Chilean Cobalt Corp. 8-K

What Happened

• Chilean Cobalt Corp. announced on Jan 14, 2026 (press release) that it entered a binding earn‑in and option agreement with NeoRe SpA (agreement dated Jan 8, 2026).
• Under the deal the Company can provide up to $3,000,000 USD in phased capital to earn an option to acquire ~4,250 hectares of an ionic‑adsorption clay style rare earth element (REE) project enriched in yttrium, neodymium, dysprosium and terbium.
• If Chilean Cobalt exercises a definitive purchase, NeoRe would transfer the project; if the option is not exercised, Chilean Cobalt would receive a Net Smelter Royalty (NSR) of up to 2%, depending on development phase. The Company also has an option for outright purchase in exchange for 6,000,000 common shares.

Key Details

• Agreement dates: executed Jan 8, 2026; press release filed Jan 14, 2026 (Exhibit 99.1).
• Capital commitment: up to $3,000,000 USD in phased funding to NeoRe.
• Project size & commodities: ~4,250 hectares, ionic‑adsorption clay REE system with Y, Nd, Dy, Tb.
• Consideration/rights: option to acquire the project (outright purchase possible for 6,000,000 shares); alternative NSR up to 2% if option not exercised; development expected to scale over ~12–24 months; NeoRe may earn bonus shares by meeting permitting/production targets.

Why It Matters

• The deal gives Chilean Cobalt direct exposure to a large REE project containing elements (Nd, Dy, Tb, Y) that are critical to defense and advanced manufacturing supply chains—potentially a strategic resource if developed.
• Material investor considerations include the $3M funding obligation (phased), possible dilution from issuing 6,000,000 shares on purchase, and the NSR fallback (up to 2%) if the option is not exercised.
• The agreement sets a 12–24 month development scale timeline and calls for a later definitive acquisition agreement that will specify conditions, project management and environmental, social and governance (ESG) commitments—factors investors should monitor for project risk and progress.