.** Mining operations generate tailings and waste rock that must be managed in compliance with evolving standards. We may also face liability for historic environmental conditions at the La Cobaltera site or surrounding areas, even if caused by prior operators. Tailings failures, instability, or regulatory changes could result in substantial remediation costs, penalties, or operational restrictions. **Our operations may be adversely affected by energy-price volatility, grid reliability issues, or requirements to use renewable energy.** Mining and processing activities require significant energy inputs. Changes in energy markets, regulatory requirements, or grid reliability may materially affect our operations and costs. **The technical and environmental performance of potential processing technologies, including bioleaching, remains uncertain and may not be commercially viable at scale.** Pilot-scale results may not translate to commercial operations. Regulatory acceptance of new technologies may be limited, and environmental impacts may differ from expectations. | | 57 | | | **Risks Related to Social and Community Factors** **** **We may face community opposition, social-license challenges, or obligations to consult with indigenous or local communities, any of which could delay or prevent project development.** Mining projects often face scrutiny from local communities, NGOs, and other stakeholders. Community concerns regarding environmental impacts, water use, land access, or cultural heritage could result in protests, legal challenges, or political pressure. Failure to obtain or maintain social license to operate could materially delay or prevent project advancement. **We may be required to engage in formal consultation processes with Indigenous or local communities, and failure to do so could result in delays, legal challenges, or reputational harm.** Mining activities in northern Chile, including in the Atacama Region where our La Cobaltera project is located, may affect Indigenous communities whose ancestral territories overlap or are in proximity to current and prospective mining concessions, including Colla and Diaguita communities recognized under Chilean law. Chile has ratified ILO Convention 169 and is subject to international standards regarding Indigenous rights, including consultation and, in some circumstances, free, prior and informed consent (FPIC). In practice, Indigenous communities in the Atacama Region have raised concerns about mining-related impacts on land, water, ecosystems, and cultural practices, and have challenged projects where they believe consultation has been inadequate or their rights have not been respected. As our projects advance, we may be required to engage in formal consultation processes with Indigenous or local communities under Chilean environmental and Indigenous-rights frameworks, as well as to meet expectations embedded in ESG assurance standards such as IRMA and Digbee, which emphasize respect for Indigenous rights, culturally appropriate engagement, and documentation of consultation processes. Failure to identify potentially affected Indigenous communities, to conduct consultation processes that are viewed as legitimate, or to meet evolving expectations under these frameworks could result in delays, legal challenges, additional mitigation or compensation requirements, reputational harm, or the inability to secure or maintain necessary permits or commercial relationships. **We may face challenges in recruiting, training, and retaining a skilled workforce, and our reliance on contractors may expose us to additional safety and compliance risks.** Labor shortages, training gaps, or contractor non-compliance could result in safety incidents, regulatory violations, or operational delays. **We may be subject to emerging human-rights due-diligence laws that impose obligations on our operations and supply chain.** Failure to comply with emerging human-rights due-diligence laws could result in penalties, litigation, and/or loss of market access. **Risks Related to Governance, Regulatory and Financing Factors** **** **Our business and financial results may be adversely affected by various legal and regulatory proceedings.** We are involved from time to time in legal and regulatory proceedings, which may be material in the future. The outcome of proceedings, lawsuits and claims may differ from our expectations, leading us to change estimates of liabilities and related insurance receivables. Legal and regulatory proceedings, whether with or without merit, and associated internal investigations, may be time-consuming and expensive to prosecute, defend or conduct, divert managements attention and other resources, inhibit our ability to sell our planned products, result in adverse judgments for damages, injunctive relief, penalties and fines, and otherwise negatively affect our business. | | 58 | | | **We are subject to numerous governmental permits that are difficult to obtain and we may not be able to obtain or renew all of the permits we require, or such permits may not be timely obtained or renewed.** **** In the ordinary course of business we are required to obtain and renew governmental permits for our current limited operations at our projects. We will also need additional governmental permits to accomplish our long-term plans to mine cobalt, copper and rare earth elements under plans yet to be developed. Obtaining or renewing the necessary governmental permits is a complex and time-consuming process involving costly undertakings by us. The duration and success of our efforts to obtain and renew permits are contingent upon many variables not within our control, including the interpretation of applicable requirements implemented by the permitting authority and intervention by third parties in any required environmental review. We may not be able to obtain or renew permits that are necessary on a timely basis or at all, and the cost to obtain or renew permits may exceed our estimates. Failure to comply with the terms of our permits may result in injunctions, fines, suspension or revocation of permits and other penalties. We can provide no assurance that we have been, or will at all times be, in full compliance with all of the terms of our permits or that we have all required permits. The costs and delays associated with compliance with these permits and with the permitting process could alter all or a portion of any mine plan we may propose in the future, delay or stop us from proceeding with the development of our projects or increase the costs of development or production, any or all of which may materially and/or adversely affect our business, prospects, results of operations, financial condition and liquidity. **Evolving ESG-related regulations, responsible-sourcing requirements, and due-diligence expectations may impose significant costs on our business and could limit our ability to access certain markets or financing sources.** Global expectations for environmental, social, and governance (ESG) performance are evolving rapidly, and we may be required to comply with a growing number of responsible-sourcing, traceability, and due-diligence requirements imposed by regulators, investors, customers, and downstream supply-chain partners. Battery and electric-vehicle manufacturers increasingly require verified responsible-sourcing practices, independent ESG assurance, and detailed documentation of environmental and social impacts across the supply chain. These expectations continue to expand as the European Union implements new sustainability regulations, including the Corporate Sustainability Reporting Directive (CSRD) and the proposed Corporate Sustainability Due Diligence Directive (CSDDD), which may indirectly apply to us through our customers or commercial partners. Similar expectations are emerging in the United States, where changes in Congressional control or federal agency priorities could result in new disclosure requirements, enhanced enforcement, or expanded due-diligence obligations for critical-minerals supply chains. In Chile, the incoming administration has indicated that it intends to review and potentially reform aspects of the countrys mining, environmental, and consultation frameworks, with a stated focus on improving regulatory predictability, streamlining administrative processes, and strengthening technical capacity. While the administration has emphasized support for mining investment, Chile remains subject to domestic and international obligations related to environmental protection, water governance, and Indigenous rights, including ILO Convention 169 and the requirements of the Environmental Impact Assessment System (SEIA). As a result, the scope, timing, and implementation of future regulatory changes remain uncertain and may affect the expectations placed on mining companies operating in the country. In addition, ESG assurance frameworks such as IRMA and Digbee continue to update their standards, raising expectations for transparency, stakeholder engagement, and independent verification. Meeting these evolving requirements may require significant investment in systems, personnel, and third-party assessments. Failure to comply with these expectations, or to demonstrate credible progress toward them, could limit our ability to access certain markets, secure financing from institutional investors or government agencies, or maintain commercial relationships with downstream customers. | | 59 | | | **Failure to meet responsible-sourcing, traceability, or ESG-performance requirements imposed by customers or supply-chain partners could limit our ability to sell our future products.** Battery, magnet, and electric-vehicle manufacturers increasingly require verified responsible-sourcing practices, traceability systems, and independent ESG assurance from upstream suppliers. Many downstream customers now require documentation of environmental and social impacts, greenhouse-gas emissions, water use, community engagement, and human-rights due diligence across the supply chain. These expectations are being reinforced by new and emerging regulations, including the European Unions Corporate Sustainability Reporting Directive (CSRD) and the proposed Corporate Sustainability Due Diligence Directive (CSDDD), which may indirectly apply to us through our customers or commercial partners. In the United States, changes in Congressional control or federal agency priorities could result in expanded disclosure obligations or enhanced enforcement related to critical-minerals sourcing, traceability, and ESG performance. Responsible-sourcing and ESG-assurance frameworks such as IRMA and Digbee increasingly influence the expectations of downstream customers, investors, and supply-chain partners. The current versions of these frameworks already require detailed documentation of environmental and social impacts, traceability of materials, stakeholder-engagement processes, and independent verification of performance. As these standards continue to evolve, future updates may expand the scope or depth of required disclosures, introduce new performance metrics, or raise expectations for verification, community engagement, or environmental management. Meeting both current and future requirements may require significant investment in systems, personnel, monitoring, and third-party assessments. Failure to comply with these expectations, or to demonstrate credible progress toward them, could limit our ability to access certain markets, secure financing from institutional investors or government agencies, or maintain commercial relationships with downstream customers. **Unanticipated changes in our tax provisions, variability of our effective tax rate, the adoption of new tax legislation or exposure to additional tax liabilities could impact our financial performance.** We operate in multiple jurisdictions, which contributes to the volatility of our effective tax rate. Our future effective tax rates may be materially impacted by numerous items including: a future change in the composition of earnings from foreign and domestic tax jurisdictions; accounting for uncertain tax positions; business combinations; expiration of statutes of limitations or settlement of tax audits; changes in valuation allowances; and changes in tax law. We are also subject to ongoing tax audits in various jurisdictions. Tax authorities may disagree with our intercompany charges, cross-jurisdictionaltransfer pricing or other matters, and may assess additional taxes as a result. There can be no assurance that we will accurately predict the outcomes of these audits, and the amounts ultimately paid upon resolution of audits could be materially different from the amounts previously included in our income tax expense and therefore could have a material impact on our tax provision, net income and cash flows. If these audits result in assessments different from amounts reserved, future financial results may include unfavorable adjustments to our tax liabilities. **** **Our participation in ESG assurance frameworks may expose us to additional scrutiny, costs, and reputational risks.** Poor scores, adverse findings, or failure to demonstrate progress could harm our reputation or limit access to financing. Participation in ESG assurance frameworks can entail annual costs for ratings and affiliation, independent assessments and other indirect costs for demonstrating compliance. | | 60 | | | **Our governance systems, ESG processes, and internal controls are still being developed and may not be sufficient to support future operational or regulatory requirements.** As a pre-operational company, many of our governance systems, ESG processes, and internal controls are still being developed and have not yet been tested under operational conditions. As regulatory expectations, responsible-sourcing requirements, and stakeholder expectations continue to evolve, we may be required to implement additional policies, procedures, monitoring systems, and internal controls to support future operational, regulatory, and reporting obligations. Investors, lenders, and downstream supply-chain partners increasingly expect mining companies to demonstrate mature governance practices, including documented risk-management systems, traceability and chain-of-custody controls, community-engagement processes, and independent ESG assurance. ESG assurance frameworks such as IRMA and Digbee also influence expectations for governance maturity, and updates to these frameworks may expand the scope or depth of required disclosures, introduce new performance metrics, or raise expectations for verification, stakeholder engagement, or environmental and social management. Meeting these expectations may require significant investment in systems, personnel, and third-party assessments. In addition, regulatory expectations in the United States and the European Union continue to evolve, including potential changes in federal agency priorities, Congressional oversight, and the implementation of EU sustainability regulations such as the Corporate Sustainability Reporting Directive (CSRD) and the proposed Corporate Sustainability Due Diligence Directive (CSDDD). In Chile, the incoming administration has indicated that it intends to review aspects of the countrys mining, environmental, and consultation frameworks, creating uncertainty regarding future governance and compliance requirements. As a result, our current systems and processes may not be sufficient to meet future operational, regulatory, or stakeholder expectations, which could delay project advancement, increase compliance costs, or limit our ability to access certain markets or financing sources. **ESG-related concerns may delay or limit our ability to obtain financing or increase our cost of capital.** Lenders, including U.S. government financing agencies, may require extensive ESG diligence, independent assessments, or evidence of governance maturity. ESG diligence conducted by lenders or required as part of financing processes may identify gaps, areas for improvement, or additional expectations that could affect the availability, scope, or terms of financing. Any such findings could increase our cost of capital, delay financing decisions, or require us to pursue alternative sources of funding. **Changes in Chilean mining law, tax regimes, regulatory requirements, or political conditions could materially affect our operations.** Chiles legal, regulatory, and political environment for mining is subject to change, and future reforms could materially affect our ability to advance our projects. The incoming administration has indicated that it intends to review aspects of the countrys mining, environmental, and consultation frameworks, with a stated focus on improving regulatory predictability, streamlining administrative processes, and strengthening technical capacity. While the administration has emphasized support for mining investment, the scope, timing, and implementation of potential reforms remain uncertain. Changes to mining law, environmental permitting requirements, water-governance rules, Indigenous consultation processes, or land-use regulations could increase compliance obligations, alter project timelines, or require additional engagement, documentation, or mitigation measures. Chiles mining tax regime has been the subject of significant debate in recent years, including the development and passage of a new royalty framework and ongoing discussion about whether further adjustments are needed to balance competitiveness and public revenue. Future changes to royalties, corporate tax rates, or sector-specific fiscal measures could affect project economics and materially impact our business. In addition, Chile remains subject to domestic and international obligations related to environmental protection, water resources, and Indigenous rights, including ILO Convention 169 and the requirements of the Environmental Impact Assessment System (SEIA). Political transitions, shifts in legislative priorities, or changes in the composition of Congress could influence how these obligations are interpreted or enforced. As a result, our future operations may be affected by changes in law, regulation, or political conditions that increase costs, delay permitting, require modifications to project design, or limit our ability to obtain or maintain necessary approvals. Any such changes could materially and adversely affect our business, prospects, financial condition, and results of operations. | | 61 | | | **We may face risks related to transportation infrastructure, port capacity, fuel availability, or labor disruptions that could delay or increase the cost of delivering our products.** Our ability to transport materials from our project sites to customers depends on regional and international logistics systems that are outside our control. In northern Chile, mining companies rely heavily on limited transportation corridors, including road networks that may be affected by weather events, maintenance constraints, or congestion. If we export through the Port of Huasco or other regional ports, our operations could be affected by port-capacity limitations, berth availability, equipment outages, or labor disruptions involving port operators, stevedores, or customs personnel. Fuel availability and price volatility in Chile or along international shipping routes could also increase transportation costs. Shipments to North America may transit the Panama Canal, which has experienced periodic restrictions due to drought conditions, vessel-traffic congestion, and operational constraints. Any future limitations on canal capacity, draft restrictions, or transit delays could increase shipping times or costs, or require rerouting through longer and more expensive alternatives. Global shipping markets are also subject to disruptions caused by geopolitical tensions, changes in maritime insurance requirements, piracy risks, or congestion at major transshipment hubs. Labor actions affecting trucking, rail, port operations, or maritime transportwhether in Chile, at the Panama Canal, or at receiving portscould delay deliveries or increase logistics costs. Climate-related events, including heavy rainfall, flooding, landslides, or coastal storms, may also disrupt transportation infrastructure or port operations. Any of these factors could materially delay or increase the cost of delivering our products to customers and could adversely affect our business, financial condition, or results of operations. **Risks Related to Ownership of Our Common Stock and Lack of Liquidity** **** **An active trading market for our common stock may not develop and you may not be able to resell your shares at or above the price that you paid.** As of the present time, there has been a steadily growing public market, but certainly not a liquid and active trading market for shares of our common stock. In the absence of an active trading market for our common stock, investors may not be able to sell their common stock at or above the price that you paid or at the time that they would like to sell. The OTCQB, as with other public markets, has from time-to-time experienced significant price and volume fluctuations. As a result, the market price of shares of our common stock may be similarly volatile, and holders of shares of our common stock may from time to time experience a decrease in the value of their shares, including decreases unrelated to our operating performance or prospects. The price of shares of our common stock could be subject to wide fluctuations in response to a number of factors, including those listed in this Risk Factors section of this Annual Report on Form 10-K. No assurance can be given that the market price of shares of our common stock will not fluctuate or decline significantly in the future or that stockholders will be able to sell their shares when desired on favorable terms, or at all. | | 62 | | | **Our stock price may be volatile.** The market price of our common stock has exhibited and is likely to continue exhibiting volatile behavior. The market price could fluctuate widely in price in response to various potential factors, many of which will be beyond our control, including the following: | | | services by the Company or its competitors; | | | | | | | | | | additions or departures of key personnel; | | | | | | | | | | our ability to execute its business plan; | | | | | | | | | | operating results that fall below expectations; | | | | | | | | | | loss of any strategic relationship; | | | | | | | | | | industry developments; | | | | | | | | | | economic and other external factors; and | | | | | | | | | | period-to-period fluctuations in our financial results. | | In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and/or adversely affect the market price of our common stock. In the past, certain companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our managements attention from other business concerns, which could seriously harm our business. **** **If securities or industry analysts do not publish research or reports about our business, or they publish negative reports about our business, our share price and trading volume could decline.** The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business, our market, and our competitors. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade our shares or publish negative views on us or our shares, our share price would likely decline. If one or more of these analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline. **Our common stock is currently deemed to be penny stock, which makes it more difficult for investors to sell their shares***.* Our common stock is and will be subject to the penny stock rules adopted under section 15(g) of the Exchange Act. The penny stock rules apply to companies whose common stock is not listed on the Nasdaq Stock Market or other national securities exchange and trades at less than $5.00 per share or that have tangible net worth of less than $5,000,000 ($2,000,000 if we have been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than established customers complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If we remain subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for our securities. If our securities are subject to the penny stock rules, investors will find it more difficult to dispose of our securities. **** **** **** **** **** | | 63 | | | **** **FINRA sales practice requirements may limit a stockholders ability to buy and sell our stock.** In addition to the penny stock rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative, low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customers financial status, tax status, investment objectives and other information. The FINRA requirements may make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity in our common stock. As a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a stockholders ability to resell shares of our common stock. **Our securities holders may face significant restrictions on the resale of our securities due to state Blue Sky laws.** Each state has its own securities laws, often called blue sky laws, which (i) limit sales of securities to a states residents unless the securities are registered in that state or qualify for an exemption from registration, and (ii) govern the reporting requirements for broker-dealers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or the transaction must be exempt from registration. The applicable broker must be registered in that state. We do not know whether our common stock will be registered or exempt from registration under the laws of any state. With our securities being currently quoted on the OTCQB, a determination regarding registration must be made by those broker-dealers, if any, who agree to serve as the market-makers for our common stock. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our common stock. You should therefore consider the resale market for our common stock to be limited, as you may be unable to resell your common stock without the significant expense of state registration or qualification. **** **Substantial future sales of shares of our common stock could cause the market price of our common stock to decline.** The market price of shares of our common stock could decline as a result of substantial sales of our common stock, particularly sales by our directors, executive officers and significant stockholders, a large number of shares of our common stock becoming available for sale or the perception in the market that holders of a large number of shares intend to sell their shares. **** **We do not intend to pay dividends for the foreseeable future.** We have never declared or paid any cash dividends on our common stock and do not intend to pay any cash dividends in the foreseeable future. We anticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our board of directors. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments. **Stockholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through issuance of additional shares of our common stock.** We have no committed source of financing. Wherever possible, we may attempt to use non-cash consideration to satisfy obligations or obtain financing. Our board of directors has authority, without action or vote of the stockholders, to issue all or part of the authorized but unissued classes of stock. In addition, if a trading market develops for our common stock, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to market. These actions would result in dilution of the ownership interests of existing stockholders and may further dilute the common stock book value, and that dilution may be material. | | 64 | | | **If we fail to maintain effective internal control over financial reporting, the price of our securities may be adversely affected.** Our internal control over financial reporting may have weaknesses and conditions that could require correction or remediation, the disclosure of which may have an adverse impact on the price of our common stock. We are required to establish and maintain appropriate internal control over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely affect our public disclosures regarding our business, prospects, financial condition or results of operations. In addition, managements assessment of internal control over financial reporting may identify weaknesses and conditions that need to be addressed in our internal control over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting or disclosure of managements assessment of our internal control over financial reporting may have an adverse impact on the price of our common stock. **Shares eligible for future sale may adversely affect the market.** From time to time, certain of our stockholders may be eligible to sell all or some of their shares of common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144 promulgated under the Securities Act, subject to certain limitations. Pursuant to Rule 144, non-affiliate stockholders may sell freely after six months, subject only to the current public information requirement. Affiliates may sell after six months, subject to the Rule 144 volume, manner of sale (for equity securities), current public information, and notice requirements. Of the approximately 56,409,930 shares of our common stock outstanding as of March 31, 2026, 34,600,975 shares could be presently tradable without restriction. Given the likely limited trading of our common stock, resale of even a small number of shares of our common stock pursuant to Rule 144 or an effective registration statement may adversely affect the market price of our common stock. **Because we may not be subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protection against interested director transactions, conflicts of interest and similar matters.** The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York Stock Exchange and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions, we have not yet adopted these measures. We do not currently have independent audit or compensation committees, although all directors currently constitute our audit committee. As a result, our officers and directors have the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations. We intend to comply with all corporate governance measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles. | | 65 | | | **Our Articles of Incorporation and our bylaws provide that the state and federal courts of the State of Nevada will be the sole and exclusive forum for substantially all disputes between us and our shareholders, which could limit our stockholders ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.** Section 19 our Articles of Incorporation and Section 7.4 of our bylaws, provide that, unless we consent in writing to the selection of an alternative forum, the state and federal courts of the State of Nevada will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or our stockholders, (iii) an action asserting a claim arising pursuant to any provision of the NRS, or (iv) any action asserting a claim governed by the internal affairs doctrine. Additionally, pursuant to Section 19 our Articles of Incorporation and Section 7.4 of our bylaws, the prevailing parties of any such actions will be entitled to recover from the other party reasonable attorneys fees, costs and expenses incurred in connection with the prosecution or defense of such action. However, these forum clauses will not apply to claims which are vested in the exclusive jurisdiction of a court or forum other than state and federal courts in the State of Nevada. For instance, these exclusive forum provisions will not apply to actions arising under federal securities laws, including suits brought to enforce any liability or duty created by the Securities Act, the Exchange Act, or the rules and regulations thereunder. These provisions will not apply to suits brought to enforce a duty or liability created by the Exchange Act. It is possible that a court of law could rule that these choice of forum provisions are inapplicable or unenforceable if challenged in a proceeding or otherwise. Therefore, these exclusive forum provisions will not relieve us of our duty to comply with the federal securities laws and the rules and regulations thereunder, and shareholders will not be deemed to have waived our compliance with these laws, rules and regulations. These exclusive forum provisions may limit a shareholders ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us or our directors, officers or other employees. In addition, shareholders who do bring a claim in the state or federal court in the State of Nevada could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near Nevada. The state or federal court of the State of Nevada may also reach different judgments or results than would other courts, including courts where a shareholder would otherwise choose to bring the action, and such judgments or results may be more favorable to us than to our shareholders. However, the enforceability of similar exclusive forum provisions in other companies articles of incorporation and bylaws have been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings. If a court were to find these exclusive forum provisions to be inapplicable or unenforceable in an action, we might incur additional costs associated with resolving such action in other jurisdictions. | | 66 | | | **ITEM 1B. UNRESOLVED STAFF COMMENTS** None. **ITEM 1C. CYBERSECURITY** **** **Cybersecurity Risk Management and Strategy** We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats, as such term is defined in Item106(a) of Regulation S-K. These risks include, among other things: operational risks, intellectual property theft, fraud, extortion, harm to employees or customers and violation of data privacy or security laws. We use a third-party vendor to provide a suite of services to assess, identify, and manage material risks from cybersecurity threats. These services include providing us with a secure email platform, including content examination and data leak prevention; system monitoring and support, including patch management, anti-virus and threat hunting services; and system backup and recovery services. As we expand our business operations, we plan to evaluate the development of enhanced processes that will allow for the identification and assessment of cybersecurity risk that will be integrated into an overall risk management system, which will be managed by senior management and overseen by the Board of Directors. As part of these developments, we plan to identify and address cybersecurity risks related to our business, privacy and compliance issues through a multi-faceted approach that is expected to include third-party assessments, internal information technology (IT) audit, IT security, governance, risk and compliance reviews. In connection with these planned approaches, and to defend, detect and respond to cybersecurity incidents, we, among other things, will consider: conducting proactive privacy and cybersecurity reviews of systems and applications, audits of applicable data policies, performing penetration testing using external third-party tools and techniques to test security controls, conducting employee training, monitoring emerging laws and regulations related to data protection and information security, and implementing appropriate changes. As part of the above-planned processes, we may engage external auditors and consultants with expertise in cybersecurity to assess our internal cybersecurity programs and compliance with applicable practices and standards. We plan to design our risk management program to also assess third-party risks, and we plan to perform third-party risk management to identify and mitigate risks from third parties, such as vendors, suppliers, and other business partners associated with our use of third-party service providers. In addition to new vendor onboarding, we plan to perform risk management during third-party cybersecurity compromise incidents to identify and mitigate risks to us from third-party incidents. **Cybersecurity Governance** We expect that cybersecurity will become an important part of our risk management processes and an area of focus for our Board of Directors and management. We expect that our Board of Directors will be responsible for the oversight of risks from cybersecurity threats. We expect our senior management will provide our Board of Directors updates on at least an annual basis regarding matters of cybersecurity. This is expected to include existing and new cybersecurity risks, status on how management is addressing and/or mitigating those risks, cybersecurity and data privacy incidents (if any) and status on key information security initiatives. We expect that our Board members will also engage in periodic conversations with management on cybersecurity-related news events and discuss any updates to our cybersecurity risk management and strategy programs. Currently, our Chief Operating Officer is expected to lead our cybersecurity risk assessment and management processes and oversee their implementation and maintenance. Our Chief Operating Officer will be tasked with staying informed about, and monitoring the prevention, mitigation, detection and remediation of cybersecurity incidents through his management of, and participation in, the cybersecurity risk management and strategy processes we plan to develop and as described above, including the operation of an incident response plan, and report to the Board of Directors on any appropriate items. | | 67 | | | **ITEM 2. PROPERTIES** Our corporate offices are located at 1199 Lancaster Ave, Suite 107, Berwyn, Pennsylvania 19312. Genlith, Inc., a company that was formerly our majority shareholder and was founded by our current Chief Operating Officer, Jeremy McCann, and by our former director and former Chief Executive Officer, Greg Levinson, allows us to share this office at no cost by verbal agreement among the two entities. Baltums corporate offices are located at Los Militares, Street No. 5620, Office No. 905, Las Condes, Metropolitan Region, Chile. We believe that these locations are suitable and adequate for our current operations. **ITEM 3. LEGAL PROCEEDINGS** From time to time, we are involved in various claims and legal actions arising in the ordinary course of business. There are no legal proceedings currently pending against us which we believe would have a material effect on our business, financial position or results of operations and, to the best of our knowledge, there are no such legal proceedings contemplated or threatened. We may be subject to a fine imposed by the National Forestry Corporation of the Atacama Region (CONAF),on our subsidiary Baltum Mineria SpA (Baltum), which is currently being negotiated by Baltums counsel and CONAF, of up to $4,000, which may be reduced by as much as 50%. This is in connection with a self-report made by Baltum to CONAF on May 13, 2019, reporting the involuntary cutting of certain vegetation species in the La Cobaltera sector. Since Baltum made a self-report to CONAF, the applicable fine may be reduced by as much as 50%. We do not believe that this fine, even if imposed in the full amount, will have any material effect on our business, financial position or results of operations. **ITEM 4. MINE SAFETY DISCLOSURES** The Company and its subsidiary are not engaged in any mining operations at this time. **** **** **** **** | | 68 | | | **** **PART II** **ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES** **Market Information** The Company and its common stock are currently listed under the ticker COBA on the OTCQB Tier of OTC Markets. In order for a security to remain eligible for quotation by a market maker on the OTC Markets, we are required to meet a ($0.01) bid price test, provide information based upon their reporting standard (SEC Reporting, Bank Reporting or International Reporting), and submit an annual OTC Markets Certification signed by our Chief Executive Officer or Chief Financial Officer. We can provide no assurance that our common stock will continue to be traded on the OTC Markets or that a robust and liquid public market will materialize. **Holders** As of the date of this Annual Report on Form 10-K, there were 77 holders of record of our common stock. Because certain shares of common stock may be held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of beneficial owners of our common stock represented by these record holders. **Transfer Agent and Registrar** The transfer agent and registrar for our common stock is VStock Transfer, LLC. VStocks telephone number is (212) 828-8436. **Dividend Policy** We have not paid any cash dividends on our common or preferred stock and do not anticipate paying any such cash dividends in the foreseeable future. We intend to retain future earnings, if any, for reinvestment in the development and expansion of our business. **Use of Proceeds from the Sale of Registered Securities** We did not receive any proceeds from the sale of registered securities during our fiscal year ended December 31, 2025. **Recent Sales of Unregistered Securities** The information set forth below relates to our issuances of securities without registration under the Securities Act of 1933 during the reporting period. On January 10, 2025, we entered into three stock purchase agreements with certain investors in respect of the purchase and sale of an aggregate amount of 999,995 shares of our Series B Convertible Preferred Stock for an aggregate cash consideration of $449,998. The issuance of shares of our Series B Convertible Preferred Stock 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. On January 15, 2025 and January 17, 2025, we entered into certain stock purchase agreements with certain investors, pursuant to which such investors purchased an aggregate of 497,810 shares of our Series B Convertible Preferred Stock at a price of $0.45 per share (the Shares) for an aggregate purchase price of $224,014.50 (such agreements, the Stock Purchase Agreements). When combined with the stock purchase agreements for previous sales of Series B Convertible Preferred Stock, this closed the investment round (the Series B Financing) with an overall issuance of 2,222,225 shares of our Series B Convertible Preferred Stock at a price of $0.45 per share for an aggregate purchase price of $1,000,001.25. All shares of Series B Convertible Preferred Stock issued in connection with the Series B Financing are subject to the terms and conditions set forth in the Amended and Restated Series B Certificate of Designations. The issuance of shares of Series B Convertible Preferred Stock 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. | | 69 | | | On June 25, 2025 and June 29, 2025, we entered into certain stock purchase agreements with certain accredited investors in a private placement, pursuant to which such investors purchased an aggregate of 185,560 shares of our Series B Convertible Preferred Stock, at a price of $0.45 per share for an aggregate purchase price of $83,502.00. The issuance of shares of the Series B Convertible Preferred Stock 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(b) of Regulation D promulgated thereunder. On July 24, 2025, the Board approved a restricted stock unit award to Ash Lazenby, a Company director, of 500,000 restricted stock units (the Units). Pursuant to the terms of the Units, the shares included in the Award vest two years from the signing of the Consulting and Advisory Agreement on July 24, 2025, which provides for vesting on July 24, 2027, unless vested earlier at the discretion of the Plan Administrator, and so long as Mr. Lazenby remains a service provider to us under the terms of the Consulting and Advisory Agreement on the vesting date. The Award was accepted on August 28, 2025, and the Units expire ten years after the date of award. On July 29, 2025, we granted options to purchase an aggregate of 50,000 shares of common stock at an exercise price of $0.37 per share to a director of the Company in recognition of their expected future services to us. Such granted options immediately vest on the award date. On August 28, 2025, we granted restricted stock units equating to 500,000 shares of common stock to a director / advisor of the Company in recognition of their expected future services to us. Such granted restricted stock units are subject to vesting at the two-year anniversary of the underlying advisory agreement on July 27, 2027, assuming the director / advisor is still providing advisory services on the vesting date and the restricted stock unit vesting hasnt already been accelerated by the discretion of the plan administrator. On September 12, 2025, we issued to Cobalt Chile SpA (Cobalt Chile), a Chilean corporation, 4,500,000 restricted shares of our common stock as payment for 3,742 hectares of full-exploitation mining concessions in the La Cobaltera and El Cofre project areas, along with cash consideration as reimbursement for annual patent rights on those mining concessions. The shares were valued at $0.42 per share for an aggregate value of $1,890,000. The mining concessions were titled in the name of Baltum. On September 12, 2025, Baltum signed a definitive mining concession purchase agreement for the acquisition of 3,742 hectares of exploitation-level mining concessions in the San Juan mining district in Chile from Cobalt Chile SpA. The purchase consideration was cash in the amount of $101,833,291 Chilean Pesos along with 4.5 million shares of our restricted common stock. On November 25, 2025 and November 27, 2025, we entered into certain stock purchase agreements with certain investors, pursuant to which such investors purchased an aggregate of 6,000,000 shares of our common stock, at a price of $0.50 per share for an aggregate purchase price of $3,000,000. The issuance of shares of 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. On December 2, 2025, we issued 6,000,000 shares of common stock at a purchase price of $0.50 per share (for an aggregate of $3,000,000 of proceeds) to accredited investors in a private placement under Rule 506(c) of Regulation D of the Securities Act. Per the terms of the Certificate of Designations for the Series B Convertible Preferred Stock, all shares were automatically converted to common stock on December 31, 2025. The applicable conversion rate was one share of common received for every one share of Series B Convertible Preferred owned. After the conversion, there were no longer any shares of Series B Convertible Preferred outstanding. The foregoing share issuances were made in transactions exempt from the registration requirements of the Securities Act, under Regulation S, Regulation D, and Section 4(a)(2) of the Securities Act. **Purchases of Equity Securities by the Issuer and Affiliated Purchasers** We did not purchase any of our shares of common stock, preferred stock or other securities during our fiscal year ended December 31, 2025. | | 70 | | | **** **ITEM 6. RESERVED** **ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS** *The following discussion and analysis of the financial condition and results of operations of Chilean Cobalt Corp. (Chilean Cobalt) and including our subsidiaries, the (collectively, the Company) should be read in conjunction with our consolidated financial statements and the accompanying notes thereto included elsewhere in this Annual Report on Form 10-K. References in this Managements Discussion and Analysis of Financial Condition and Results of Operations to us, we, our, and similar terms refer to the Company. This Annual Report on Form 10-K includes forward-looking statements, as that term is defined in the federal securities laws, based upon current expectations that involve risks and uncertainties, such as plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. Words such as anticipate, estimate, plan, continuing, ongoing, expect, believe, intend, may, will, should, could, and similar expressions are used to identify forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based. Reference is made to Risk Factors, which are included elsewhere in this Annual Report on Form 10-K.* **Overview** We are a critical minerals exploration and development company focused on the La Cobaltera and El Cofre cobalt-copper projects, located in the San Juan District in northern Chile, one of the worlds few known primary cobalt districts. We have a deliberate focus on building a dynamic and sustainable business with an emphasis on applying leading environmental stewardship, social engagement, and corporate governance practices to its strategy. La Cobaltera and El Cofre are a district-scale opportunity across Chilean Cobalts 6,377 hectares of 100% owned and unencumbered mining property situated in the San Juan District in northern Chile (Atacama Region III), a historic mining district with numerous past-producing mines and excellent infrastructure and accessibility. The project includes copper oxide and cobalt-copper oxide and sulphide resources with evidence of gold at depth across several known exploration and development targets district-wide. Cobalt demand has been driven by the growth of its use in high performance metal alloy products for industrial and defense applications, as well as in lithium-ion batteries for portable electronic devices (tablets, phones) and electric vehicles (EVs). Copper demand continues to be driven by the growth in all manner of electrification as copper is a staple in nearly all things electric. Our wholly-owned subsidiary Baltum Mineria SpA (Baltum) has acquired 6,377 hectares of fully exploitable mining concessions in northern Chiles Atacama region in the San Juan District and is pursuing other opportunities to further consolidate mining rights in the district. The San Juan mining district, which includes the La Cobaltera and El Cofre areas, has been identified by CORFO, the Chilean governmental agency responsible for the countrys economic development, as likely containing the highest quality cobalt assets in Chile. Chile is the leading copper-producing country in the world with the La Cobaltera and El Cofre areas historically supporting the existence of established and high-quality copper assets. The site is strategically located near robust mining infrastructure, including roads, electricity, water, and ports. | | 71 | | | Our principal business activities since incorporation have been the assessment, acquisition and consolidation of mining concessions; the exploration of the potential cobalt-copper resources within the concessions, including geophysics, geochemistry, drilling, IP surveys and AI pilot studies; developing an accelerated phased implementation plan to generate revenue as quickly as possible; establishing off-take and downstream refining relationships; developing and advancing our ESG strategy; building our board, management team, and governance systems; and raising capital. Our commercial priorities are to have funding lined up to allow for timely development, when appropriate, and to put in place the necessary downstream processing relationships. Related to funding for development, efforts include a potential debt-related package of up to $317,400,000 pursuant to a June 4, 2024, and further extended, non-binding letter of interest we received from the Export-Import Bank of the United States. Whereas, related to the downstream processing objectives, we envision a three-way strategic partnership between the Company, Glencore and US Strategic Metals (USSM) to establish an Americas-centric cobalt and copper supply chain, connecting Chilean Cobalts La Cobaltera and El Cofre cobalt-copper projects in Chile with USSMs integrated critical minerals processing site in Missouri, USA - which may include development of a dedicated processing line for our concentrate at USSMs site. Our partnership with USSM and Glencore is expected to strengthen US critical minerals supply chains while providing a sustainable and traceable source of raw materials for the growing domestic lithium-ion battery manufacturing capacity and high-performance metal alloy markets. On September 6, 2024, and then extended on September 5, 2025, we put in place a non-binding LOI with USSM to process and refine cobalt and copper concentrate we expect to produce. Refined outputs from USSM are expected to be used in cobalt metal, battery chemical intermediate products, and/or other products critical for the production of advanced materials and energy technologies. We are working with USSM to define final terms and conditions for downstream processing. In addition, on November 11, 2025, we signed a Deed of Undertaking with a subsidiary of Glencore plc (Glencore) whereby Glencore has been granted a right of first and last refusal to purchase cobalt and copper product from the La Cobaltera and El Cofre projects, which it expects to ship to the United States or U.S. Free Trade Agreement countries. Chilean Cobalt is participating in a research and development (R&D) project awarded through CORFO to evaluate the technical and environmental feasibility of recovering cobalt and copper from legacy waste piles at the La Cobaltera site. The project is funded through a $3,000,000 grant from Albermarle Limitada, the industry sponsor of the CORFO R&D project-selection process. This project remains in the research and evaluation stage and does not involve operational activities or changes to the our current permitting requirements. Our support equates to approximately 21% of the overall consortium-required support contribution of $950,000 toward the project. The other key participants in the consortium of project sponsors are Universidad Andres Belo, through its Center for Systems Biotechnology, Pucobre (SSE: PUCOBRE), a Chilean copper mining company listed on the Santiago Stock Exchange, and ENAMI, Chiles state-owned mining company. We remain aware of and are investigating other critical minerals opportunities particularly in Chile. On January 8, 2026, we entered into a binding earn-in and option agreement with NeoRe SpA, a privately-held Chilean company to acquire approximately 6,300 hectares of mining concessions (the Properties) within the coastal belt region near Concepcion Chile with an ionic adsorption clay-style rare earth elements system enriched with yttrium, neodymium, dysprosium and terbium elements critical to defense and advanced manufacturing supply chains. While contributing to the project, Chilean Cobalt earns credit toward a net smelter return (NSR) royalty, with percentage depending on the extent of the contribution and the progress of the project. After the project achieves certain developmental milestones, we would then have an option to acquire the Properties through the relinquishment of the NSR royalty and payment of equity-based consideration. | | 72 | | | We are committed to building a mature, transparent, and continuously improving ESG framework that supports responsible development and long-term value creation. Responsible-sourcing and ESG-assurance frameworks such as IRMA and Digbee increasingly shape the expectations of downstream customers, investors, and supply-chain partners. In 2025, the Board approved the adoption of the Digbee and IRMA ESG frameworks, and we completed our first independent Digbee ESG assessment in July 2025. We continue to strengthen our governance and ESG systems, including the Boards adoption in principle of a new governance framework in March 2026, which is intended to support enhanced oversight, disclosure readiness, and our consideration of an uplisting to a national securities exchange in 2026. We have not generated revenues to date. Our limited operations have included the formation of our Company and our wholly-owned subsidiary Baltum, oversight of cobalt exploration activities, business development activities and sustainability framework development activities. These limited operations have been funded by capital raised through the issuance of our common stock, preferred stock, and debt. From December 4, 2017 through March 31, 2026, we raised a total of $34,145,547 from accredited investors through the issuance of our common stock, preferred stock, and debt, net of $247,500 of direct and incremental costs of equity raising. This total does not include the $56,272 of stock-based compensation inferred by the issuance of 216,429 shares for the retainer for services provided by Collingwood Capital Partners AG at $0.26 per share on March 19, 2024, the $1,890,000 of stock-based expenditures inferred by the issuance of 4,500,000 shares for 3,742 hectares of full exploitation mining concessions acquired from Cobalt Chile SpA at $0.42 per share on September 12, 2025 or any other non-cash amounts for other stock-based compensation, dividends paid-in-kind or similar. We have limited business operations and have achieved losses since inception. We have been issued a going concern opinion from our auditors as a result of not generating sufficient business to date. Our monthly burn rate, the amount of expenses we expect to incur on a monthly basis, is approximately $404,000 for a total of $4,848,000 for the following 12 months. We have relied and will continue to rely on capital raised from third parties to fund operations during the upcoming 12 months and we have plans to potentially raise $20,000,000 or more in 2026, potentially as part of an uplisting to a national securities exchange. We expect to be able to further our acquisition and exploration plans, if we are successful in raising the anticipated working capital. However, there can be no assurance that we will be successful in securing additional capital, timely or at all, and if we are able to if there will be favorable terms. At this time, we have not submitted an application to any national securities exchange, and do not have a definitive timeline for doing so. Any decision to pursue such a listing would be subject to, among other factors, our ability to satisfy applicable listing requirements, market conditions, and any necessary authorizations by our board of directors. There can be no assurance that we will pursue or complete an uplisting to a national securities exchange, and if we do pursue an uplisting, if it will be timely or successful. In order to complete our plan of operations, which entails proving out feasibility, commencing production and generating saleable product, we estimate that approximately $400 million in funds will be required. For the years ended December 31, 2025 and 2024, we generated no revenues and reported net losses of $3,263,140 and $882,574, respectively, however, $1,882,082 of the 2025 loss was related to a one-time, non-cash charge for impairment of mining concessions, and negative cash flow from operating activities of $1,146,473 and $718,275, respectively. Our management has concluded that our historical recurring losses from operations and negative cash flows from operations as well as our dependence on securing private equity and other financings raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit reports for the fiscal years ended December 31, 2025 and 2024. As noted in our audited financial statements included elsewhere in this Annual Report on Form 10-K, we had an accumulated stockholders deficit of approximately $36,645,952 and recurring losses from operations as of December 31, 2025. See Risk Factors - *We have a history of operating losses and our management has concluded that factors raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the fiscal years ended December 31, 2025 and 2024.* | | 73 | | | **Plan of Operations** **** In order to complete our plan of operations during the next 12 months, we estimate that approximately $4,848,000 in funds will be required. In order to pursue our strategic priorities of progressing mining rights acquisition and consolidation, along with both brownfield and greenfield exploration on existing and expected to be acquired mining concessions, and having a longer operational runway, we will require raising at least $2,400,000 to $3,500,000. To complete mining rights acquisition and consolidation will require substantially more funding. The source of such funds is anticipated to come from consideration of an uplisting to a national securities exchange along with consideration of a concurrent public offering of $20,000,000 or more as discussed in the Overview above. There is no guarantee that we will be able to raise such funds or that we will be able to uplist to a national securities exchange. If we fail to raise the amounts we require, we may not be able to fully carry out our plan of operations. Assuming that we are able to raise the amounts discussed above, we believe we can satisfy our cash requirements during the next 12 months and fully implement our business plan over that period. For the next twelve (12) months, we intend to implement our business plan as follows: | | | Exploration and Development Expenses. During this period, we intend to, among other things, continue exploration and development of the mining sites in addition to any new mining sites that are successfully acquired. The exploration and development expenses are expected to encompass sampling, mapping and trenching in greenfield areas and further diamond drilling and work towards establishing pre-feasibility and/or definitive feasibility studies in brownfield areas.This is expected to cost approximately $2,000,000 to $3,000,000. | | | | | | | | | | Possible Strategic Acquisition Opportunities. During this period, we intend to, among other things, consider possible strategic acquisitions of other possible mining sites. There are several sites that we have expressed interest in acquiring and the ability to close on these acquisitions is dependent on the our success in achieving the projected capital raise objectives and being able to negotiate favorable terms with mining concession sellers in the areas of cash, equity and net smelter royalties, as applicable. | | | | | | | | | | General and Administrative Expenses. During this period, we intend to, among other things, hire additional staff, engage additional advisors to assist with operations, and incur substantial legal, registration and other professional services fees in association with any strategy involving an uplisting to a national securities exchange.We also intend to continue incurring the same level of previous year general and administrative expenses, such as corporate insurance, professional services, public filer services, marketing, site and conference travel and other administrative costs in order to further our plan. The general and administrative expenses are expected to be approximately $1,500,000 to $2,250,000, depending on the phases of the business plan that are able to be engaged. | | We are seeking to secure a source of financing to fund our exploration and development efforts within our mining concessions that comprise our La Cobaltera and El Cofre cobalt-copper projects, as well as to complete or at least further our progress toward acquiring a rare earth elements project in south-central Chile in association with NeoRe SpA. In addition, there are other mining concessions we are evaluating within the San Juan District in northern Chile that would require funding to acquire them. These funding efforts include a potential debt-related package of up to $317,400,000 pursuant to a June 4, 2024, further extended, non-binding letter of interest we received from the Export-Import Bank of the United States. There can be no assurance that a private raise or debt financing, when instituted can occur as planned or at all. Our future is dependent upon our ability to obtain further financing, the successful execution of our business plan, securing favorable off-take agreements, and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments. There are no assurances that we will be able to obtain further funds required for our continued operations. Even if additional financing is available, it may not be available on terms we find favorable. At this time, there are no anticipated sources of additional funds in place. Failure to secure the needed additional financing will have an adverse effect on our ability to remain in business. | | 74 | | | **Components of revenues and costs and expenses** **** *Exploration and development expense*. Our exploration and development costs are incurred during the exploration and development of mining sites. The costs incurred in the year ended, December 31, 2025 were entirely related to our Artificial Intelligence (AI) trial exploration campaign. We engaged multiple vendors in an attempt to collaboratively advance their technology of these vendors and acquire more strategic exploration data related to our owned concessions, including the recently acquired El Cofre project concessions, and those adjacent to our owned concessions. The outputs were value-added and have allowed for more focused exploration efforts, which are planned for early 2026, in addition to more targeted acquisition efforts in the future. *General and administrative expense*. Our general and administrative (G&A) expenses include compensation of staff and overhead, which includes depreciation and foreign currency transaction (gains) and losses. *Interest expense, interest income, net*. Interest expense consists of interest expense associated with debt obligations. Interest income consists of interest income earned on our cash, cash equivalents and short-term investments. *Provision for Income Taxes*. Provision for income taxes consists of an estimate of U.S. federal and state income taxes and income taxes in certain foreign jurisdictions in which we conduct business, as adjusted for allowable credits, deductions and the valuation allowance against deferred tax assets. *Gain (loss) on retirement/sale of assets*. When fixed assets are sold, retired or disposed, there is either a non-cash gain or loss associated with the action depending on whether there is receipt of proceeds (in the case of a sale) and the extent of depreciation that has already been claimed on the fixed asset that is being removed from the books. For a gain, there must be proceeds received in excess of the residual book value of the asset, whereas, otherwise, there is no loss or a loss by the amount that the residual book value exceeds any applicable proceeds. **Results of Operations Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024** | | | | | | | | | | | | | | | Year Ended December 31, 2024 | | | Year Ended December 31, 2025 | | | Increase (Decrease) | | | | | | | | | | | | | | | | Revenue | | $ | 0 | | | $ | 0 | | | $ | 0 | | | | Cost of Sales | | | 0 | | | | 0 | | | | 0 | | | | Gross Profit | | $ | 0 | | | $ | 0 | | | $ | 0 | | | | Gross Profit % | | | 0% | | | | 0% | | | | 0% | | | | | | | | | | | | | | | | | | | Operating Expenses: | | | | | | | | | | | | | | | Cost of Mineral Exploration | | $ | 0 | | | $ | 81,738 | | | $ | 81,738 | | | | General and administrative expenses | | | 899,005 | | | | 1,323,436 | | | | 424,431 | | | | Interest (income) expense, net | | | (16,431 | ) | | | (23,116 | ) | | | (6,685 | ) | | | Operating Income (Loss) | | | (882,574 | ) | | | (1,382,058 | ) | | | (499,484 | ) | | | Provision for income taxes | | | 0 | | | | 0 | | | | 0 | | | | Gain (loss) on impairment of assets | | | 0 | | | | (1,881,082 | ) | | | (1,881,082 | ) | | | Net Income (Loss) | | $ | (882,574 | ) | | $ | (3,263,140 | ) | | $ | (2,380,566 | ) | | | | 75 | | | Operating losses for the year-ended December 31, 2025, compared to December 31, 2024, increased by $499,484, due primarily to significantly higher mining concession patent fees due to changes in Chilean mining laws and due to having over twice the hectarage to register in 2025, due to acquisition of El Cofre and additional La Cobaltera mining concessions, in addition to higher employee compensation and taxes, based on the hiring in 2025 of a new chief sustainability officer and executive vice president of exploration, higher non-cash incentive compensation awarded and expensed in 2025, higher professional service costs, related to an independent Digbee ESG assessment, and higher advertising and marking and regulatory and filing fees in 2025, compared to 2024. In addition, mineral exploration costs for AI Pilot Studies conducted in 2025, compared to none in the previous year, added to the increase in costs. In addition, a large one-time, non-cash expense related to impairment of mining concessions in 2025, compared to none in the previous year, substantially added to the increase in costs. There were nominal affects related to other expenses, but generally offsetting, with all factors indicated amounting to the overall cost increase of $2,380,566. **Liquidity and Capital Resources** **** **Liquidity** **** We have primarily financed our operations through the sale of unregistered equity. As of December 31, 2025, we had cash totaling $2,772,082 current assets totaling $2,844,313 and total assets of $2,847,271. We had total liabilities of $50,432 (all current) and positive working capital of $2,793,881. We also had Stockholders equity of $2,796,839. Sources and Uses of Cash for the Years Ended December 31, 2025 and 2024 The following table summarizes our cash flows for the years ended December 31, 2024 and 2025. | | | | | | | | | | | | | | | Year Ended December 31, 2024 | | | Year Ended December 31, 2025 | | | Increase (Decrease) | | | | Net Cash Provided By (Used In) Operating Activities | | $ | (718,275 | ) | | $ | (1,146,473 | ) | | $ | (428,198 | ) | | | Net Cash Provided By (Used In) Investment Activities | | | 0 | | | | 0 | | | | 0 | | | | Net Cash Provided By (Used In) Financing Activities | | | 252,564 | | | | 3,583,445 | | | | 3,330,881 | | | | Effect of foreign exchange rate on cash | | | (2,851 | ) | | | 3,801 | | | | 6,652 | | | | Net Increase (Decrease) in Cash | | $ | (468,562 | ) | | $ | 2,440,773 | | | $ | 2,909,335 | | | Net cash used in operations Net cash used in operating activities was $718,275 for the year ended December 31, 2024 versus net cash used in operating activities of $1,146,473 for the year ended December 31, 2025. The decrease in cash flow provided by operating activities was primarily due to significantly higher mining concession patent fees due to changes in Chilean mining laws and due to having over twice the hectarage to register in 2025, due to acquisition of El Cofre and additional La Cobaltera mining concessions, in addition to higher employee compensation and taxes, based on the hiring in 2025 of a new chief sustainability officer and executive vice president of exploration, higher mineral exploration costs, due to the AI pilot studies conducted in 2025, higher professional services costs related to an independent Digbee ESG assessment, and higher advertising and marketing and regulatory and filing fees in 2025, compared to 2024. Each of these factors and other nominal variances contributed to the $428,198 decrease in net cash provided by operations for the current year compared to the previous year. | | 76 | | | Net cash used in investment activities Net cash used in investment activities was $0 for the year ended December 31, 2024 and December 31, 2025. There were no changes in cash flow used in investment activities between years. Net cash provided by financing activities Net cash provided by financing activities was $252,564 in the year ended December 31, 2024, which included an aggregate of $325,989 of commitments for the sale of an aggregate of 724,420 shares of preferred stock for $252,558 in cash and $73,431 in subscriptions receivable and not yet reflected in cash at December 31, 2024; and $6 in proceeds for nominal adjustments to prior issuances. That was compared to net cash provided by financing activities in the year ended December 31, 2025 of $3,583,445, which included $757,514 of net proceeds for the sale of an aggregate 1,683,365 shares of preferred stock and the receipt of $73,431 of subscriptions receivable for $830,945 overall cash received related to preferred stock; and $2,752,500 of net proceeds for the sale of an aggregate 6,000,000 shares of common stock for $3,000,000 in cash, less $247,500 of direct and incremental costs for that capital raise, both in the year ended December 31, 2025. **Going Concern** Given our working capital of $2,793,881, which exceeds our current year cash used in operating activities of $1,146,473, however, due to our NeoRe rare earth project funding toward a net smelter return royalty asset and the potential for future project acquisition and our consideration of an uplisting to a national securities exchange, we expect our next twelve (12) month cash used in operating activities and investing activities to exceed our working capital. Based on that and our accumulated deficit of ($36,645,952), as of December 31, 2025, we require additional equity and/or debt financing to continue our operations. Concurrent with any strategy to uplist to a national securities exchange, we would need to raise $20,000,000 or more to cover our cash needs, however, there can be no guarantee that well be able to meet any uplisting criteria and/or successfully raise capital through a private or public offering of our common stock. These conditions raise substantial doubt about our ability to continue as a going concern for at least one year from the date of this filing. As a result of the foregoing factors, together with our recurring losses from operations and negative cash flows since inception, our independent registered public accounting firm included an explanatory paragraph relating to our ability to continue as a going concern in its report on our audited consolidated financial statements for the fiscal years ended December 31, 2025 and 2024. **Availability of Additional Funds** Our capital requirements going forward will consist of financing our operations until we are able to reach a level of revenues and gross margins adequate to equal or exceed our ongoing operating expenses. Other than the possibility of borrowings from related and third parties, it should be noted that we do not have any credit agreement or source of liquidity immediately available to us. Since inception our operations have primarily been funded through proceeds from existing shareholders in exchange for equity. There can be no assurance that we will be able to obtain funds on commercially acceptable terms, if at all. We expect to have ongoing needs for working capital in order to (a) fund operations; plus (b) exploration and development. To that end, we may be required to raise additional funds through equity or debt financing. However, there can be no assurance that we will be successful in securing additional capital. If we are unsuccessful, we may need to (a) initiate cost reductions; (b) forego business development opportunities; (c) seek extensions of time to fund its liabilities, or (d) seek protection from creditors. In addition, if we are unable to generate adequate cash from operations, and if we are unable to find sources of funding, it may be necessary for us to sell all or a portion of our assets, enter into a business combination, or reduce or eliminate operations. These possibilities, to the extent available, may be on terms that result in significant dilution to our shareholders or that result in our shareholders losing all of their investment. | | 77 | | | If we are able to raise additional capital, we do not know what the terms of any such capital raising would be. In addition, any future sale of our equity securities would dilute the ownership and control of your shares and could be at prices substantially below prices at which our shares currently trade. Our inability to raise capital could require us to significantly curtail or terminate our operations. We may seek to increase our cash reserves through the sale of additional equity or debt securities. The sale of convertible debt securities or additional equity securities could result in additional and potentially substantial dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations and liquidity. In addition, our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties. Our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K have been prepared in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP), which contemplate our continuation as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the consolidated financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. **Public Company Expenses** We expect to incur direct, incremental selling, general and administrative expenses as a result of being a publicly traded company, including, but not limited to, where applicable, increased scope of our operations and costs associated with hiring new personnel, implementation of compensation programs that are competitive with our public company peer group, annual and quarterly reports to shareholders, tax return preparation, independent registered public accounting firm fees, investor relations activities, registrar and transfer agent fees, incremental director and officer liability insurance costs and independent director compensation. Some of these direct, incremental selling, general and administrative expenses are not yet applicable in our historical results of operations. **Climate Change** The potential physical impacts of climate change on our operations are highly uncertain and are specific to the geographic circumstances of areas in which we operate. These may include changes in rainfall and storm patterns and intensities, droughts and water shortages, changing sea levels and changing temperatures, and an increase in the number and severity of weather events and natural disasters. These changes may have a material adverse effect on our future operations, including cobalt extraction and production processes, as well as transportation of raw materials and delivery of products to customers. We may also face more stringent customer and regulatory requirements to accelerate water use reduction initiatives, more reliance on renewable energy sources and more water re-use and re-cycling. Climate change may also exacerbate socio-economic and political issues around the world and have other direct impacts to ecosystems, human health and quality of life, ranging from destruction of habitats to air, water and land quality to growing incidences of famines, pandemics and population shifts. Our climate-related risk processes are informed in part by the independent Digbee ESG assessment completed in July 2025, which identified water scarcity, extreme weather events, and seismic activity as material considerations for long-term planning. We are also participating in a research and development project granted through the Chilean Economic Development Agency (CORFO) to evaluate bioleaching and related technologies for potential recovery of cobalt and copper from legacy waste piles. The project is funded through Albermarle Limitada, the industry sponsor of the CORFO R&D project-selection process. This project includes analysis of water use, energy requirements, and environmental impacts associated with alternative processing technologies, which may inform future climate-related risk assessments and planning. In addition, a number of governmental bodies have introduced or are contemplating legislative and regulatory change in response to the potential impacts of climate change. Such legislation or regulation, if enacted, potentially could include provisions for a cap and trade system of allowances and credits or a carbon tax, among other provisions. There is also a potential for climate change legislation and regulation to adversely impact the cost of purchased energy and electricity. | | 78 | | | The growing concerns about climate change and related increasingly stringent regulations may provide us with new or expanded business opportunities. Our future product contributes to the efforts of our customers to revolutionize their product lines and markets. As a key part of the EV and battery supply chain, we would eventually be providing cobalt-containing solutions that help enable the growth of electric transportation and the shift away from fossil fuels. As demand for, and legislation mandating or incentivizing the use of, alternative fuel technologies that limit or eliminate greenhouse gas emissions increases, we will continue to monitor the market and offer solutions where we have appropriate technology. **Off-Balance Sheet Arrangements** We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as stockholders equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us. **Critical Accounting Policies and Estimates** Our discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Our estimates form the basis for our judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimate that are reasonably likely to occur, could materially impact the financial statements. We believe that our critical accounting policies reflect the most significant estimates and assumptions used in the preparation of the consolidated financial statements. We believe that the assumptions and estimates associated with our mining concession capitalization and stock-based compensation and the valuation of stock option grants have the greatest potential impact on our financial statements. Therefore, we consider these to be our critical accounting policies and estimates. **Principal Accounting Policies and Related Financial Information** Refer to Note 3. Summary of Significant Accounting Policies Basis of Presentation in the accompanying consolidated financial statements. **Recently Issued Accounting Pronouncements** Our management has evaluated all the recently issued accounting pronouncements through the filing date of this Annual Report on Form 10-K and does not believe that any of these pronouncements will have a material impact on our current financial position and results of operations. **ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK** Not applicable. | | 79 | | | **ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA** **** **INDEX TO CONSOLIDATED FINANCIAL STATEMENTS** **CHILEAN COBALT CORP. AND SUBSIDIARY** | Consolidated Financial Statements for the years ended December 31, 2025 and December 31, 2024 | Page | | | | | | | Report of Independent Registered Public Accounting Firm | F-1 | | | Consolidated Balance Sheets | F-2 | | | Consolidated Statements of Operations and Comprehensive Loss | F-3 | | | Consolidated Statements of Stockholders Equity | F-4 | | | Consolidated Statements of Cash Flows | F-5 | | | Notes to Consolidated Financial Statements | F-6 | | **** **** **** **** **** **** | | 80 | | | **** ***** **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** **** **** To the Board of Directors and Stockholders of Chilean Cobalt Corp. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Chilean Cobalt Corp. (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, stockholders equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred recurring losses from inception and expects to incur continued losses related to mining exploration activities. These factors, among others, raise substantial doubt about the Companys ability to continue as a going concern. Managements plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters **** Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters. Fruci & Associates II, PLLC PCAOB ID #05525 We have served as the Companys auditor since 2024. Spokane, Washington March 31, 2026 **** **** | | F-1 | | | **** **CHILEAN COBALT CORP. AND SUBSIDIARY** **CONSOLIDATED BALANCE SHEETS** | | | | | | | | | | | | December 31, | | | December 31, | | | | | | 2025 | | | 2024 | | | | Assets | | | | | | | | | | | Current assets: | | | | | | | | | | | Cash | | $ | 2,772,082 | | | $ | 331,309 | | | | Subscriptions receivable | | | | | | | 73,431 | | | | Prepaid expenses | | | 72,231 | | | | 64,416 | | | | Total current assets | | | 2,844,313 | | | | 469,156 | | | | Property and equipment, net | | | 2,958 | | | | 2,958 | | | | Total assets | | $ | 2,847,271 | | | $ | 472,114 | | | | Liabilities and Stockholders Equity | | | | | | | | | | | Current liabilities: | | | | | | | | | | | Accounts payable | | $ | 35,388 | | | $ | 18,128 | | | | Accrued expenses | | | 15,044 | | | | 16,441 | | | | Total current liabilities | | | 50,432 | | | | 34,569 | | | | Total liabilities | | | 50,432 | | | | 34,569 | | | | Commitments and contingencies | | | | | | | | | | | Stockholders Equity: | | | | | | | | | | | Series A Convertible Preferred Stock, $0.0001 par value; 19,848,875 shares authorized and 0 and 0 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively | | | | | | | | | | | Series B Convertible Preferred Stock, $0.0001 par value; 2,900,000 shares authorized and 0 and 724,420 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively | | | | | | | 72 | | | | Common Stock, $0.0001 par value; 100,000,000 shares authorized and 56,409,930 and 43,502,145 issued and outstanding at December 31, 2025 and December 31, 2024, respectively | | | 5,641 | | | | 4,350 | | | | Additional paid-in capital | | | 39,191,565 | | | | 33,565,165 | | | | Accumulated other comprehensive income | | | 245,585 | | | | 250,770 | | | | Accumulated deficit | | | (36,645,952 | ) | | | (33,382,812 | ) | | | Total stockholders equity | | | 2,796,839 | | | | 437,545 | | | | Total liabilities and stockholders equity | | $ | 2,847,271 | | | $ | 472,114 | | | The accompanying notes are an integral part of the consolidated financial statements.* **** | | F-2 | | | **** **** **CHILEAN COBALT CORP. AND SUBSIDIARY** **CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS** | | | | | | | | | | | | For the Year Ended | | | For the Year Ended | | | | | | December 31, | | | December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Revenues | | $ | | | | $ | | | | | Cost of mineral exploration | | | | | | | | | | | Gross profit | | | | | | | | | | | Operating expenses: | | | | | | | | | | | Cost of mineral exploration | | | 81,738 | | | | | | | | General and administrative | | | 1,318,937 | | | | 900,147 | | | | Depreciation | | | | | | | | | | | Foreign currency transaction (gain) loss | | | 4,499 | | | | (1,142 | ) | | | Total operating expenses | | | 1,405,174 | | | | 899,005 | | | | | | | | | | | | | | | Loss from operations | | | (1,405,174 | ) | | | (899,005 | ) | | | Interest expense | | | | | | | 358 | | | | Interest income | | | 23,116 | | | | 16,073 | | | | Loss on asset impairment | | | (1,881,082 | ) | | | | | | | Loss before income taxes | | | (3,263,140 | ) | | | (882,574 | ) | | | | | | | | | | | | | | Income tax benefit/(loss) | | | | | | | | | | | Net loss | | $ | (3,263,140 | ) | | $ | (882,574 | ) | | | | | | | | | | | | | | Basic and diluted loss per common share | | $ | (0.07 | ) | | $ | (0.02 | ) | | | | | | | | | | | | | | Weighted-average number of shares outstanding: | | | | | | | | | | | Basic and diluted share count | | | 45,370,385 | | | | 43,456,021 | | | | | | | | | | | | | | | Comprehensive loss: | | | | | | | | | | | Net loss | | $ | (3,263,140 | ) | | $ | (882,574 | ) | | | Foreign currency translation adjustments | | | (5,185 | ) | | | (2,717 | ) | | | Comprehensive loss | | $ | (3,268,325 | ) | | $ | (885,291 | ) | | *The accompanying notes are an integral part of the consolidated financial statements.* **** **** **** | | F-3 | | | **** **** **CHILEAN COBALT CORP. AND SUBSIDIARY** **CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY** | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Preferred Stock | | | Common Stock | | | Additional Paid-in | | | Accumulated Other Comprehensive | | | Accumulated | | | Total Stockholders | | | | | | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Income | | | Deficit | | | Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balances at December 31, 2023 | | | | | | $ | | | | | 43,285,716 | | | $ | 4,329 | | | $ | 33,081,263 | | | $ | 253,487 | | | $ | (32,500,238 | ) | | $ | 838,841 | | | | Issuance of Series B Convertible Preferred Stock | | | 724,420 | | | | 72 | | | | | | | | | | | | 325,917 | | | | | | | | | | | | 325,989 | | | | Issuance of Common Stock in a private placement | | | | | | | | | | | | | | | | | | | 6 | | | | | | | | | | | | 6 | | | | Foreign currency translation | | | | | | | | | | | | | | | | | | | | | | | (2,717 | ) | | | | | | | (2,717 | ) | | | Stock-based compensation | | | | | | | | | | | 216,429 | | | | 21 | | | | 157,979 | | | | | | | | | | | | 158,000 | | | | Net loss | | | | | | | | | | | | | | | | | | | | | | | | | | | (882,574 | ) | | | (882,574 | ) | | | Balances at December 31, 2024 | | | 724,420 | | | $ | 72 | | | | 43,502,145 | | | $ | 4,350 | | | $ | 33,565,165 | | | $ | 250,770 | | | $ | (33,382,812 | ) | | $ | 437,545 | | | | | | Preferred Stock | | | Common Stock | | | Additional Paid-in | | | Accumulated Other Comprehensive | | | Accumulated | | | Total Stockholders | | | | | | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Income | | | Deficit | | | Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balances at December 31, 2024 | | | 724,420 | | | $ | 72 | | | | 43,502,145 | | | $ | 4,350 | | | $ | 33,565,165 | | | $ | 250,770 | | | $ | (33,382,812 | ) | | $ | 437,545 | | | | Issuance of Series B Convertible Preferred Stock | | | 1,683,365 | | | | 169 | | | | | | | | | | | | 757,345 | | | | | | | | | | | | 757,514 | | | | Conversion of Series B Convertible Preferred Stock to Common Stock | | | (2,407,785 | ) | | | (241 | ) | | | 2,407,785 | | | | 241 | | | | | | | | | | | | | | | | | | | | Issuance of Common Stock in a private placement | | | | | | | | | | | 6,000,000 | | | | 600 | | | | 2,751,900 | | | | | | | | | | | | 2,752,500 | | | | Issuance of Common Stock for mining concessions | | | | | | | | | | | 4,500,000 | | | | 450 | | | | 1,889,550 | | | | | | | | | | | | 1,890,000 | | | | Foreign currency translation | | | | | | | | | | | | | | | | | | | | | | | (5,185 | ) | | | | | | | (5,185 | ) | | | Stock-based compensation | | | | | | | | | | | | | | | | | | | 227,605 | | | | | | | | | | | | 227,605 | | | | Net loss | | | | | | | | | | | | | | | | | | | | | | | | | | | (3,263,140 | ) | | | (3,263,140 | ) | | | Balances at December 31, 2025 | | | | | | $ | | | | | 56,409,930 | | | $ | 5,641 | | | $ | 39,191,565 | | | $ | 245,585 | | | $ | (36,645,952 | ) | | $ | 2,796,839 | | | *The accompanying notes are an integral part of the consolidated financial statements.* | | F-4 | | | **** **CHILEAN COBALT CORP. AND SUBSIDIARY** **CONSOLIDATED STATEMENT OF CASH FLOWS** | | | | | | | | | | | | For the Years Ended | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | Cash flows from operating activities: | | | | | | | | | | | Net loss | | $ | (3,263,140 | ) | | $ | (882,574 | ) | | | Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | Impairment of assets | | | 1,881,082 | | | | | | | | Stock-based compensation | | | 227,605 | | | | 158,000 | | | | Changes in operating assets and liabilities: | | | | | | | | | | | Prepaid expenses and other assets | | | (7,815 | ) | | | (7,414 | ) | | | Accounts payable and accrued liabilities | | | 15,795 | | | | 13,713 | | | | Net cash used in operating activities | | | (1,146,473 | ) | | | (718,275 | ) | | | | | | | | | | | | | | Cash flows from financing activities: | | | | | | | | | | | Proceeds from issuance of Series B Convertible Preferred Stock | | | 830,945 | | | | 252,558 | | | | Proceeds from issuance of Common Stock | | | 2,752,500 | | | | 6 | | | | Net cash provided by financing activities | | | 3,583,445 | | | | 252,564 | | | | | | | | | | | | | | | Effect of foreign exchange rate on cash | | | 3,801 | | | | (2,851 | ) | | | Net increase (decrease) in cash | | | 2,440,773 | | | | (468,562 | ) | | | Cash at beginning of period | | | 331,309 | | | | 799,871 | | | | Cash at end of period | | $ | 2,772,082 | | | $ | 331,309 | | | | | | | | | | | | | | | Supplemental disclosure of non-cash investing and financing activities: | | | | | | | | | | | Issuance of common stock for the acquisition of mining concessions | | $ | 1,890,000 | | | $ | | | | | Conversion of Series B Convertible Preferred to common stock | | | 1,083,503 | | | | | | | *The accompanying notes are an integral part of the consolidated financial statements.* **** **** | | F-5 | | | **** **CHILEAN COBALT CORP.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **** | 1. | Organization and Nature of Business | | **** The accompanying consolidated financial statements include the accounts of Chilean Cobalt Corp. (the Company) (OTCQB: COBA), a Nevada corporation formed on December 4, 2017, and its wholly-owned subsidiary Baltum Minera SpA (Baltum), a Chilean Sociedad por Acciones formed on January 3, 2018. The Company is a cobalt and copper, junior mining and exploration company and also has an earn-in option to potentially acquire royalties or concessions in rare earth element mining concessions. Cobalt, a critical mineral for many of the current cathode battery chemistry configuration options in the electric vehicle (EV) battery production space, was mined in Chile for 100 years from 1844 thru 1944 and ceased at the end of World War II. Baltum owns exploitation-level mining concessions for 6,377 hectares in the San Juan Mining District in northern Chile. On May 12, 2022, the former Parent Company, Genlith, Inc. distributed all of its shares in the Company to its individual shareholders. As of the date of the distribution, Genlith, Inc. no longer held an equity interest in the Company. The Companys year-end is December 31. | 2. | Going Concern | | **** The Company has not yet begun to generate revenue as of December 31, 2025, has incurred recurring losses since inception, and expects to continue to incur losses as a result of costs and expenses related to mining exploration and general and administrative expenses. For the year ended December 31, 2025, the Company reported a net loss of $3,263,140, however, $1,881,082 was related to a one-time, non-cash charge for impairment of mining concessions, and had an accumulated deficit of $36,645,952. The ability of the Company to continue as a going concern over a longer term is dependent on the Companys ability to raise the financing necessary to complete the exploration and development of cobalt and copper mines and bring mining operations into production and commercialization. Furthermore, the Companys ability to achieve the milestones required to earn rare earth element mining concession royalties or ownership is also dependent on the Companys ability to raise the necessary financing. With a cash balance of $2,772,082 as of December 31, 2025, the Company is well positioned to further its strategic objectives, but depending on the pace of project development and success in raising capital, may not have sufficient financial resources to continue its operations for the next 12 months, in spite of the existing cash balance. Historically the Company has funded its operations with the private placement of equity, debt, and related party loans. However, raising capital sufficient to continue exploration and bring the Company into production and commercialization is dependent on continued discussions with potential off-take partners, debt providers, alternative lenders and investors and is a material uncertainty. There can be no assurance as to the availability or terms upon which such financing or capital might be available. As a result of these factors, there is substantial doubt about the Companys ability to continue as a going concern. | 3. | Summary of Significant Accounting Policies Basis of Presentation | | The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). The financial statements include the consolidated accounts of the Company and its wholly-owned subsidiary Baltum Minera SpA. All material intercompany transactions have been eliminated in consolidation. The Company has reclassified certain amounts in the 2024 financial statements to comply with the 2025 presentation. These principally relate to classification of certain expenses and liabilities. The reclassifications had no impact on total net loss or net cash flows for the year ended December 31, 2024. | | F-6 | | | **Earnings (Loss) Per Share** **** The weighted-average common shares outstanding for both basic and diluted earnings per share for all periods presented was calculated, in accordance with the Financial Accounting Standards Boards (the FASB) Accounting Standards Codification (ASC) 260, Earnings Per Share. To the extent that stock options, warrants and convertible preferred stock are anti-dilutive, they are excluded from the calculation of diluted earnings (loss) per share. For the years ended December 31, 2025 and 2024, the Company excluded the following shares from the calculation of diluted loss per share because such amounts were anti-dilutive: | Schedule of anti-dilutive shares | | | | | | | | | | | | | 2025 | | | 2024 | | | | Shares issuable upon conversion of Series B Convertible Preferred Stock | | | | | | | 724,420 | | | | Shares issuable upon vesting of Restricted Stock Units | | | 500,000 | | | | | | | | Shares issuable upon exercise of stock options | | | 7,177,504 | | | | 6,420,629 | | | | Total | | | 7,677,504 | | | | 7,145,349 | | | **Fair Value Measurements** **** The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities, as necessary, and to determine fair value disclosures of financial instruments on a recurring basis. Consistent with ASC Topic 820, *Fair Value Measurements* (ASC 820), assets and liabilities that are required to be recorded at fair value are done so at the price that would be received to sell an asset or the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. When measuring fair value, and consistent with the fair value hierarchy in ASC 820, the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs consistent with the following fair value hierarchy: | | | Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to assess at the measurement date. | | | | | | | | | | Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. | | | | | | | | | | Level 3 inputs are unobservable inputs for the asset or liability. | | For assets and liabilities measured at fair value when there is limited or no observable market data, management applies judgment to estimate fair value and considers factors such as current pricing policy, the economic and competitive environment, the characteristics of the asset or liability, and other factors. The amounts estimated by management cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability. Inherent limitations in any such fair value calculation technique, including changes in discount rates, estimates of future cash flows, and other underlying assumptions, could significantly affect the results of current or future value. **Use of Estimates** **** The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include but are not limited to the applicability of accrued expenses and volatility used in the determination of stock-based expenses. Estimates are periodically reviewed in light of changes in circumstances, facts, and experience. There have been no changes in estimates during the periods presented. Actual results could differ from the Companys estimates and those differences may be material. | | F-7 | | | **Cash** Cash amounts consist of cash on hand, bank deposits, and money market accounts. Cash equivalents consist of all liquid debt instruments with original maturities of three months or less. As of December 31, 2025, and December 31, 2024, the Companys cash balances were $2,772,082 and $331,309, respectively, and the Companys cash equivalents were $-0- and $-0-, respectively. **Subscriptions Receivable and Stock Compensation** The Company typically reflects subscriptions receivable in stockholderss equity, unless there is substantial evidence of the intent and ability of the subscriber to pay the amounts in a reasonable amount of time, in which case the subscriptions receivable are instead reflected as an asset on the balance sheet. The subscriptions receivable of $73,431 was reflected as an asset on the balance sheet as of December 31, 2024, as the amounts were received from the subscribers within days after year-end, which was considered substantial evidence of the intent and ability of the subscribers to pay the amounts in a reasonable amount of time. The Company reflects stock-based compensation at the intrinsic value of the compensation ratably across the periods in which the compensation is earned. When stock is issued for services, the intrinsic value of the stock issued is amortized ratably over the period in which the compensation is earned. In the initial period of amortization, the amortized portion is reflected in preferred or common stock, as applicable, for both shares and the full par value with any residual reflected in additional paid-in capital. The amortization for each subsequent period is reflected entirely in additional paid-in capital. **Value Added Tax (VAT Tax)** **** The Companys subsidiary historically has paid significant amounts of value-added tax (VAT Tax) to the Chilean government on certain operating purchases. The tax paid can be offset against future VAT Tax due. The Company has not recorded any VAT tax receivables as of December 31, 2025, and December 31, 2024, because the Companys ability to engage in sales activity necessary to recover VAT taxes paid in on its expenditures, is currently indeterminable. **Property and Equipment** **** Property, plant, and equipment are stated at cost, less accumulated depreciation. Acquired property, plant and equipment are recognized at their estimated fair value. Capitalized costs may include computers, vehicles, furniture and fixtures, machinery, and equipment, and are depreciated using the straight-line method or unit-of-production method at rates sufficient to depreciate such costs over the shorter of estimated productive lives or the useful life of the individual assets. Useful lives range from 3 to 10 years. Capitalized costs may also include buildings or improvements to land, which if applicable, have useful lives ranging from 20 to 40 years. Gains and losses are reflected in income or expense upon sale or retirement of assets. Expenditures that extend the useful lives of property, plant and equipment or increase productivity are capitalized. Ordinary repairs and maintenance are expensed as incurred through operating expense. We periodically evaluate whether events or circumstances indicate that the net book value of our property, plant and equipment may not be recoverable. Costs are capitalized when it has been determined an ore body can be economically developed. The development stage begins at new projects when our management and/or board of directors make the decision to bring a mine into commercial production and ends when the production state, or extraction of reserves, begins. The production stage of a mine commences when salable materials, beyond a de minimis amount, are produced. Exploration costs include those relating to activities carried out (a) in search of previously unidentified mineral deposits or (b) at undeveloped concessions. Pre-development activities involve costs incurred in the exploration stage that may ultimately benefit production and are expensed due to a lack of evidence of economic development, which is necessary to demonstrate future recoverability of these expenses. Costs for exploration, evaluation, and pre-development, including drilling costs related to those activities (discussed further below), and repairs and maintenance on capitalized property and equipment are charged to operations as incurred. | | F-8 | | | Drilling, development, and related costs are either classified as exploration, pre-development or secondary development as defined above, and charged to operations as incurred, or capitalized based on the following criteria: | | | whether the costs are incurred to further define mineralization at and adjacent to existing reserve areas or intended to assist with mine planning within a reserved area; | | | | | | | | | | whether the drilling or development costs relate to an ore body that has been determined to be commercially mineable, and a decision has been made to put the ore body into commercial production; | | | | | | | | | | whether, at the time the cost is incurred: (a) the expenditure embodies a probable future benefit that involves a capacity, singly or in combination with other assets, to contribute directly or indirectly to future net cash inflows, (b) we can obtain the benefit and control others access to it, and (c) the transaction or event giving risk to our right to or control of the benefit has already occurred. | | If all of these criteria are met, drilling, development and related costs are capitalized. Drilling and development costs not meeting all of these criteria are expensed as incurred. The following factors are considered in determining whether or not the criteria listed above have been met, and whether capitalization of drilling and development costs is appropriate: | | | Completion of a favorable economic study and mine plan for the ore body targeted; | | | | | | | | | | authorization of development of the ore body by management and/or the board of directors; and | | | | | | | | | | there is a justifiable expectation, based on applicable laws and regulations, that issuance of permits or resolution of legal issues and/or contractual requirements necessary for us to have the right to or control of the future benefit from the targeted ore body have been met. | | Drilling and related costs at our properties as of and for the years ended December 31, 2025, and December 31, 2024, respectively, did not meet our criteria for capitalization. When assets are retired or sold, the costs and related allowances for depreciation and amortization are eliminated from the accounts and any resulting gain or loss is reflected in the current period net income (loss). **Impairment of Long-lived Assets** **** Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use and eventual disposition of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value less cost to sell or dispose, determined based on discounted cash flows. During the years ended December 31, 2025 and 2024, we recorded $1,881,082 and $-0-, respectively, impairment loss in those periods. The decision to write-down the mining concessions acquired on September 12, 2025 was driven by the lack of reliability of and availability of independent valuations for these unique assets, as necessary to substantiate their value on these financial statements. Baltum presently owns 6,377 hectares of exploitation-level mining concessions in the San Juan mining district, which were recorded as fully impaired and written down to $-0- value from approximately $10.7 million on the Companys facilities located in the San Juan mining district of Chile. Under a funding level that allows the Company to focus on exploration, Baltum will continue its exploration activities under these mining concessions toward proving the existence of cobalt and/or copper. Depending on the outcome of the exploration activities, the Company would then consider seeking a preliminary economic assessment, preliminary feasibility study, or definitive feasibility study to validate the expected profitability of constructing a plant to extract the target minerals and process them into saleable products. | | F-9 | | | **Environmental Obligations** **** We provide for environmental-related obligations when they are probable and amounts can be reasonably estimated. Where the available information is sufficient to estimate the amount of liability, that estimate has been used. Included in environmental liabilities are costs for the operation, maintenance and monitoring of site remediation plans (OM&M). If applicable, such reserves are based on our best estimates for these OM&M plans. Over time we could incur OM&M costs in excess of these reserves. However, we are unable to reasonably estimate an amount in excess of any recorded reserves because we cannot reasonably estimate the period for which such OM&M plans will need to be in place or the future annual cost of such remediation, as conditions at environmental sites change over time. If applicable, such additional OM&M costs could be significant in total but would be incurred over an extended period of years. Environmental remediation charges represent the costs for continuing charges associated with environmental remediation at operating sites from previous years and from products that are no longer manufactured and are currently not applicable. **Leases** **** The Company determines if an arrangement is a lease at the inception of the contract. If applicable, our operating leases are included in Operating lease right-of-use (ROU) assets, operating lease liabilities current, and Operating lease liabilities long term in the consolidated balance sheets. The operating lease ROU assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit interest rate, we utilize an estimated incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. In determining the discount rate used in the present value calculation, the Company has elected to apply the portfolio approach for leases provided the leases commenced at or around the same time. This election allows the Company to account for leases at a portfolio level provided that the resulting accounting at this level would not differ materially from the accounting at the individual lease level. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. If leases are applicable, the Company has elected not to separate lease and non-lease components and accounts for each separate lease component and non-lease component associated with that lease component as a single lease component. Operating lease ROU assets include all contractual lease payments and initial direct costs incurred less any lease incentives. Facility leases generally only contain lease expense and non-component items such as taxes and pass-through charges. Additionally, we have elected not to apply the recognition requirements of ASC 842 to leases which have a lease term of less than one year at the commencement date. **Mining Concessions** **** Mining concessions are recorded at cost based on the payments required under the contracts. Amortization begins when placed in service after the mining concession is exercised. Mining concessions are amortized over their useful life based on the pattern over which the mining concessions are consumed or otherwise used up. Determination of expected useful lives for amortization calculations is made on a property-by-property or asset-by-asset basis at least annually. At the time an ore body can be economically developed, the basis of the mining concession will be amortized on a units-of-production basis. Pursuant to our policy on the impairment of long-lived assets, if it is determined that a mining concession cannot be economically developed or its innate value has not been independently substantiated, the basis of the mining concession is reduced to its fair value and an impairment loss is recorded to expense in the period in which it is determined to be impaired. Finite-lived intangible assets are tested for impairment when events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Intangible assets that are not subject to amortization are tested for impairment annually and more frequently if events or changes in circumstances indicate that is more likely than not, meaning more than 50%, that the asset is impaired. The value of the exploitation mining concessions owned by Baltum has yet to be independently substantiated by a valuation or any level of feasibility study. As of December 31, 2025, and December 31, 2024, these mining concessions had a value of $-0- and $-0-, respectively on the Companys consolidated balance sheet. | | F-10 | | | **Restructuring and Other Charges** We continually perform strategic reviews and assess the returns on our businesses. In the event that this results in a plan to restructure the operations of our business, we record an accrual for severance and other exit costs under the provisions of the relevant accounting guidance. **Research and Development** Research and development costs are expensed as incurred. **Foreign Currency** **** The reporting currency of the Company is the U.S. dollar. The functional currency of Baltum, the Companys wholly-owned subsidiary, is the Chilean Peso. The assets and liabilities of Baltum are translated into U.S. dollars based on exchange rates at the end of each reporting period. Expenses are translated at average exchange rates during the reporting period. Gains and losses arising from the translation of assets and liabilities are included as a component of accumulated other comprehensive income or loss within the Companys consolidated balance sheet. Gains and losses resulting from foreign currency transactions are reflected within the Companys consolidated statements of operations. Transactions denominated in foreign currency other than our functional currency of the foreign operation are recorded upon initial recognition at the exchange rate at the date of the transaction. After initial recognition, monetary assets and liabilities denominated in foreign currency are remeasured at each reporting date into the functional currency at the exchange rate at that date. The Company has not utilized foreign currency hedging strategies to mitigate the effect of its foreign currency exposure. We recorded transaction and remeasurement gains of $-0.0- million and $-0.0- million for the years ended December 31, 2024 and 2025, respectively. **Income Taxes** **** The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Companys tax returns. Deferred taxes are determined based on the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. The potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Companys wholly owned subsidiary is subject to foreign corporate tax in foreign taxing jurisdictions. We do not provide income taxes on the equity in undistributed earnings of consolidated foreign subsidiaries as it is our intention that such earnings will remain invested in those companies. The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes (ASC 740). Under ASC 740, income tax expense includes federal and state taxes currently payable and deferred taxes arising from temporary differences between income for financial reporting and income tax purposes. In accordance with ASC 740, the Company has evaluated its tax positions. A tax position is recognized as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that has a likelihood of being realized on examination of more than 50 percent. For tax positions not meeting the more likely than not test, no tax benefit is recorded. Under the more likely than not threshold guidelines, the Company believes no significant uncertain tax positions exist, either individually or in the aggregate, that would give rise to the non-recognition of an existing tax benefit. The Companys policy is to account for interest expense and penalties related to unrecognized tax benefits as a component of income tax expense. The Company is currently not under examination with any federal, state, or foreign taxing authorities. In addition, the Company had no material unrecognized tax benefits or accrued interest and penalties as of and for the year ended December 31, 2025. | | F-11 | | | **Concentration of Credit Risk and of Significant Vendors** **** The Company maintains cash balances at financial institutions in the U.S. and Chile. The Company holds all cash balances at accredited financial institutions, in amounts that exceed federally insured limits in the United States of America. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. **Segment Reporting** **** The Company has not yet begun generating revenues from its planned principal operations and operates as a single reportable segment for its mining projects in Chile. The chief operating decision maker is the Companys chief executive officer, who assesses the performance based on total expenses, cash flows and progress made in the Companys ongoing development efforts. All of the Companys long-lived assets are located in Chile. **Recently Issued and Adopted Accounting Pronouncements** **** The Companys management has evaluated all the recently issued accounting pronouncements through the filing date of these financial statements, including ASC 2023-09, and does not believe that any of these pronouncements will have a material impact on the Companys current financial position and results of operations. | 4. | Property and Equipment, Net | | **** Property and equipment, net consisted of the following: | Schedule of property and equipment, net | | | | | | | | | | | December 31, | | | December 31, | | | | | | 2025 | | | 2024 | | | | Machinery and equipment | | $ | 29,583 | | | $ | 29,583 | | | | Property and equipment, gross | | | 29,583 | | | | 29,583 | | | | Accumulated depreciation | | | (26,625 | ) | | | (26,625 | ) | | | Property and equipment, net | | $ | 2,958 | | | $ | 2,958 | | | Depreciation expenses for the years ended December 31, 2025, and December 31, 2024, amounted to $-0- and $-0-, respectively. Loss on retirement of assets for the years ended December 31, 2025, and December 31, 2024, amounted to $-0- and $-0-, respectively. | 5. | Accrued Expenses | | **** Accrued expenses consisted of the following: | Schedule of accrued expenses | | | | | | | | | | | December 31, | | | December 31, | | | | | | 2025 | | | 2024 | | | | Service fees | | $ | 12,500 | | | $ | 14,000 | | | | Employee benefits | | | 2,100 | | | | 2,000 | | | | Other | | | 444 | | | | 441 | | | | Total accrued expenses | | $ | 15,044 | | | $ | 16,441 | | | | | F-12 | | | | 6. | Stockholders Equity | | **** **Preferred Stock** **** The Companys certificate of incorporation authorized the Company to issue 25,000,000 shares of Preferred Stock, $0.0001 par value. On December 28, 2017, a Certificate of Designations was approved by the Board of Directors that authorized the issuance of 7,500,000 shares of Series A Convertible Preferred Stock, of which 5,151,125 were issued and then later converted to common stock on August 10, 2020. Once converted the provisions of the Certificate of Designations do not allow for the re-issuance of those shares. On December 26, 2024, a Certificate of Designations was approved by the Board of Directors that authorized the issuance of 2,600,000 shares of Series B Convertible Preferred Stock. Then on December 29, 2024, an amended and restated Certificate of Designations was approved by the Board of Directors that authorized the issuance of 2,900,000 shares of Series B Convertible Preferred Stock (an increase of 300,000 shares), among other terms and conditions. The Certificate of Designations allows for anti-dilution protection and includes a provision that all Preferred shares were to convert to their common stock equivalent, at a ratio of one share of preferred equals one share of common stock, subject to adjustments for dividends, splits and/or anti-dilution, as of December 31, 2025. All 2,407,785 shares of Series B Convertible Preferred Stock converted to common stock on December 31, 2025. There were no shares of Series A Convertible Preferred Stock and -0- and 724,420 shares of Series B Convertible Preferred Stock issued and outstanding as of December 31, 2025, and/or December 31, 2024, respectively. 2025 Issuances: During the year ended December 31, 2025, the Company issued the following shares of preferred stock: | | | 1,683,365 shares of Series B Convertible Preferred Stock were issued to investors at $0.45 per share for total proceeds of $757,514.25. In addition, $73,431 of Subscriptions Receivable were received in cash for an overall total of $830,945.25 cash received in the twelve-month period. | | 2024 Issuances: During the year ended December 31, 2024, the Company issued the following shares of preferred stock: | | | 724,420 shares of Series B Convertible Preferred Stock were issued to investors at $0.45 per share for total commitments of $325,989. Of the $325,989 in commitments, $252,558 was received in cash by December 31, 2024 and $73,431 was reflected as Subscriptions Receivable at December 31, 2024 and all amounts due were received in cash by shortly after year-end. | | **Common Stock** **** The Companys certificate of incorporation authorizes the Company to issue 100,000,000 shares of $0.0001 par value common stock. As of December 31, 2025, and December 31, 2024, there were 56,409,930 and 43,502,145 shares of common stock issued and outstanding, respectively. Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Companys stockholders. | | F-13 | | | 2025 Issuances: During the year ended December 31, 2025, the Company issued the following shares of common stock: | | | 4.5 million shares were issued to Cobalt Chile SpA on September 12, 2025, on behalf of Baltum, for it to acquire 30 full-exploitation mining concessions at the fair value price on the date of issuance of $0.42 per share, which equates to total acquisition value of $1,890,000, as reflected in the supplemental disclosure of non-cash financing activities in the financial statements. | | | | | 6 million shares overall were issued to Madesal SpA (4 million shares) and Glencore Ltd (2 million shares) on December 2, 2025, at the fair value price on the date of issuance of $0.50 per share for total gross proceeds of $3,000,000, and after reducing for $247,500 of direct and incremental costs of the raise, there were net proceeds of $2,752,500. | | | | | 2,407,785 shares were converted at one share of common issued for every one share of Series B Convertible Preferred tendered on December 31, 2025, as indicated previously in the Preferred Stock section. | | 2024 Issuances: During the year ended December 31, 2024, the Company issued the following shares of common stock: | | | 216,429 shares were issued to a vendor on March 19, 2024, for a year of services at the fair value price on the date of issuance of $0.26 per share, which equates to total annual compensation paid in the amount of $56,272. Since the stock had not traded as of the date of issuance, the $0.26 per share was used as it was the offering price for the most recently completed private placement capital raise by the Company on April 12, 2023. The stock-based compensation was amortized quarterly for the year of service. As of December 31, 2024, all $56,272 of the stock-based compensation is reflected in the financial statements as non-cash expense. | | **Stock Options and Restricted Stock Units** **** On April 26, 2022, the board adopted, and by shareholder consent achieved on April 29, 2022, the shareholders approved the Companys 2022 Equity Incentive Plan (the 2022 Plan), which allows awards for up to 5,850,000 options to purchase 5,850,000 shares of its Common Stock at prevailing fair value exercise prices at the time of each award. There were 5,611,254 options to purchase 5,611,254 shares of its Common Stock, net of forfeitures, awarded under the 2022 Plan as of December 31, 2025. The purposes of the 2022 Plan are (i) to attract and retain the best available personnel for positions of substantial responsibility, (ii) to provide additional incentives to Employees, Directors, and Consultants, and (iii) to promote the success of the Companys business. On May 24, 2022, the Company granted stock options to purchase an aggregate of 5,025,000 shares to officers/management, advisors, and directors at an exercise price of $0.20. The options vest quarterly starting on June 30, 2022, for 25% of the granted shares and then the remainder in equal installments over a one-and-one-half-year period and expire in 10 years from the date of the grant. On June 1, 2022, the Company granted stock options to purchase an aggregate of 80,004 shares to an advisor at an exercise price of $0.20. The options vest quarterly in equal installments over a one-year period and expire in 10 years from the date of grant. On July 15, 2022, the Company granted stock options to purchase an aggregate of 450,000 shares to an officer at an exercise price of $0.20. The options vest quarterly starting on September 30, 2022, for 25% of the granted shares and then the remainder in equal installments over a three-quarter year period and expire in 10 years from the date of grant. On July 28, 2022, the Company granted stock options to purchase an aggregate of 150,000 shares to an officer/director at an exercise price of $0.20. The options vest quarterly starting on September 30, 2022, for 12.5 % of the granted shares and then the remainder in equal installments over a one-and-three-quarter-year period and expire in 10 years from the date of grant. | | F-14 | | | On June 29, 2023, the board adopted, and by shareholder consent achieved on June 30, 2023, the shareholders approved the Companys 2023 Equity Incentive Plan (the 2023 Plan), which allows awards for up to 1,963,746 options to purchase 1,963,746 shares of its Common Stock at prevailing fair value exercise prices at the time of each award. There were 1,870,000 options to purchase 1,870,000 shares of its Common Stock awarded under the 2023 Plan as of December 31, 2025. The purposes of the 2023 Plan are (i) to attract and retain the best available personnel for positions of substantial responsibility, (ii) to provide additional incentives to Employees, Directors, and Consultants, and (iii) to promote the success of the Companys business. On July 1, 2023, the Company granted stock options to purchase an aggregate of 750,000 shares to officers/management and directors at an exercise price of $0.26. The options vest quarterly starting on October 1, 2023, in equal installments over a two-year period and expire in 10 years from the date of grant. On July 7, 2023, the Company granted stock options to purchase an aggregate of 300,000 shares to directors at an exercise price of $0.26. The options vest quarterly starting on October 1, 2023, for 12.5% of the granted shares and then the remainder in equal installments over a one-and-one-half-year period and expire in 10 years from the date of grant. On January 25, 2024, the Company granted stock options to purchase an aggregate of 75,000 shares to advisory board members at an exercise price of $0.26. The options vest quarterly starting on March 31, 2024, for 25% of the granted shares and then the remainder in equal installments at each quarter-end through the end of 2024 and expire in 10 years from the date of grant. On February 13, 2024, the Company granted stock options to purchase an aggregate of 50,000 shares to an advisory board member at an exercise price of $0.26. The options vest quarterly starting on March 31, 2024, for 25% of the granted shares and then the remainder in equal installments at each quarter-end through the end of 2024 and expire in 10 years from the date of grant. On January 17, 2025, the Company granted stock options to purchase an aggregate of 645,000 shares to officers/management, directors, contractors and advisory board members at an exercise price of $0.50. The 570,000 options awarded to officers/management, directors and contractors vest quarterly starting on March 31, 2025, for 12.5% of the granted shares and then the remainder in equal installments at each quarter-end through the end of 2026 and expire 10 years from the date of grant. The 75,000 options awarded to advisory board members vest quarterly starting on March 31, 2025, for 25% of the granted shares and then the remainder in equal installments at each quarter-end through the end of 2025 and expire in 10 years from the date of grant. On July 29, 2025, the Company granted stock options to purchase an aggregate of 50,000 shares to a director at an exercise price of $0.37. The 50,000 options awarded to the director vested in full immediately upon award and expire in 10 years from the date of grant. On July 24, 2025, the board approved, and by shareholder consent achieved on August 27, 2025, the shareholders adopted the Companys 2025 Equity Incentive Plan (the 2025 Plan), which allows awards for up to 5,000,000 shares of its common stock to be awarded in various equity incentive formats at prevailing fair value exercise prices at the time of each award. There were 500,000 Restricted Stock Units (RSUs) related to its Common Stock awarded under the 2025 Plan as of December 31, 2025. The purposes of the 2025 Plan are (i) to attract and retain the best available personnel for positions of substantial responsibility, (ii) to provide additional incentives to Employees, Directors, and Consultants, and (iii) to promote the success of the Companys business. On August 28, 2025, the Company granted 500,000 RSUs related to its Common Stock to a director. The RSUs all vest on July 27, 2027, assuming the Plan Administrator has not accelerated the vesting for any reason and the director is still actively delivering services under the Consulting and Advisory Agreement between director and Company. | | F-15 | | | Stock Options: The fair value of the options granted was estimated on the date of grant using the Black-Scholes options pricing model, with the following weighted average assumptions: | Schedule of assumptions used for valuating options | | | | | | | | | Description | | As of December 31, 2024 | | | As of December 31, 2025 | | | | Expected dividend yield | | | 0.00% | | | | 0.00% | | | | Expected stock volatility (a) | | | 67.20% | | | | 129.10% | | | | Risk-free interest rate | | | 5.027% | | | | 3.625% | | | | Expected life of options (years) | | | 3.00 - 5.00 | | | | 3.00 - 5.00 | | | | Expected forfeiture rate | | | 0.00% | | | | 0.00% | | | | Grant date fair value range per option issued | | $ | 0.1251 - 0.1251 | | | $ | 0.3197 - 0.4020 | | | | | (a) | At the time of determination of expected stock volatility, the Companys securities were trading over-the-counter as an OTCQB traded stock, but for less than two years and under limited trading volume such that calculated volatility based solely on the Companys volatility isnt necessarily indicative of the expected volatility over the expected life of the options and RSUs. Therefore, the expected stock volatility was estimated using three public companies in the same industry as the Company and calculating an equal-weighted and blended volatility of the Companys volatility and the volatility of those three believed-to-be-representative companies over the same period. | | During the years ended December 31, 2025, and December 31, 2024, the Company recorded stock-based compensation expenses of $188,398 and $101,728, respectively. As of December 31, 2025, the unamortized stock option expense was $98,416. The Companys stock options had an intrinsic value of $16,524,884, based on the OTCQB published closing price for (OTCQB: COBA) of $2.46 per share as of December 31, 2025, which may not be indicative of the true market value of the stock options given the limited historical volumes traded and the volatility of the underlying shares as of that date. Stock-based compensation expense is measured at the date of grant, based on the fair value of the award, and is recognized over the vesting period of the option. The Company recognizes forfeitures in stock-based compensation expense as they occur. A summary of the changes in stock options outstanding at December 31, 2025, are presented below: | Schedule of changes in stock options outstanding | | | | | | | | | | | Options Outstanding Number of Shares | | | Weighted Average Exercise Price | | | | Balance, December 31, 2023 | | | 6,661,254 | | | $ | 0.21 | | | | Issued | | | 125,000 | | | $ | 0.26 | | | | Expired/Forfeited | | | | | | | n/a | | | | Exercised | | | | | | | n/a | | | | Balance, December 31, 2024 | | | 6,786,254 | | | $ | 0.21 | | | | Issued | | | 695,000 | | | $ | 0.49 | | | | Expired/Forfeited | | | (56,250 | ) | | | 0.50 | | | | Exercised | | | | | | | n/a | | | | Balance, December 31, 2025 | | | 7,425,004 | | | $ | 0.23 | | | | | F-16 | | | The Company has the following options outstanding and exercisable at December 31, 2025 and December 31, 2024: | Schedule of options outstanding and exercisable | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | December 31, 2025 | | December 31, 2024 | | | | Issue Date | | Expiry Date | | Exercise Price | | Stock Options Outstanding | | Stock Options Exercisable | | Remaining Life | | Exercise Price | | Stock Options Outstanding | | Stock Options Exercisable | | Remaining Life | | | | May 24, 2022 | | May 24, 2032 | | $ | 0.20 | | | 4,931,250 | | | 4,931,250 | | | 6.40 | | $ | 0.20 | | | 4,931,250 | | | 4,931,250 | | | 7.40 | | | | June 1, 2022 | | June 1, 2032 | | $ | 0.20 | | | 80,004 | | | 80,004 | | | 6.42 | | $ | 0.20 | | | 80,004 | | | 80,004 | | | 7.42 | | | | July 15, 2022 | | July 15, 2032 | | $ | 0.20 | | | 450,000 | | | 450,000 | | | 6.55 | | $ | 0.20 | | | 450,000 | | | 450,000 | | | 7.54 | | | | July 28, 2022 | | July 28, 2032 | | $ | 0.20 | | | 150,000 | | | 150,000 | | | 6.58 | | $ | 0.20 | | | 150,000 | | | 150,000 | | | 7.58 | | | | July 1, 2023 | | July 1, 2033 | | $ | 0.26 | | | 750,000 | | | 750,000 | | | 7.51 | | $ | 0.26 | | | 750,000 | | | 496,875 | | | 8.50 | | | | July 7, 2023 | | July 7, 2033 | | $ | 0.26 | | | 300,000 | | | 300,000 | | | 7.52 | | $ | 0.26 | | | 300,000 | | | 187,500 | | | 8.52 | | | | January 25, 2024 | | January 25, 2034 | | $ | 0.26 | | | 75,000 | | | 75,000 | | | 8.08 | | $ | 0.26 | | | 75,000 | | | 75,000 | | | 9.07 | | | | February 13, 2024 | | February 13, 2034 | | $ | 0.26 | | | 50,000 | | | 50,000 | | | 8.13 | | $ | 0.26 | | | 50,000 | | | 50,000 | | | 9.13 | | | | January 17, 2025 | | January 17, 2035 | | $ | 0.50 | | | 588,750 | | | 341,250 | | | 9.05 | | $ | n/a | | | | | | | | | n/a | | | | July 29, 2025 | | July 29, 2035 | | $ | 0.37 | | | 50,000 | | | 50,000 | | | 9.58 | | | n/a | | | | | | | | | n/a | | | | Totals and Weighted Averages Outstanding | | | | $ | 0.23 | | | 7,425,004 | | | 7,177,504 | | | 6.83 | | $ | 0.21 | | | 6,786,254 | | | 6,420,629 | | | 7.61 | | | The Companys board typically grants annual equity awards during scheduled meetings, independent of MNPI releases. Awards are not timed to coincide with MNPI, and the Company did not intentionally align MNPI releases to influence compensation during the years ended December 31, 2025, and December 31, 2024. For the award on January 17, 2025, there were two covered periods that were triggered related to a Form 8-K filing on January 16, 2025 and another Form 8-K filing on January 22, 2025, the % change in closing price is presented separately and respectively in the table below for those two filings: | Name | | Grant Date | | Securities Underlying Options (Shares) | | Exercise Price (per Share) | | Grant Date Fair Value | | % Change in Closing Price (1) | | | Duncan Blount (PEO) | | January 17, 2025 | | 200,000 | | $ | 0.50 | | $ | 80,398 | | 0% | | | Duncan Blount (PEO) | | January 17, 2025 | | 200,000 | | $ | 0.50 | | $ | 80,398 | | 0% | | | Jim Van Horn (CFO) | | January 17, 2025 | | 60,000 | | $ | 0.50 | | $ | 24,119 | | 0% | | | Jim Van Horn (CFO) | | January 17, 2025 | | 60,000 | | $ | 0.50 | | $ | 24,119 | | 0% | | | Jeremy McCann (COO) | | January 17, 2025 | | 25,000 | | $ | 0.50 | | $ | 10,050 | | 0% | | | Jeremy McCann (COO) | | January 17, 2025 | | 25,000 | | $ | 0.50 | | $ | 10,050 | | 0% | | Restricted Stock Units (RSUs): The fair value of the 500,000 RSUs granted was $217,500, based on the closing price of $0.435 per share on the grant date of August 28, 2025. During the years ended December 31, 2025, and December 31, 2024, the Company recorded stock-based compensation expenses of $39,207 and $-0-, respectively. As of December 31, 2025, the unamortized RSU expense was $178,293. The Companys RSUs had an intrinsic value of $1,230,000, based on the OTCQB published closing price of $2.46 per share as of December 31, 2025, which may not be indicative of the true market value of the stock options given the limited historical volumes traded and the volatility of the underlying shares as of that date. Stock-based compensation expense is measured at the date of grant, based on the fair value of the award, and is recognized over the vesting period of the option. The Company recognizes forfeitures in stock-based compensation expense as they occur. | | F-17 | | | | 7. | Commitments and Contingencies Indemnification Agreements | | **** In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners, and other parties with respect to certain matters. In addition, the Company has entered into indemnification agreements with members of its board of directors that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company does not believe that the outcome of any claims under indemnification arrangements will have a material effect on its consolidated financial position, results of operations, or cash flows, and it has not accrued any liabilities related to such obligations in its consolidated financial statements as of December 31, 2025, and December 31, 2024. **Litigation** **** From time to time, the Company may be subject to claims and lawsuits arising in the normal course of business. The Companys management believes that the outcome of any litigation or claims will not have a material effect on the Companys consolidated financial position, results of operations, or cash flows. As of December 31, 2025, management was not aware of any material active, pending, or threatened litigation. | 8. | Income Taxes | | The Company provides for income taxes under ASC 740, Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. | Schedule of income tax expense | | | | | | | | | | | | | | | | | | | | | | | | | | | Rate Reconciliation | December 31, 2025 | | December 31, 2024 | | | | | Chilean Cobalt | | Baltum | | Consolidated | | Rate Impact | | Chilean Cobalt | | Baltum | | Consolidated | | Rate Impact | | | | Pre-tax book loss | | (1,053,324 | ) | | (2,209,816 | ) | | (3,263,140 | ) | | | | | (785,031 | ) | | (97,543 | ) | | (882,574 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Federal rate | | 21% | | | 27% | | | | | | | | | 21% | | | 27% | | | | | | | | | | Federal provision | | (221,000 | ) | | (597,000 | ) | | (818,000 | ) | | | | | (165,000 | ) | | (27,000 | ) | | (192,000 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | State rate | | 6.99% | | | n/a | | | | | | | | | 6.99% | | | n/a | | | | | | | | | | State provision | | (74,000 | ) | | | | | (74,000 | ) | | | | | (55,000 | ) | | | | | (55,000 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Provision at statutory rate | | (295,000 | ) | | (597,000 | ) | | (892,000 | ) | | 27% | | | (220,000 | ) | | (27,000 | ) | | (247,000 | ) | | 28% | | | | Change in valuation allowance | | 295,000 | | | 597,000 | | | 892,000 | | | -27% | | | 220,000 | | | 27,000 | | | 247,000 | | | -28% | | | | Total tax expense (benefit) current and deferred | | | | | | | | | | | 0% | | | | | | | | | | | | 0% | | | As of December 31, 2025, the Company had federal and state net operating loss carryforwards of approximately $6,900,000 with no expiration date to use these credits, that are available to offset future liabilities for income taxes. The Company paid no income taxes in the years ended December 31, 2025, and December 31, 2024 in any jurisdiction, related to returns for the fiscal years ended December 31, 2024, and December 31, 2023, nor does it expect to pay any income taxes in 2026, related to the return for the fiscal year ended December 31, 2025. The Company has generally established a valuation allowance against these carryforwards based on an assessment that it is more likely than not that these benefits will not be realized in future years. The Company has reviewed the scheduled reversals of the deferred tax assets and its projected taxable income in conjunction with the changes in tax laws enacted and determined a valuation allowance is required at December 31, 2025 and 2024. The December 31, 2025 and 2024, results of operations include an increase in our valuation allowance of $892,000 and $247,000, respectively. We established the valuation allowance based on the weight of available evidence, both positive and negative, including results of recent and current operations and our estimates of future taxable income or loss by jurisdiction in which we operate. In order to determine the amount of deferred tax assets or liabilities, as well as the valuation allowances, we must make assumptions, including changes in tax laws and other changes impacting our ability to recognize the underlying deferred tax assets, could require us to adjust the valuation allowances. The Company has not undertaken a formal analysis of 26 C.F.R. Section 382 and cannot determine at this time whether the NOL will be subject to limitations due to a change in control. | | F-18 | | | | 9. | Related Party Activity | | The Companys Chilean legal counsel, Quinzio Abogados SpA (QA) have power of attorney (POA) over and also provide legal counsel to Baltum. Baltums contracted general manager is Felipe Quinzio, the sole owner of NyD Mining SpA (NyD). Baltum paid NyD for the services of Felipe Quinzio during the years ended December 31, 2025 and December 31, 2024 and for accounting services provided by NyD since July 2024. One of the law partners and owner of QA is Cristian Quinzio, who is the parent of Felipe Quinzio. Baltum pays QA for legal services provided, whether QA is engaged at the request of Baltum or the Company. There were no bills outstanding with Baltum to NyD at December 31, 2025 or December 31, 2024. There were bills for $1,401 and $-0- outstanding with Baltum to QA at December 31, 2025 and December 31, 2024, respectively. There were no amounts accrued for legal services or managerial and accounting services accrued for either QA or NyD at December 31, 2025 or December 31, 2024. Baltum incurred legal expenses provided by QA of $40,402 and $6,568 for the years ended December 31, 2025 and December 31, 2024, respectively. Baltum incurred managerial and accounting expenses provided by NyD of $40,784 and $35,098 for the years ended December 31, 2025 and December 31, 2024, respectively. In addition, Baltum made no direct reimbursements to Felipe Quinzio for business expenses paid by him in the years ended December 31, 2025 and December 31, 2024, respectively. The Companys director, Ash Lazenby, has an advisory agreement with the Company and stands to receive 500,000 RSUs when they vest in July 2027, which have an intrinsic value of $1,230,000 as of December 31, 2025. Also, Mr. Lazenby is a former employee of Glencore Ltd. Glencore Ltd is an investor in the Company and has a Deed of Undertaking with the Company giving it first and last right of refusal on cobalt and copper off-take from any future production at the Companys La Cobaltera and El Cofre Projects for the life of mine. | | F-19 | | | | 10. | Subsequent Events | | Subsequent to year-end, on January 6, 2026, CORFO (the Chilean Economic Development Agency) officially announced the selection of the project entitled Sustainable Cobalt: A Semi-Industrial Validation of the Green Cobalt Biotechnological Process Integrated with an Extractive Metallurgical Strategy Focused on Tailings and Circular Mining (the Project) for a $3,000,000 R&D Contribution (the Grant), which is to be funded by Albemarle Limitada under agreement with CORFO to support research and development programs vetted and approved by CORFO. The Project objective is to recover marketable volumes of cobalt product from tailings and mining waste. The Company is one participant in a consortium of industry sponsors for the Project and has committed to providing $200,000 overall support consisting of half monetary and half in-kind support over the expected three-year project timeline. The Companys support equates to approximately 21% of the overall consortium-required support contribution of $950,000 toward the project. The other key participants in the consortium are Universidad Andres Belo, through its Center for Systems Biotechnology, Pucobre (SSE: PUCOBRE), a Chilean copper mining company listed on the Santiago Stock Exchange, and ENAMI, Chiles state-owned mining company. Subsequent to year-end, on January 8, 2026, the Company entered into a binding earn-in and option agreement with NeoRe SpA, a privately-held Chilean Company to acquire approximately 6,300 hectares of mining concessions (the Properties) within the coastal belt region near Concepcion Chile with an ionic adsorption clay-style rare earth elements system enriched with yttrium, neodymium, dysprosium and terbium elements critical to defense and advanced manufacturing supply chains. If the option to acquire the mining concessions for development contributions and 6,000,000 common shares of the Company is not exercised, the Company may still earn as much as a 2% net smelter return royalty (NSR) on the Properties, depending on the phase of project development achieved through funding by the Company, subject to a maximum of $3,000,000USD to be contributed over an expected nine to eighteen month expected scale-up period to production. Upon exercise of the option, a definitive agreement for the acquisition of the Properties would outline the conditions precedent, project management and environmental, social and governance commitments. The Company is not obligated to proceed with the earn-in contributions or the acquisition of the Properties if its ongoing due diligence or other strategic priorities dictate otherwise, however, any amounts contributed that do not go toward the earning of an additional NSR stake are non-refundable. **** **** **** **** | | F-20 | | | **** **ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE** On May 6, 2024, our Audit Committee approved the dismissal of BF Borgers CPA PC (Borgers), which was then serving as our independent registered public accounting firm, effective immediately. The reports of Borgers on our consolidated financial statements for the fiscal years ended December 31, 2023 and 2022 did not contain any adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle, except that each report on our consolidated financial statements contained an explanatory paragraph regarding our ability to continue as a going concern based on our recurring losses from operations and need for additional capital to fund its current operating plan. During the fiscal years ended December 31, 2023 and 2022 and the subsequent interim period through May 6, 2024, the effective date of Borgers dismissal, there were (i) no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between us and Borgers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Borgers would have caused Borgers to make reference thereto in its reports on the consolidated financial statements of the Company for such years, and (ii) no reportable events (as that term is defined in Item 304(a)(1)(v) of Regulation S-K). On May 16, 2024, we engaged Fruci & Associates II, PLLC (Fruci) to serve as our independent registered public accounting firm. Our Audit Committee authorized the engagement of Fruci on May 15, 2024. During our two most recent fiscal years (ended December 31, 2023 and December 31, 2022) and the subsequent interim period (January 1, 2024 to May 16, 2024) prior to the engagement of Fruci, neither we, nor anyone on our behalf consulted Fruci with respect to any of the matters or reportable events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K. **ITEM 9A. CONTROLS AND PROCEDURES** **Disclosure Controls and Procedures** Our Chief Executive Officer and Principal Financial Officer have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025. Based upon such evaluation, the Chief Executive Officer and Principal Financial Officer have concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective as required under Rules 13a-15(e) and 15d-15(e) under the Exchange Act. **Managements Report on Internal Control over Financial Reporting** Management is responsible for establishing and maintaining adequate internal control over our financial reporting (as defined in Rue 13a-15(f) and 15d-15(f) of the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Companys assets that could have a material effect on the financial statements. | | 81 | | | Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. Management, under the supervision of our Chief Executive Officer and Principal Financial Officer, conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in *2013 Internal Control Integrated Framework*issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of December 31, 2025 under the criteria set forth in the *2013 Internal Control Integrated Framework*. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Management has determined that a material weakness exists due to a lack of segregation of duties and lack of sufficient overall statement of internal controls over financial reporting. Currently, management contracts with an outside certified public accountant to assist us with preparation of our filings required pursuant to the Exchange Act. **Changes in Internal Control over Financial Reporting** There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. **ITEM 9B. OTHER INFORMATION** During the year-ended December 31, 2025, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K. **ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS** Not applicable. **** **** **** **** **** **** **** **** | | 82 | | | **** **PART III** **ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE** **Board of Directors and Executive Officers** Our directors hold office until the date of the third annual meeting of the shareholders following the annual meeting at which such directors were elected. Notwithstanding the foregoing, the directors shall serve until their successors are elected and qualified, or until their deaths, resignations or removals. Our executive officers hold office at the pleasure of our board of directors, or until their deaths, resignations or removals. Our directors and executive officers, their ages, positions held, and durations of such are as follows: **** **** | Name | | Age | | Positions Held | | Initial Term of Office | | | Duncan T. Blount | | 42 | | Chief Executive Officer, President and Board Chairperson of Chilean Cobalt | | July 2022 | | | | | | | | | | | | Jim Van Horn | | 60 | | Chief Financial Officer of Chilean Cobalt | | January 2022 | | | | | | | | | | | | Jeremy McCann | | 47 | | Chief Operating Officer and Secretary of Chilean Cobalt | | December 2017 | | | | | | | | | | | | Andy Sloop | | 59 | | Chief Sustainability Officer and Director of Chilean Cobalt | | October 2021 | | | | | | | | | | | | Fiona Clouder | | 64 | | Independent Director of Chilean Cobalt | | July 2023 | | | | | | | | | | | | Ash Lazenby | | 41 | | Director of Chilean Cobalt | | July 2025 | | | | | | | | | | | | Tom Diffely | | 60 | | Director of Chilean Cobalt | | March 2026 | | | | | | | | | | | | Michael Caperonis | | 47 | | Director of Chilean Cobalt | | March 2026 | | **** **** **Executive Officers and Directors** **Duncan T. Blount.**Mr. Blount has served as our Chief Executive Officer and Board Director since July 2022, including Board Chairperson since January 2024. He has served on the Audit Committee since Mr. Blount has nearly 20 years of experience focused on global natural resources. Prior to Chilean Cobalt, Mr. Blount served as Chief Executive Officer and Director of Decklar Resources, Inc. (TSX-V:DKL), a Canadian-listed independent oil and gas company operating in Nigeria, including the producing Oza field (OML 11) and development of the Asaramatoru field (OML 11) and Emohua field (OML 22). Prior to its rebranding, Decklar Resources, Inc. operated as Asian Mineral Resources Ltd., developer, owner, and operator of the Ban Phuc nickel-copper-cobalt mine in northern Vietnam, the countrys first modern base metals mine and production facility. Before moving into corporate executive leadership, Mr. Blount spent a decade in investment management, specializing in natural resources in emerging markets. He held key roles at Redwheel (formerly RWC Partners Ltd.) and Everest Capital Ltd., where he managed analysis and portfolio strategies focused on commodities and natural resource assets. Mr. Blount also serves as a Non-Executive Director of American Tungsten Corp. (CSE:TUNG; OTCQB:TUNGF), which is advancing the past-producing IMA Mine Project in Idaho, and as a member of the Advisory Board of Ocean Minerals LLC, a private deep-ocean minerals exploration and development company advancing the Moana-1 polymetallic nodule project in the Cook Islands Exclusive Economic Zone. | | 83 | | | He holds an MBA from the Thunderbird School of Global Management in Glendale, Arizona and a BA in Language and World Trade from Samford University in Birmingham, Alabama. **Jim Van Horn, CPA.**Mr. Van Horn has served as our Chief Financial Officer since January 2022. From July 2020 to December 2021, he was in between positions and focusing on family and personal wellbeing. From December 2018 to June 2020, Mr. Van Horn served as the interim CFO and Chief Compliance Officer for Sigma Investment Management Co. upon acquisition by and transition to Mercer Global Advisors. From May 2005 to December 2018, he served as the Chief Financial Officer and Chief Compliance Officer of Sigma Investment Management Co. Mr. Van Horn holds a post-baccalaureate degree in Accounting from Portland State University. Mr. Van Horn has been licensed as a CPA in the state of Oregon since 1999. Mr. Van Horn also holds a B.S. in Chemical Engineering from Oregon State University. **Jeremy McCann.**Mr. McCann has served as our Chief Operating Officer, Secretary and Treasurer since December 4, 2017. Mr. McCann previously served from December 4, 2017, January 31, 2022, May 6, 2022, and April 25, 2022, respectively, as a Director, member of the audit committee, chairperson of the audit committee and member of the environmental, social and governance committee of Chilean Cobalt until his resignation from the board on July 6, 2023. Jeremy McCann is the Chief Operating Officer and a Founder of both Genlith Inc., a venture holdings company focused on new energy investments, and the Company. He has held these roles since inception in 2017. He is responsible for most U.S.-based operational aspects of our business. Prior to his current role, from 2008-2017 he was COO of Schooner Investment Group LLC., a registered investment advisor to multiple registered mutual funds. Jeremy graduated with a B.S. in Finance from McGill University in Montreal, Canada. **Andy Sloop.**Mr. Sloop has served on our Board of Directors since October 21, 2021, and has served as Chief Sustainability Officer since January 17, 2025. He has served on the Audit Committee since 2022 and on the Environmental, Social and Governance Committee since 2022, becoming its Chair in 2022. In 2025, Mr. Sloop led the Board-approved adoption of the Digbee and IRMA ESG frameworks, under which the Board authorized him to oversee ESG assessments, allocate related resources, and determine the timing and appropriateness of public disclosure. Pursuant to this authorization, he served as the submission approver for our independent Digbee ESG assessment completed in July 2025. In 2026, he led the development of our Governance and ESG Framework, which the Board approved in principle. Mr. Sloop previously served as Global Director of Zero Waste & Circularity at NIKE, Inc. from 2016 to 2024 and has served as a strategic advisor to Airbuild, a cleantech company developing microalgae-based water-purification and waste-to-value systems, since 2024. He holds a B.A. in Philosophy, Politics and Economics from Pomona College and an MBA/MPA from the Atkinson Graduate School of Management at Willamette University. He is certified as an ASQ Six Sigma Green Belt. **Ash Lazenby.**Mr. Lazenby has served as our Board Director and Audit Committee member since July 24, 2025. Mr. Lazenby also has an advisory agreement with us. Mr Lazenby is a Partner at Energy Reach Partners, which provides strategic advice, commercial support and execution to companies across the global metals & minerals sector and the electrification value chain. Prior to this, Mr Lazenby served nearly eight years at Glencore, one of the world's largest commodity trading companies, principally in Critical Mineral Trading and Marketing. Between 2007 and 2015 Mr Lazenby held various roles in equity research and investment banking, advising fund managers on investment opportunities worth over $400 billion in market capitalisation. At HSBC Global Banking and Markets, he served as Director and principal analyst for commodity forecasts covering copper, nickel, and zinc. His investment banking experience at Royal Bank of Scotland and Liberum involved executing M&A advisory and strategic analysis for transactions exceeding $90 billion. Mr Lazenby holds a Master of Physics degree from the University of Oxford. | | 84 | | | **Independent Directors** **Fiona Clouder.**Ms. Clouder has served as our independent director since July 7, 2023 and as an independent member of the Audit Committee since March 21, 2025. Ms. Clouder also has served as an interim non-voting consultant to our environmental, social and governance committee since September 2023. Ms. Clouder has wide experience across Latin America as a diplomat and now through her work in the private sector. Ms. Clouder was the UKs Ambassador to Chile from 2014 to 2018; and then Regional Ambassador, Latin America and Caribbean, COP26, from 2020 to 2022, driving diplomatic engagement, at the top of governments and business, for a Net Zero world. Ms. Clouder continues to focus on Latin America, business links and government relations. She is a Senior Advisor to Appian Capital Advisory and she works with the Ambassador Partnership. She is also a Distinguished Fellow of RUSI (Royal United Services Institute), Chairman of the Angio Chilean Society and a Board member of Canning House, the UKs leading forum on Latin America. **Tom Diffely.**Mr. Diffely has served as our independent director and Audit Committee member since March 19, 2026. Mr. Diffely has over 25 years of finance and equity capital markets expertise. He has spent the past 16 years at D.A. Davidson & Co., a full-service investment bank, holding roles as senior research analyst across several technology sectors and, most recently, as Director of Institutional Research. Prior to D.A. Davidson, Mr. Diffely spent 10 years in equity research at Merrill Lynch covering the semiconductor sector. Before his career on Wall Street, he held various positions in engineering and general management. Mr. Diffely holds a BS in engineering from Harvey Mudd College and an MBA from the Haas School of Business at UC Berkeley with a focus on finance and the management of technology. He is also a CFA Charterholder and held a Professional Engineer (PE) license during his time as a consulting engineer. **Michael Caperonis.**Mr. Caperonis has served as our independent director and Audit Committee member since March 19, 2026. Mr. Caperonis has 25 years of finance and capital markets expertise. He has run large businesses in the financial industry, including Americas Head of Equities Trading and Global Head of Convertible bonds for Citi, Head of Credit and Equities Trading for Nomura. As part of his responsibilities in those roles, he was also involved in the pricing and syndication of numerous capital raises for various large corporations across the capital markets. After holding these executive positions for large banking institutions, Mr. Caperonis went on to be a Partner at Apollo and is currently a Portfolio Manager for a large family office. He holds a B.A. from Yale University. **** **Involvement in Certain Legal Proceedings** No director, executive officer, significant employee or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years. **** **Corporate Governance** **** **Director Qualifications** *Duncan T. Blount* Our board believes that Mr. Blounts qualifications to serve on our board include his extensive experience in business and financial matters. *Andy Sloop*- Our board believes that Mr. Sloops qualifications to serve on our board include his extensive experience in business and financial matters and in particular his expertise in the responsible handling of environmental, social and governance matters. **** *Ash Lazenby*- Our board believes that Mr. Lazenbys qualifications to serve on our board include his extensive experience in business and financial matters and in particular his expertise in the cobalt market and cobalt trading. | | 85 | | | *Fiona Clouder*- Our board believes that Ms. Clouders qualifications to serve on our board include her extensive experience in diplomatic matters with Chile and wider international relations in particular her expertise in business and the responsible handling of environmental, social and governance matters. *Tom Diffely* Our board believes that Mr. Diffelys qualifications to serve on our board include his extensive experience in business and financial matters. *Michael Caperonis* Our board believes that Mr. Caperonis qualifications to serve on our board include his extensive experience in business and financial matters. **Board of Directors and Board Committees** **** We have established a quotation of our common stock on the OTCQB Marketplace of the OTC Markets under the ticker COBA. We are not required to comply with the corporate governance rules of a national securities exchange (such as Nasdaq or the NYSE), and instead may comply with less stringent corporate governance standards while listed on the OTCQB. The OTCQB does not require any of its members to establish any committees comprised of members of our board of directors, including an Audit Committee, a Compensation Committee or a Nominating Committee, any committee performing a similar function. Instead, the functions of those committees may be undertaken by the board of directors as a whole. As such, our securities are not quoted on an exchange that has requirements that a majority of our board members be independent and we would not otherwise be subject to any law, rule or regulation requiring that all or any portion of our board of directors include independent directors, nor are we currently required to establish or maintain an Audit Committee or other committee of our board of directors. We intend to avail ourselves of the less stringent corporate governance standards while listed on the OTCQB, however, we intend to work towards exchange-level governance standards as we work towards potential qualification for uplisting to a national securities exchange, while adopting applicable phase-in periods for those governance standards upon exchange application acceptance, as necessary. **Audit Committee** On January 31, 2022, our Board of Directors established the audit committee and named Jeremy McCann, Greg Levinson and Andy Sloop as members of the audit committee. On May 6, 2022, our Board of Directors adopted our audit committee charter and appointed Jeremy McCann as the Chairman of the audit committee. Greg Levinson became interim chairperson upon the resignation of Jeremy McCann from the board of directors on July 6, 2023. Duncan Blount was elected by the board on January 26, 2024 to take over the vacant position and assume the chairperson role that was formerly held by Mr. McCann. On March 21, 2025, the board resolved that the 3-person audit committee be disbanded and that until further notice the audit committee would consist of all Company directors. The audit committee will among other responsibilities, oversee our accounting and financial reporting processes and the audit of the financial statements as well as oversee the financial reporting and disclosure process. The audit committee will be responsible for selecting and retaining an independent registered public accounting firm to act as Chilean Cobalts independent auditors for the purpose of auditing the annual financial statements, books, records, accounts and internal controls over financial reporting. The audit committee will also set the compensation of the independent auditors, oversee the work done by the auditors, and terminate the auditors, if necessary. The audit committee will also pre-approve all audit and permitted non-audit and tax services that may be provided by the auditors or other registered public accounting firms. The audit committee will also at least annually, obtain and review a report by the auditors that describes (1) the accounting firms internal quality control procedures, (2) any issues raised by the most recent internal quality control review, peer review or Public Corporation Accounting Oversight Board review or inspection of the firm or by any other inquiry or investigation by governmental or professional authorities in the past five years regarding one or more audits carried out by the firm and any steps taken to deal with any such issues, and (3) all relationships between the firm and Chilean Cobalt or any of its subsidiaries; and to discuss with the independent auditors this report and any relationships or services that may impact the objectivity and independence of the auditors. The audit committee will also review, approve and oversee any transaction between Chilean Cobalt and any related person and any other potential conflict of interest situations on an ongoing basis. | | 86 | | | **Environmental, Social and Governance Committee** On April 25, 2022, our board of directors established the Environmental, Social and Governance (ESG) committee. On May 6, 2022, our Board of Directors adopted our ESG committee charter and appointed Andy Sloop as the Chairman of the ESG committee. Jeremy McCann left the committee upon his resignation from the board of directors on July 6, 2023, and Geraldine Barnuevos acceptance of her combined invitation to the board of directors and the ESG committee became effective on July 7, 2023. Ignacio Moreno passed away in September 2023. Since his passing, director Fiona Clouder has served as an interim non-voting member of the committee. On July 18, 2025, Geraldine Barnuevo resigned from the Board and ESG Committee. The current members of the ESG committee are Andy Sloop (Chairman) and Fiona Clouder (interim non-voting member). The ESG committee oversees the development and implementation of policies, processes and strategies to assess, monitor and manage risks, responsibilities and opportunities related to: environmental impacts, labor standards, resource management, operational and supply chain resilience, socio-political issues, corporate responsibility reporting and disclosure and stakeholder engagement of Chilean Cobalt. This includes identifying emerging ESG issues or trends that could materially impact our creation of long-term sustainable value for shareholders. Additionally, the ESG committee works with our Board of Directors and management to integrate this knowledge and guidance into strategic and operational planning, crisis preparedness and risk management, corporate governance, investor and stakeholder communications, budgets, resource allocation and incentive structures. In 2025, the Board adopted the Digbee and IRMA ESG frameworks and authorized the Chief Sustainability Officer to oversee related ESG assessments and determine the timing and appropriateness of public disclosure. Pursuant to this authorization, we completed an independent Digbee ESG assessment in July 2025. The ESG Committee oversees these activities as part of its mandate to monitor ESG-related risks and opportunities. The ESG Committee has also been briefed on the development of our Governance and ESG Framework and has discussed its intended purpose and structure, which has been approved in principle by the Board. **Board Leadership Structure and Boards Role in Risk Oversight** Our Board is responsible for the oversight of corporate risk, including financial, operational, environmental, social, and responsible-sourcing risks. The Audit Committee oversees financial risks, including cash position, liquidity, financial reporting, and related internal controls. The Board regularly reviews operational plans, results, and potential risks related to our business, and oversees risk management as it relates to our compensation plans, policies, and practices for all employees, including executives and directors. The ESG Committee oversees environmental, social, responsible-sourcing, and human-rights risks, including those associated with OECD-aligned due diligence, community impacts, environmental performance, and our alignment with the Glencore Supplier Code of Conduct. The ESG Committee also oversees our use of ESG assurance frameworks, including Digbee and IRMA, and reviews related findings as part of the Boards overall risk-oversight responsibilities. In 2026, the Board approved, in principle, our Governance and ESG Framework, which establishes the structures, oversight mechanisms, decision pathways, and evidence-capture expectations that guide the Boards oversight of financial, operational, environmental, social, and responsible-sourcing risks. Approval in principle reflects the Boards endorsement of the Frameworks direction, structure, and intent, while delegating the development of management-level processes and implementation details to the Executive Team. The Framework aligns our governance practices with exchange-level requirements, OECD and UN due-diligence expectations, the Glencore Supplier Code of Conduct, and the assurance methodologies used by Digbee and IRMA. The Board uses this Framework to support structured oversight, strengthen transparency, and ensure that environmental and social performance are governed with the same rigor as financial performance. | | 87 | | | The Governance and ESG Framework also supports our financing posture by clarifying roles, escalation pathways, and documentation expectations that reduce diligence friction and strengthen the credibility of our governance, risk-management, and disclosure processes. Approval in principle allows the Framework to be used in near-term external narratives, including capital-raising, engagement with U.S. government financing agencies, and uplisting preparation, while more extensive operational implementation is intentionally sequenced to occur after our near-term financing activities. **** **Code of Business Conduct and Ethics** We have adopted a code of business conduct and ethics that applies to all of our employees, officers, directors and certain contractors, including those persons responsible for financial reporting. The code of business conduct and ethics is available at our website at www.chileancobaltcorp.com/media-filings. We expect that any amendments to the code, or any waivers of its requirement, will be disclosed on our website. The information contained in, or that can be accessed through, our website is not incorporated by reference and is not a part of this Annual Report on Form 10-K. **Insider Trading Policy** We have an insider trading policy governing the purchase, sale and other dispositions of our securities that applies to all Company personnel, including directors, officers, employees, and other covered persons. We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations that are applicable to us. A copy of our insider trading policy is filed as Exhibit 19.1 to this Form 10-K. **** **** **** **** **** **** **** | | 88 | | | **** **ITEM 11. EXECUTIVE COMPENSATION** **2025 Summary Compensation Table** **** The following table also sets forth information regarding the compensation during the past two fiscal years, earned by or paid by, Chilean Cobalt to our chief executive officer, chief operating officer and chief financial officer. We refer to these individuals as our named executive officers. | Name and Position | | Year | | Salary ($) | | | Bonus ($) | | Stock Awards ($) | | Option Awards ($) | | Non- Equity Incentive Plan Compensation ($) | | Non- qualified Deferred Compensation Earnings ($) | | All Other Compensation ($)(1) | | | Total ($) | | | | | | | | | | | | | | | | | | | | | | | | | | Compensation by Chilean Cobalt | | | | | | | | | | | | | | | | | | | | | | | Duncan T. Blount | | 2024 | | 150,000 | | | 0 | | 0 | | 29,428 | | 0 | | 0 | | 24,310 | (1),(2) | | 203,738 | | | Chief Executive Officer, President and Chairperson of the Board | | 2025 | | 150,000 | | | 0 | | 0 | | 52,970 | | 0 | | 0 | | 25,000 | (1),(2) | | 227,970 | | | | | | | | | | | | | | | | | | | | | | | | | | Jeremy McCann | | 2024 | | 50,001 | | | 0 | | 0 | | 6,295 | | 0 | | 0 | | 0 | | | 56,296 | | | Chief Operating Officer, Secretary and Treasurer | | 2025 | | 50,001 | | | 0 | | 0 | | 8,173 | | 0 | | 0 | | 0 | | | 58,174 | | | | | | | | | | | | | | | | | | | | | | | | | | Jim Van Horn | | 2024 | | 112,000 | | | 0 | | 0 | | 12,591 | | 0 | | 0 | | 0 | | | 124,591 | | | Chief Financial Officer | | 2025 | | 112,000 | | | 0 | | 0 | | 18,354 | | 0 | | 0 | | 0 | | | 130,354 | | | (1) | Mr. Blount receives the following perquisites and benefits: ICHRA Insurance Reimbursements: For the year ended December 31, 2024, under a plan maximum allowable reimbursement of $2,083 per month and with actual benefits of $2,026 per month on average ($24,310 overall paid in 2024 for 12 months submitted during the year for reimbursement). ICHRA Insurance Reimbursements: For the year ended December 31, 2025, under a plan maximum allowable reimbursement of $2,083 per month and with actual benefits of $2,083 per month on average ($25,000 overall paid in 2025 for 12 months submitted during the year for reimbursement). | | **Employment Agreements** **** **Employment Agreement with Duncan T. Blount** **** OnJuly 15, 2022, we entered into an employment agreement, with Duncan T. Blount for his services as President and Chief Executive Officer of Chilean Cobalt. The employment agreement provides for an annual base salary of $150,000 per year payable in accordance with payroll policies, an annual discretionary performance based bonus based on our overall performance and Mr. Blounts individual performance, as well as benefits including, among others, (i) entitlement to vacation, holiday and sick leave, (ii) when offered, participation in health, life insurance, long and short term disability, dental, retirement and dental programs (iii) eligible for stock options and other equity based compensation awards under our incentive plan. The term of the employment agreement is from the date of entry until the date of termination. The employment agreement can be terminated by us at any time for any reason by giving Mr. Blount no less than sixty (60) days written notice. The employment agreement can be terminated by Mr. Blount at any time for any reason by giving us no less than sixty (60) days written notice. Additionally, the employment agreement will be terminated in the event of Mr. Blounts death or disability on the date of such occurrence. Upon termination of the employment agreement for any reason, we will pay Mr. Blount any accrued but unpaid portion of the annual base salary through the termination date. Pursuant to the terms of the employment agreement, Mr. Blount is not permitted during the term of the employment agreement to directly or indirectly become an employee, director, consultant, partner, shareholder or adviser, or otherwise become affiliated with any entity which provides the same or similar services and/or products as Chilean Cobalt. Additionally, for a period of six months after the termination of the employment agreement, Mr. Blount may not directly or indirectly solicit or hire or encourage the solicitation or hiring of any person who was an employee of Chilean Cobalt at any time (unless more than nine months has elapsed between the last day of such persons employment by Chilean Cobalt and the first date of such solicitation or hiring). | | 89 | | | Other than the foregoing, we have not entered into any employment agreements with other named executive officers at this time. **Elements of Compensation** Messrs. Blount, McCann and Van Horn were provided with the following primary elements of compensation in 2024 and 2025: **** **Base Salary** Messrs. Blount, McCann and Van Horn received a fixed base salary in an amount determined based on a number of factors, including: | | | The nature, responsibilities and duties of the officers position; | | | | | | | | | | The officers expertise, demonstrated leadership ability and prior performance; | | | | | | | | | | The officers salary history and total compensation, including annual cash bonuses and long-term incentive compensation; and | | | | | | | | | | The competitiveness of the market for the officers services. | | Messrs. Blount, McCann and Van Horns base salary for 2024 and 2025 from Chilean Cobalt, is listed in Summary Compensation Table. **** **** **Grants Stock Options or Restricted Stock Awards** For the fiscal year ended December 31, 2024 and 2025, we granted equity awards under the Chilean Cobalt Corp. 2023 Equity Incentive Plan as discussed in detail below under Compensation Plans and the amounts paid to Messrs. Blount, McCann and Van Horn of these benefits is reflected above in the Summary Compensation Table section under the Option Awards heading. **Granting of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information** **Award Timing Disclosure** **** The Companys board typically grants annual equity awards during scheduled meetings, independent of MNPI releases. Awards are not timed to coincide with MNPI, and the Company did not intentionally align MNPI releases to influence compensation during the years ended December 31, 2025, and December 31, 2024. | | | | | | | | | | | | | | Name | | Grant Date | | Securities Underlying Options (Shares) | | Exercise Price (per Share) | | Grant Date Fair Value | | % Change in Closing Price (1) | | | Duncan Blount (PEO) | | January 17, 2025 | | 200,000 | | $ | 0.50 | | $ | 80,398 | | 0% | | | Jim Van Horn (CFO) | | January 17, 2025 | | 60,000 | | $ | 0.50 | | $ | 24,119 | | 0% | | | Jeremy McCann (COO) | | January 17, 2025 | | 25,000 | | $ | 0.50 | | $ | 10,050 | | 0% | | | (1) | For the award on January 17, 2025, there were two covered periods that were triggered related to a Form 8-K filing on January 16, 2025 and another Form 8-K filing on January 22, 2025, the % change in closing price is zero (0%) for both periods. | | | | 90 | | | **Option Exercises** There were no options exercised by our executive officers during the year ended December 31, 2025. **Outstanding Equity Awards at Fiscal Year End** The following table sets forth information with respect to the outstanding equity awards of our principal executive officers and principal financial officer who served during 2025, and each person who served as an executive officer of the Company as of December 31, 2025: | | | Outstanding Equity Awards | | | | | | Option Awards | | | Stock Awards | | | | Name and principal position | | Number of securities underlying unexercised options Exercisable (#) | | Number of securities underlying unexercised options Unexercisable (#) | | Equity incentive plan awards: Number of securities underlying unexercised options (#) | | Options exercise price (per share) | | Option expiration (Date) | | Number of shares or units of stock that have not vested (#) | | Market value of shares or units of stock that have not vested ($) | | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | | | | Duncan T. Blount, CEO | | 450,000 | | | | 450,000 | | $ | 0.20 | | 7/15/2032 | | | | | | | | | | | | | | 150,000 | | | | 150,000 | | $ | 0.20 | | 7/28/2032 | | | | | | | | | | | | | | 300,000 | | | | 300,000 | | $ | 0.26 | | 7/1/2033 | | | | | | | | | | | | | | 100,000 | | 100,000 | | 200,000 | | $ | 0.50 | | 1/17/2035 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | James T. Van Horn, CFO | | 600,000 | | | | 600,000 | | $ | 0.20 | | 5/24/2032 | | | | | | | | | | | | | | 150,000 | | | | 150,000 | | $ | 0.26 | | 7/1/2033 | | | | | | | | | | | | | | 30,000 | | 30,000 | | 60,000 | | $ | 0.50 | | 1/17/2035 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Jeremy McCann, COO | | 750,000 | | | | 750,000 | | $ | 0.20 | | 5/24/2032 | | | | | | | | | | | | | | 75,000 | | | | 75,000 | | $ | 0.26 | | 7/1/2033 | | | | | | | | | | | | | | 12,500 | | 12,500 | | 25,000 | | $ | 0.50 | | 1/17/2035 | | | | | | | | | | | | | 91 | | | **No Pension Benefits** We do not maintain any plan that provides for payments or other benefits to its executive officers at or in conjunction with retirement and including, without limitation, any tax-qualified defined benefit plans or supplemental executive retirement plans. **No Nonqualified Deferred Compensation** We do not maintain any defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified. **Other Benefits** For the fiscal years ended December 31, 2024 and 2025, Mr. Blount was provided with certain limited fringe benefits that we believe are commonly provided to similarly situated executives in the market in which we compete for talent and therefore are important to our ability to attract and retain top-level executive management. These benefits include health insurance reimbursements. These amounts paid to Mr. Blount in 2024 and 2025 in respect of these benefits is reflected above in the Summary Compensation Table section under the All Other Compensation heading. **Compensation Plans** Our board of directors and shareholders adopted and approved on April 26, 2022 and April 29, 2022, respectively, the Chilean Cobalt Corp. 2022 Equity Incentive Plan (the 2022 Plan), effective April 29, 2022. The 2022 Plan provides incentives to eligible employees, officers, directors and consultants in the form of restricted stock, incentive stock options, non-qualified stock options and other equity grants. We reserved a total of 5,850,000 shares of common stock for issuance under the Plan. As of December 31, 2025, the Board of Directors issued options to purchase an aggregate of 5,705,004 shares of Common Stock under the Plan and after forfeitures there are 5,611,254 options issued and exercisable to purchase 5,611,254 shares of Common Stock. Our board of directors and shareholders adopted and approved on June 29, 2023 and June 30, 2023, respectively, the Chilean Cobalt Corp. 2023 Equity Incentive Plan (the 2023 Plan), effective June 29, 2023. The 2023 Plan provides incentives to eligible employees, officers, directors and consultants in the form of restricted stock, incentive stock options, non-qualified stock options and other equity grants. We reserved a total of 1,963,746 shares of common stock for issuance under the Plan. As of December 31, 2025, the Board of Directors issued options to purchase an aggregate of 1,870,000 shares of Common Stock under the Plan and after forfeitures there are 1,566,250 options issued and exercisable to purchase 1,566,250 shares of Common Stock. Our board of directors and shareholders adopted and approved on August 27, 2025, the Chilean Cobalt Corp. 2025 Equity Incentive Plan (the 2025 Plan and collectively with the 2022 Plan and 2023 Plan, (the Plans)), effective August 27, 2025. The 2025 Plan provides incentives to eligible employees, officers, directors and consultants in the form of restricted stock, incentive stock options, non-qualified stock options and other equity grants. We reserved a total of 5,000,000 shares of options, rights, stock units for issuance under the 2025 Plan. As of December 31, 2025, the Board of Directors issued restricted stock units equivalent to the purchase of an aggregate of 500,000 shares of Common Stock under the Plan. The Plan Administrator (which is the Board of Directors or a committee or other person(s) appointed or designated by the Board) has the authority to administer the Plans and determine, among other things, the interpretation of any provisions of the Plan, the eligible employees who are granted restricted stock, options, the number of options that may be granted, vesting schedules, and option exercise prices. Our stock options have a contractual life not to exceed ten years. We issue new shares of common stock upon exercise of stock options. The options may constitute either incentive stock options within the meaning of Section 422 of the Internal Revenue Code or non-statutory stock options. The primary difference between incentive stock options and non-statutory stock options is that the former are not available to non-employees of the corporation. In addition, while neither is subject to tax at the time of grant, incentive stock options are not subject to tax at the time of exercise (but could be subject to alternative minimum tax), while upon exercise of the non-qualified options, the optionee will recognize ordinary income with respect to any vested shares purchased under the option; such income will be in an amount equal to the excess of the value of the vested shares on the exercise date over the exercise price paid for those shares. | | 92 | | | The exercise price of an option granted under the plan cannot be less than 100% of the fair market value per share of common stock on the date of the grant of the option. The exercise price of an incentive stock option granted to a person owning more than 10% of the total combined voting power of the common stock must be at least 110% of the fair market value per share of common stock on the date of the grant. Options may not be granted under the plan on or after the tenth anniversary of the adoption of the plan. When an option is exercised, the purchase price of the underlying stock will be paid in cash, except that the plan administrator may permit the exercise price to be paid in any combination of cash, shares of stock having a fair market value equal to the exercise price, or as otherwise determined by the plan administrator. If an optionee ceases to be an employee, director, or consultant with us, other than by reason of death, disability or retirement, all vested options must be exercised within three months following such event, unless the specific option award terms specify otherwise. However, if an optionees employment or consulting relationship with us terminates for cause, or if a director of ours is removed for cause, all unexercised options will terminate immediately, unless the specific option award terms specify otherwise. If an optionee ceases to be an employee or director of, or a consultant to us, by reason of death, disability, or retirement, all vested options may be exercised within one year following such event or such shorter period as is otherwise provided in the related agreement, unless the specific award terms specify otherwise. When a stock award expires or is terminated before it is exercised, the shares set aside for that award are returned to the pool of shares available for future awards. No option can be granted under the plan after ten years following the earlier of the date the plan was adopted by the board of directors or the date the plan was approved by our stockholders. *Issuance of Stock Options under 2022 Plan* On May 24, 2022, we granted options to purchase an aggregate of 2,475,000, 1,200,000, and 1,350,000 shares of common stock at an exercise price of $0.20 per share to officers/management, advisors, and directors, respectively, of the Company in recognition of their services to us. Such granted options are subject to graduated vesting in the following installments on each of the following dates: options to purchase 25% of granted shares on June 30, 2022 and options to purchase 12.5% of granted shares on September 30, 2022, December 31, 2022, March 31, 2023, June 30, 2023, September 30, 2023, and December 31, 2023. On June 1, 2022, we granted options to purchase an aggregate of 80,004 shares of common stock at an exercise price of $0.20 per share to an advisor of the Company in recognition of his services to us. Such granted options are subject to graduated vesting in the following installments on each of the following dates: options to purchase 25% of granted shares on August 31, 2022, November 30, 2022, February 28, 2023, and May 31, 2023. On July 15, 2022, we granted options to purchase an aggregate of 450,000 shares of common stock at an exercise price of $0.20 per share to an officer/director of the Company in recognition of his services to us. Such granted options are subject to graduated vesting in the following installments on each of the following dates: options to purchase 25% of granted shares on September 30, 2022, December 31, 2022, March 31, 2023, and June 30, 2023. On July 28, 2022, we granted options to purchase an aggregate of 150,000 shares of common stock at an exercise price of $0.20 per share to an officer/director of the Company in recognition of his services to us. Such granted options are subject to graduated vesting in the following installments on each of the following dates: options to purchase 12.5% of granted shares on September 30, 2022, December 31, 2022, March 31, 2023, June 30, 2023, September 30, 2023, December 31, 2023, March 31, 2024, and June 30, 2024. | | 93 | | | Kevin Russell resigned as director of the Company effective November 3, 2022, and on the same date forfeited options to purchase 93,750 shares of our common stock held by Mr. Russell, which were part of the options to purchase 1,350,000 shares of our common stock granted to directors on May 24, 2022, as described above. *Issuance of Stock Options under 2023 Plan* On July 1, 2023, we granted options to purchase an aggregate of 525,000, and 225,000 shares of common stock at an exercise price of $0.26 per share to officers/management and directors, respectively, of the Company in recognition of their services to us. Such granted options are subject to graduated vesting in the following installments on each of the following dates: options to purchase 12.5% of granted shares on October 1, 2023, January 1, 2024, April 1, 2024, July 1, 2024, October 1, 2024, January 1, 2025, April 1, 2025, and July 1, 2025. On July 7, 2023, we granted options to purchase an aggregate of 300,000 shares of common stock at an exercise price of $0.26 per share to directors of the Company in recognition of their services to us. Such granted options are subject to graduated vesting in the following installments on each of the following dates: options to purchase 12.5% of granted shares on October 1, 2023, January 1, 2024, April 1, 2024, July 1, 2024, October 1, 2024, January 1, 2025, April 1, 2025, and July 1, 2025. On January 25, 2024, we granted options to purchase an aggregate of 75,000 shares of common stock at an exercise price of $0.26 per share to advisors of the Company in recognition of their services to us. Such granted options are subject to graduated vesting in the following installments on each of the following dates: options to purchase 25% of granted shares on March 31, 2024, June 30, 2024, September 30, 2024, and December 31, 2024. On February 13, 2024, we granted options to purchase an aggregate of 50,000 shares of common stock at an exercise price of $0.26 per share to an advisor of the Company in recognition of their services to us. Such granted options are subject to graduated vesting in the following installments on each of the following dates: options to purchase 25% of granted shares on March 31, 2024, June 30, 2024, September 30, 2024, and December 31, 2024. On January 17, 2025, we granted options to purchase an aggregate of 395,000; 150,000; 25,000; and 75,000 shares of common stock at an exercise price of $0.50 per share to officers/management, directors, advisors and advisory board members, respectively, of the Company in recognition of their services to us. Such granted options for officers/management, directors and advisors are subject to graduated vesting in the following installments on each of the following dates: options to purchase 12.5% of granted shares on March 31,2025, June 30, 2025, September 30, 2025, December 31, 2025, March 31, 2026, June 30, 2026, September 30, 2026, and December 31, 2026. Such granted options for advisory board members are subject to vesting in the following installments on each of the following dates: options to purchase 25% of granted shares on March 31, 2025, June 30, 2025, September 30, 2025, and December 31, 2025. Geraldine Barnuevo resigned as director of the Company effective July 18, 2025, and on the same date forfeited options to purchase 56,250 shares of our common stock held by Ms. Barnuevo, which were part of the options to purchase 150,000 shares of our common stock granted to directors on January 17, 2025, as described above. On July 29, 2025, we granted options to purchase an aggregate of 50,000 shares of common stock at an exercise price of $0.37 per share to a director of the Company in recognition of their expected future services to us. Such granted options immediately vest on the award date. *Issuance of Stock Options and Restricted Stock Units under 2025 Plan* On August 28, 2025, we granted restricted stock units equating to 500,000 shares of common stock to a director / advisor of the Company in recognition of their expected future services to us. Such granted restricted stock units are subject to vesting at the two-year anniversary of the underlying advisory agreement on July 27, 2027, assuming the director / advisor is still providing advisory services on the vesting date and the restricted stock unit vesting hasnt already been accelerated by the discretion of the plan administrator. | | 94 | | | **Director Compensation** **** Historically, our directors have not received cash-based compensation for their service. As indicated in the sections covering Equity Incentive Plan Awards, for the first time in 2022, again in 2023 and again in 2025 non-employee directors received awards of non-statutory stock options and employee directors received awards of incentive stock options, all of which would be fully vested as of December 31, 2026, other than options that have been forfeited as described in the Compensation Plans section above. The use of option awards is the anticipated method for director compensation into the foreseeable future, at least until such time as we start generating revenue. At such point in time or sooner as deemed necessary, we will establish a corporate governance committee which will review and make recommendations to the board regarding compensation of directors, including monetary compensation and equity-based plans. We will continue to reimburse our non-employee directors for reasonable and necessary travel expenses incurred in attending board and committee meetings along with other meetings and occasions for the benefit of the Company. **2025 Director Compensation Table** **** The following table sets forth information concerning the compensation earned or paid to certain of our non-employee directors during and as of the fiscal year ended December 31, 2025: | Name | | Fees Earned or Paid in Cash ($) | | Stock Awards ($) | | Option Awards ($) | | Non-equity Incentive Plan Compensation ($) | | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) | | All Other Compensation ($) | | Total ($) | | | | Greg Levinson | | | | | | | | | | | | | | | | | | Andy Sloop(1) | | | | | | 40,199 | | | | | | | | 40,199 | | | | Geraldine Barnuevo(2) | | | | | | 7,537 | | | | | | | | 7,537 | | | | Fiona Clouder | | | | | | 30,149 | | | | | | | | 30,149 | | | | Ash Lazenby(3) | | | | 217,500 | | 15,985 | | | | | | | | 233,485 | | | | | (1) | Mr. Sloop was hired as Chief Sustainability Officer of Chilean Cobalt on January 17, 2025 and while still a director as of the time of this filing, he is no longer a non-employee as of January 17, 2025. | | | | (2) | Ms. Barnuevo resigned from the board effective July 18, 2025, therefore, the amount for Option Awards reflected in the table above is the pro-rata vested value on the date of termination for the intrinsic value of the options compensation on the date awarded. | | | | (3) | Mr. Lazenby is a director and advisor to the Company. Under his role as advisor, Mr. Lazenby was awarded 500,000 restricted stock units (RSUs) that vest on the two-year anniversary of the advisory agreement, which is July 27, 2027, as long as advisory services are still being provided at that time and the Plan administrator hasnt elected to accelerate the vesting for those RSUs. The $217,500 reflected under Stock Awards in the table above is based on the price of our stock as of the date of the award, which was $0.435 per share. | | | | 95 | | | **Executive Compensation Philosophy** Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executives or any future executives a salary, and/or issue them shares of common stock issued in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officers performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, the Board of Directors reserves the right to grant performance-based stock options in the future, if the Board in its sole determination believes such grants would be in our best interests. **Incentive Bonus** The Board of Directors may grant incentive bonuses to our executive officers and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in our best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives. **Long-Term, Stock Based Compensation** In order to attract, retain and motivate executive talent necessary to support our long-term business strategy we may award our executives and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award. **** **** **** **** | | 96 | | | **** **ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS** The following table sets forth information about the beneficial ownership of our common stock at March 31, 2026, for: | | | each person known to us to be the beneficial owner of more than 5% of our common stock; | | | | | | | | | | each named executive officer; | | | | | | | | | | each of our directors; and | | | | | | | | | | all of our executive officers and directors as a group. | | Unless otherwise noted below, the address for each beneficial owner listed on the table is in care of Chilean Cobalt Corp., 1199 Lancaster Ave, Suite 107, Berwyn, Pennsylvania 19312. We have determined beneficial ownership in accordance with the rules of the SEC. We believe, based on the information furnished to us, that the persons and entities named in the tables below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws. We have based our calculation of the percentage of beneficial ownership on 56,409,930 shares of our common stock outstanding as of March 31, 2026. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person we determined this in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act and we deemed outstanding shares of common stock subject to options or restricted stock units held by that person that are currently exercisable or exercisable within 60 days of March 31, 2026. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. | | | Voting Shares Beneficially Owned | | | | | | | Name of Beneficial Owner | | Common Stock | | | Total Voting Power% | | | | Directors and Named Executive Officers: | | | | | | | | | | | | | | | Greg Levinson (1) | | | 5,637,687 | | | | 9.99% | | | | 9.99% | | | | Duncan T. Blount (2) | | | 1,130,000 | | | | 2.00% | | | | 2.00% | | | | Jim Van Horn (3) | | | 824,511 | | | | 1.46% | | | | 1.46% | | | | Jeremy McCann (4) | | | 1,464,803 | | | | 2.60% | | | | 2.60% | | | | Andy Sloop (5) | | | 931,132 | | | | 1.65% | | | | 1.65% | | | | Geraldine Barnuevo (6) | | | 168,750 | | | | 0.30% | | | | 0.30% | | | | Fiona Clouder (7) | | | 196,875 | | | | 0.35% | | | | 0.35% | | | | Ash Lazenby (8) | | | 50,000 | | | | 0.09% | | | | 0.09% | | | | Tom Diffely (9) | | | 2,783,054 | | | | 4.93% | | | | 4.93% | | | | Michael Caperonis (10) | | | 4,482,632 | | | | 7.95% | | | | 7.95% | | | | All named executive officers and directors as a group (8 persons) | | | 10,403,758 | | | | 18.44% | | | | 18.44% | | | | | | | | | | | | | | | | | | | 5% Stockholders: | | | | | | | | | | | | | | | Harsh Padia (11) | | | 9,642,378 | | | | 17.09% | | | | 17.09% | | | | Cobalt Chile SpA | | | 4,500,000 | | | | 7.98% | | | | 7.98% | | | | Madesal SpA | | | 4,000,000 | | | | 7.09% | | | | 7.09% | | | | Kevin Russell (12) | | | 3,815,441 | | | | 6.76% | | | | 6.76% | | | | | 97 | | | | | (1) | Greg Levinson is a former director of the Company. Includes (1) 4,662,687 shares of common stock held by Mr. Levinson in his name and (2) 975,000 shares of common stock issuable upon exercise of options held by Mr. Levinson, which are exercisable within 60 days. | | | | | | | | | (2) | Duncan T. Blount is the Chairman of the Board, Chief Executive Officer and President of the Company. Includes (1) 105,000 shares of common stock held by Mr. Blount in his name and (2) 1,025,000 shares of common stock issuable upon exercise of options held by Mr. Blount and which are exercisable within 60 days. | | | | | | | | | (3) | Jim Van Horn is the Companys Chief Financial Officer. Includes (1) 37,011 shares of common stock in his name and (2) 787,500 shares of common stock issuable upon exercise of options held by Mr. Van Horn and which are exercisable within 60 days. | | | | | | | | | (4) | Jeremy McCann is the Companys Chief Operating Officer. Includes (1) 624,178 shares of common stock held by Odouble Holdings, LLC over which Mr. McCann has voting and dispositive control and (2) 840,625 shares of common stock issuable upon exercise of options held by Mr. McCann, which are exercisable within 60 days. | | | | | | | | | (5) | Andy Sloop is the Companys Chief Sustainability Officer and director of the Company. Includes (1) 193,632 shares of common stock and (2) 737,500 shares of common stock issuable upon exercise of options held by Mr. Sloop, which are exercisable within 60 days. | | | | | | | | | (6) | Geraldine Barnuevo is a former director of the Company. Includes 168,750 shares of common stock issuable upon exercise of options held by Ms. Barnuevo, which are exercisable within 60 days. | | | | | | | | | (7) | Fiona Clouder is a director of the Company. Includes 196,875 shares of common stock issuable upon exercise of options held by Ms. Clouder, which are exercisable within 60 days. | | | | | | | | | (8) | Ash Lazenby is a director of the Company and advisor to the Company. Includes 50,000 shares of common stock issuable upon exercise of options held by Mr. Lazenby, which are exercisable within 60 days. | | | | | | | | | (9) | Tom Diffely is a director of the Company. Includes 2,783,054 shares of common stock held by Mr. Diffely in his name. | | | | | | | | | (10) | Michael Caperonis is a director of the Company. Includes 4,482,632 shares of common stock held by Mr. Caperonis in his name. | | | | | | | | | (11) | Includes (1) 4,242,807 shares held by Mr. Padia in his name, (2) 2,999,571 shares held by RXR T1 LLC over which shares Mr. Padia has voting and dispositive control and (3) 2,400,000 shares held by RXR T2 LLC over which shares Mr. Padia has voting and dispositive control. | | | | | | | | | (12) | Includes (1) 3,759,191 shares of common stock held by Mr. Russell in his name and (2) 56,250 shares of common stock issuable upon exercise of options held by Mr. Russell which are exercisable within 60 days. | | | | 98 | | | **ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE** **Policies and Procedures for Related Party Transactions** Currently, our Audit Committee and Board of Directors is and will be responsible for reviewing and approving, prior to our entry into any such transaction, all related party transactions and potential conflict of interest situations involving: | | | Any of our directors, director nominees or executive officers; | | | | | | | | | | Any beneficial owner of more than 5% of our outstanding stock; and | | | | | | | | | | Any immediate family member of any of the foregoing. | | The Audit Committee in its capacity as the Board of Directors will review any financial transaction, arrangement or relationship that: | | | Involves or will involve, directly or indirectly, any related party identified above; | | | | | | | | | | Would cast doubt on the independence of a director; | | | | | | | | | | Would present the appearance of a conflict of interest between us and the related party; or | | | | | | | | | | Is otherwise prohibited by law, rule or regulation. | | The audit committee will review each such transaction, arrangement or relationship to determine whether a related party has had, has or expects to have a direct or indirect material interest. Following its review, the audit committee in conjunction with the Board of Directors will take such action as it deems necessary and appropriate under the circumstances, including approving, disapproving, ratifying, canceling or recommending to management how to proceed if it determines a related party has a direct or indirect material interest in a transaction, arrangement or relationship with us. Any member of the audit committee or the Board of Directors who is a related party with respect to a transaction under review will not be permitted to participate in the discussions or evaluations of the transaction; however, the audit committee and the Board of Directors member will provide all material information concerning the transaction to the audit committee and the Board of Directors. In addition to the compensation arrangements discussed in the section titled Executive Compensation, the following is a description of each transaction from January 1, 2024 through the year ended December 31, 2025 and each currently proposed transaction in which: | | | We and any subsidiaries thereof have been or will be a participant; | | | | | | | | | | the amount involved exceeds the lesser of $120,000 or 1% of the average of the smaller reporting companys total assets at year-end for the last two completed fiscal years; and | | | | | | | | | | any of our directors, executive officers or beneficial owners of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest. | | We signed an advisory agreement with director Ash Lazenby on July 28, 2025, pursuant to which he was awarded 500,000 restricted stock units on August 28, 2025, that vest in two years from the date of the advisory agreement, if the Plan administrator has not elected to accelerate the vesting and advisory services are still being provided by Mr. Lazenby at July 27, 2027. The decision to appoint Mr. Lazenby as director and to execute an advisory agreement, including the compensation that would be applicable, were made at arms length, prior to him becoming director and with the approval of the board of directors, and those same directors acting concurrently in their role as the audit committee. | | 99 | | | On January 8, 2026, we entered into a binding earn-in and option agreement with NeoRe SpA as further described in Note 9. Subsequent Events. NeoRe SpA is majority-owned by Madesal Mineria SpA and Madesal Mineria SpA is majority-owned by Madesal SpA, a more than 5% beneficial owner of our capital stock. The board of directors, and those same directors acting concurrently in their role as the audit committee, approved the terms of the original letter of intent that directed the terms for the binding agreement and considered those terms to be arms length in nature without any undue influence in spite of the related nature of the counter-party (NeoRe SpA) and its related party (Madesal SpA). We intend to enter into indemnification agreements with or have contractual obligations to provide indemnification to each of our directors and intend to enter into such agreements with certain of our executive officers. These agreements require us, among other things, to indemnify these individuals for certain expenses (including attorneys fees), judgments, fines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by or in our right, on account of any services undertaken by such person on behalf of us or that persons status as a member of our Board of Directors to the maximum extent allowed under Nevada law. Also, we refer you to Note 9. Related Party Activity. Consistent with our corporate governance practices as described above, our Board has determined that, as of the date of this Annual Report on Form 10-K, three out of the six members of our Board are independent, namely Fiona Clouder, Tom Diffely and Michael Caperonis. **ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES** On May 13, 2024, our Audit Committee on behalf of the Board of Directors appointed Fruci & Associates II, PLLC (Fruci) as our independent registered public accounting firm to replace BF Borgers CPA PC (Borgers), who had been sanctioned and became unable to appear before the Securities and Exchange Commission. The following table shows the fees that were billed for the audit and other services provided by Fruci and Borgers for the fiscal years ended December 31, 2025 and 2024. | | | Fiscal Year Ended December 31, | | | | | | 2025 | | | 2024 | | | | Audit Fees (1) | | $ | 64,000 | | | $ | 81,500 | | | | Audit-Related Fees (2) | | | 0 | | | | 0 | | | | Tax Fees (3) | | | 0 | | | | 0 | | | | All Other Fees (4) | | | 195 | | | | 0 | | | | Total | | $ | 64,195 | | | $ | 81,500 | | | | | (1) | Audit Fees - This category includes the audit of our annual financial statements, review of our quarterly financial statements and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements. | | | | | | | | | (2) | Audit-Related Fees - This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under Audit Fees. The services for the fees disclosed under this category include historical audits of the businesses acquired, consultation regarding our correspondence with the SEC, other accounting consulting and other audit services. | | | | | | | | | (3) | Tax Fees - This category consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice. | | | | | | | | | (4) | All Other Fees - This category consists of fees for other miscellaneous items. | | | | 100 | | | **ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES** | Exhibit Number | | Description of Document | | | | | | | | 3.1 | | Articles of Incorporation of Chilean Cobalt Corp. filed with Nevada Secretary of State on December 4, 2017 (incorporated by reference to Exhibit 3.1 to the Companys Registration Statement on Form S-1 filed with the Commission on November 14, 2022). | | | | | | | | 3.2 | | Bylaws of Chilean Cobalt Corp. (incorporated by reference to Exhibit 3.2 to the Companys Registration Statement on Form S-1 filed with the Commission on November 14, 2022). | | | | | | | | 3.3 | | Articles of Amendment filed with Nevada Secretary of State on May 2, 2023 (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed with the Commission on May 8, 2023). | | | | | | | | 4.1 | | Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock of Chilean Cobalt Corp. filed December 28, 2017 with the Secretary of State of Nevada (incorporated by reference to Exhibit 4.1 to the Companys Registration Statement on Form S-1 filed with the Commission on November 14, 2022). | | | | | | | | 4.2 | | Certificate of Designations of Preferences and Rights of Series B Convertible Preferred Stock, dated as of December 23, 2024 (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed with the Commission on January 3, 2025). | | | | | | | | 4.3 | | Certificate of Amendment to Certificate of Designations of Preferences and Rights of Series B Convertible Preferred Stock, dated as of December 29, 2024 (incorporated by reference to Exhibit 3.2 to the Companys Current Report on Form 8-K filed with the Commission on January 3, 2025). | | | 10.1+ | | Chilean Cobalt Corp. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Companys Registration Statement on Form S-1 filed with the Commission on November 14, 2022). | | | | | | | | 10.2+ | | Advisory Agreement, dated January 1, 2022 between BACO MINING SPA (BACO), and Ignacio Moreno, the manager of BACO and Chilean Cobalt Corp. (incorporated by reference to Exhibit 10.2 to the Companys Registration Statement on Form S-1 filed with the Commission on November 14, 2022). | | | | | | | | 10.3+ | | Employment Agreement, dated July 15, 2022 between Duncan Blount and Chilean Cobalt Corp. (incorporated by reference to Exhibit 10.3 to the Companys Registration Statement on Form S-1 filed with the Commission on November 14, 2022). | | | | | | | | 10.4+ | | Chilean Cobalt Corp. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the Commission on July 6, 2023). | | | | | | | | 10.5+ | | Form of Stock Option (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed with the Commission on July 6, 2023). | | | | | | | | 10.6 | | Form of Series B Convertible Preferred Stock Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the Commission on January 22, 2025). | | | | | | | | 10.7 | | Form of Placement Agent Agreement (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the Commission on December 2, 2025). | | | | | | | | 10.8 | | Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed with the Commission on December 2, 2025). | | | | | | | | 14.1 | | Code of Ethics adopted on March 25, 2024 (incorporated by reference to Exhibit 14.1 to the Companys Annual Report on Form 10-K filed with the Commission on April 1, 2024). | | | | | | | | 19.1 | | Insider Trading Policy adopted on April 22, 2024 (incorporated by reference to Exhibit 19.1 to the Companys Form 10-K filed with the Commission on April 2, 2025). | | | | | | | | 21.1 | | Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Companys Registration Statement on Form S-1 filed with the Commission on November 14, 2022). | | | | 101 | | | | | | | | | 31.1* | | Rule 13a-14(a) Certification of Principal Executive Officer. | | | | | | | | 31.2* | | Rule 13a-14(a) Certification of Principal Financial Officer. | | | | | | | | 32.1** | | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Principal Executive Officer and Principal Financial Officer. | | | 101.INS* | | Inline XBRL Instance Document | | | | | | | | 101.SCH* | | Inline XBRL Taxonomy Extension Schema Document | | | | | | | | 101.CAL* | | Inline XBRL Taxonomy Extension Calculation Linkbase | | | | | | | | 101.DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase | | | | | | | | 101.LAB* | | Inline XBRL Taxonomy Extension Labels Linkbase | | | | | | | | 101.PRE* | | Inline XBRL Taxonomy Extension Presentation Linkbase | | | | | | | | 104* | | Cover Page Interactive Data File (embedded within the Inline XBRL document) | | | * | Filed herewith. | | | + | Management contract or compensatory plan or arrangement. | | **ITEM 16. FORM 10K SUMMARY** Not applicable. **** **** **** **** | | 102 | | | **** **** **SIGNATURES** Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. | | CHILEAN COBALT CORP. | | | | | | | | Dated: March 31, 2026 | By: | /s/ Duncan T. Blount | | | | | Duncan T. Blount, Chief Executive Officer | | Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. **** | Dated: March 31, 2026 | By: | /s/ Duncan T. Blount | | | | | Duncan T. Blount, Chairperson of the Board of Directors and Chief Executive Officer (principal executive officer) | | | | | | | | Dated: March 31, 2026 | By: | /s/ Jim Van Horn | | | | | Jim Van Horn, Chief Financial Officer (principal financial officer and principal accounting officer) | | | | | | | | Dated: March 31, 2026 | By: | /s/ Andy Sloop, Director | | | | | Andy Sloop, Director | | | | | | | | Dated: March 31, 2026 | By: | /s/ Fiona Clouder | | | | | Fiona Clouder, Director | | | | | | | | Dated: March 31, 2026 | By: | /s/ Ash Lazenby | | | | | Ash Lazenby, Director | | | | | | | | Dated: March 31, 2026 | By: | /s/ Tom Diffely | | | | | Tom Diffely, Director | | | | | | | | Dated: March 31, 2026 | By: | /s/ Michael Caperonis | | | | | Michael Caperonis, Director | | **** **** **** | | 103 | | |