COBA 10-Q
Chilean Cobalt Corp. (COBA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
| 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
(Exact Name of Registrant as Specified in its Charter)
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(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
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| (Address of Principal Executive Offices) | (Zip Code) |
(
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
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 |
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.
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).
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 | ☐ |
| ☒ | 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
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
There were shares of the registrant’s common stock, $0.0001 par value per share, outstanding as of August 19, 2024.
CHILEAN COBALT CORP.
Contents
| 2 |
PART I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CHILEAN COBALT CORP. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEET
| June 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Assets | (Unaudited) | |||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders' Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued service expenses | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | ||||||||
| Stockholders' Equity: | ||||||||
| Series A Convertible Preferred Stock, $ par value; shares authorized and and shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively | ||||||||
| Common Stock, $ par value; shares authorized and and issued and outstanding at June 30, 2024 and December 31, 2023, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive income | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders' equity | ||||||||
| Total liabilities and stockholders' equity | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
| 3 |
CHILEAN COBALT CORP. AND SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATION AND COMPREHENSIVE LOSS
| Three-Months Ended | Six-Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Depreciation | ||||||||||||||||
| Foreign currency transaction (gain) loss | ( | ) | ( | ) | ||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest income | ||||||||||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted loss per common share | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted-average number of shares outstanding: | ||||||||||||||||
| Basic and diluted loss per common share | ||||||||||||||||
| Comprehensive loss: | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Foreign currency translation adjustments | ( | ) | ( | ) | ( | ) | ||||||||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
| 4 |
CHILEAN COBALT CORP. AND SUBSIDIARY
UNAUDITED CONDENSED 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, 2022 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Foreign currency translation | – | – | ||||||||||||||||||||||||||||||
| Stock based compensation | – | – | ||||||||||||||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balances at March 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Issuance of Common Stock in a private placement | – | |||||||||||||||||||||||||||||||
| Foreign currency translation | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Stock based compensation | – | – | ||||||||||||||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balances at June 30, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| 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 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Foreign currency translation | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Stock based compensation | – | |||||||||||||||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balances at March 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Foreign currency translation | – | – | ||||||||||||||||||||||||||||||
| Stock based compensation | – | – | ||||||||||||||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balances at June 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
| 5 |
CHILEAN COBALT CORP. AND SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
| Six-Months Ended | ||||||||
| June 30, | June 30, | |||||||
| 2024 | 2023 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Stock based compensation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and other assets | ( | ) | ( | ) | ||||
| Accounts payable and accrued liabilities | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of Common Stock | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of foreign exchange rate on cash | ( | ) | ||||||
| Net increase (decrease) in cash | ( | ) | ||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
| 6 |
CHILEAN COBALT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 1. | Organization and Nature of Business |
The accompanying condensed 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 Minería SpA (“Baltum”), a Chilean Sociedad por Acciones formed on January 3, 2018. The Company is a primary cobalt, secondary copper, junior mining and exploration company. 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 2,635 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 Company’s year-end is December 31.
| 2. | Going Concern |
The Company has not yet begun to generate revenue
as of June 30, 2024, 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 six-month period and three-month period ended June 30,
2024, the Company reported a net loss of $
The ability of the Company to continue as a going concern over a longer term is dependent on the Company’s 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.
With a cash balance of $
| 3. | Summary of Significant Accounting Policies Basis of Presentation |
The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The condensed financial statements include the consolidated accounts of the Company and its wholly-owned subsidiary Baltum Minería SpA. All material intercompany transactions have been eliminated in consolidation.
| 7 |
Forward Stock Split
On May 2, 2023, the Company effected a
The weighted-average common shares outstanding for both basic and diluted earnings per share for all periods presented was calculated, in accordance with ASC 260, Earnings Per Share.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these condensed consolidated financial statements include but are not limited to, the applicability of accrued expenses. Estimates are periodically reviewed in light of changes in circumstances, facts, and experience. Actual results could differ from the Company’s estimates and those differences may be material.
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 June 30, 2024, and December 31, 2023, the Company’s cash balances were $
Value Added Tax (“VAT Tax”)
The Company’s 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 June 30, 2024, and December 31, 2023, because the Company's ability to fund future expenditures necessary to recover VAT taxes paid in, 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
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.
| 8 |
Capitalized interest, if applicable, is amortized
over the estimated useful life of the assets. For the three-months ended June 30, 2023 and 2024, we capitalized interest expense of $-
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 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.
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 six-months ended June 30, 2024, and June 30, 2023, respectively, and the three-months ended June 30, 2024, and June 30, 2023, 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).
| 9 |
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 six-months ended June 30, 2023 and 2024, we recorded
Asset Retirement Obligations
We record asset retirement obligations (“AROs”) at present value at the time the liability is incurred, if we can reasonably estimate the settlement date. The associated AROs are capitalized as part of the carrying amount of related long-lived assets. In future periods, the liability is accreted to its estimated fair value and the capitalized cost is depreciated over the useful life of the related asset. We also adjust the liability for changes resulting from the passage of time and/or revisions to the timing or the amount of the original estimate. Upon retirement of the long-lived asset, we either settle the obligation for its recorded amount or incur a gain or loss.
The carrying amounts for the AROs for the three-months
ended June 30, 2023 and 2024 are $-
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 our environmental liabilities are costs for the operation, maintenance and monitoring of site remediation plans (“OM&M”). Such reserves are based on our best estimates for these OM&M plans. Over time we may incur OM&M costs in excess of these reserves. However, we are unable to reasonably estimate an amount in excess of our 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 these environmental sites change over time. 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.
| 10 |
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 condensed 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 June 30, 2024, and December
31, 2023, these mining concessions had a value of $-
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.
Additionally, in the event of restructuring plans, write-downs of long-lived assets may occur. Two types of assets are impacted: assets to be disposed of by sale and assets to be abandoned. Assets to be disposed of by sale are measured at the lower of carrying amount or estimated net proceeds from the sale. Assets to be abandoned with no remaining future service potential are written down to amounts expected to be recovered. The useful life of assets to be abandoned that have a remaining future service potential is adjusted and depreciation is recorded over the adjusted useful life.
| 11 |
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 Company’s 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 Company’s condensed consolidated balance sheets. Gains and
losses resulting from foreign currency transactions are reflected within the Company’s condensed 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 $-
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 condensed consolidated financial statements or in the Company’s tax returns. Deferred taxes are determined based on the differences between the condensed 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 Company’s 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 condensed 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 Accounting Standards Codification 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 Company’s 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
| 12 |
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.
Recently Issued and Adopted Accounting Pronouncements
There are not any recently issued and adopted accounting pronouncements that have a material impact on the Company’s condensed consolidated financial statements as of June 30, 2024, and December 31, 2023.
| 4. | Property and Equipment, Net |
Property and equipment, net consisted of the following:
| June 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Machinery and equipment | $ | $ | ||||||
| Property and equipment, gross | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Depreciation expenses for the six-months ended
June 30, 2024, and June 30, 2023, amounted to $-
| 5. | Accrued Expenses |
Accrued expenses consisted of the following:
| June 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Service fees | $ | $ | ||||||
| Employee benefits | ||||||||
| Other | ||||||||
| Total accrued expenses | $ | $ | ||||||
| 13 |
| 6. | Stockholders’ Equity |
Preferred Stock
The Company’s 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 resolved and approved by the board and signed into being 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. There were shares of preferred stock issued and outstanding as of June 30, 2024, or December 31, 2023.
Common Stock
The Company’s certificate of incorporation authorizes the Company to issue shares of $ par value common stock. As of June 30, 2024, and December 31, 2023, there were and shares of common stock issued and outstanding. Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders.
2024 Issuances:
During the six-months ended June 30, 2024, the Company issued the following shares of common stock:
| · | shares were issued to a vendor upon billing on March 19, 2024, for a year of services at the fair value price on the date of issuance of $ per share, which equates to total annual compensation paid in the amount of $ |
2023 Issuances:
During the twelve-month period ended December 31, 2023, the Company issued the following shares of common stock:
| · | shares were issued to investors at $0.256666667 per share to satisfy the $ | |
| · | In aggregate, shares were issued to investors for total proceeds of $ |
Forward Stock Split
On May 2, 2023, the Company effected a
| 14 |
Stock Options
On April 26, 2022, the board adopted, and by shareholder consent achieved on April 29, 2022, the shareholders approved the Company’s 2022 Equity Incentive Plan (the “2022 Plan”), which allows awards for up to 5,850,000 options to purchase shares of its Common Stock at prevailing fair value exercise prices at the time of each award. There were options to purchase 5,611,254 shares of its Common Stock, net of forfeitures, awarded under the 2022 Plan as of June 30, 2024. 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 Company’s business.
On May 24, 2022, the Company granted stock options to purchase an aggregate of shares to officers/management, advisors, and directors at an exercise price of $.
On June 1, 2022, the Company granted stock options to purchase an aggregate of shares to an advisor at an exercise price of $.
On July 15, 2022, the Company granted stock options to purchase an aggregate of shares to an officer at an exercise price of $.
On July 28, 2022, the Company granted stock options to purchase an aggregate of shares to an officer/director at an exercise price of $.
On June 29, 2023, the board adopted, and by shareholder consent achieved on June 30, 2023, the shareholders approved the Company’s 2023 Equity Incentive Plan (the “2023 Plan”), which allows awards for up to 1,963,746 options to purchase shares of its Common Stock at prevailing fair value exercise prices at the time of each award. There were 1,175,000 options to purchase shares of its Common Stock awarded under the 2023 Plan as of June 30, 2024. 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 Company’s business.
On July 1, 2023, the Company granted stock options to purchase an aggregate of shares to officers/management and directors at an exercise price of $.
On July 7, 2023, the Company granted stock options to purchase an aggregate of shares to directors at an exercise price of $.
On January 25, 2024, the Company granted stock options to purchase an aggregate of shares to advisory board members at an exercise price of $.
On February 13, 2024, the Company granted stock options to purchase an aggregate of shares to an advisory board member at an exercise price of $.
| 15 |
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:
| Description | As of June 30, 2023 | As of June 30, 2024 | ||||||
| Expected dividend yield | % | % | ||||||
| Expected stock volatility (a) | % | % | ||||||
| Risk-free interest rate | % | % | ||||||
| Expected life of options (years) | - | - | ||||||
| Expected forfeiture rate | % | % | ||||||
| Grant date fair value per option | $ | - | $ | - | ||||
| (a) |
During the six-months ended June 30, 2024 and June 30, 2023, the Company recorded stock-based compensation expenses of $ and $, respectively, and during the three-months ended June 30, 2024 and June 30, 2023, the Company recorded stock-based compensation expenses of $ and $, respectively. As of June 30, 2024, the unamortized stock option expense was $. The Company’s stock options had an intrinsic value of $, based on the OTCQB published closing price for COBA of $ per share as of June 30, 2024, 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 has made a policy election to recognize forfeitures in stock-based compensation expense as they occur.
A summary of the changes in stock options outstanding at June 30, 2024 are presented below:
Options Outstanding Number of Shares | Weighted Average Exercise Price | |||||||
| Balance, December 31, 2021 | n/a | |||||||
| Issued | $ | |||||||
| Expired/Forfeited | ) | $ | ||||||
| Exercised | n/a | |||||||
| Balance, December 31, 2022 | $ | |||||||
| Issued | ||||||||
| Expired/Forfeited | n/a | |||||||
| Exercised | n/a | |||||||
| Balance, December 31, 2023 | $ | |||||||
| Issued | ||||||||
| Expired/Forfeited | n/a | |||||||
| Exercised | n/a | |||||||
| Balance, March 31, 2024 | $ | |||||||
| Issued | n/a | |||||||
| Expired/Forfeited | n/a | |||||||
| Exercised | n/a | |||||||
| Balance, June 30, 2024 | $ | |||||||
| 16 |
The Company has the following options outstanding and exercisable at June 30, 2024:
| Issue Date | Expiry Date | Exercise Price | Number of Options | Remaining Life | ||||||||||
| 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 condensed consolidated financial position, results of operations, or cash flows, and it has not accrued any liabilities related to such obligations in its condensed consolidated financial statements as of June 30, 2024, and December 31, 2023.
Litigation
From time to time, the Company may be subject to claims and lawsuits arising in the normal course of business. The Company’s management believes that the outcome of any litigation or claims will not have a material effect on the Company’s condensed consolidated financial position, results of operations, or cash flows. On June 30, 2024, management was not aware of any material active, pending, or threatened litigation.
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ITEM 2. MANAGEMENT’S 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. (“C3”) and including its subsidiaries, the (collectively, the “Company”) should be read in conjunction with our consolidated financial statements and the accompanying notes thereto included elsewhere in this Quarterly Report on Form 10-Q. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us,” “we,” “our,” and similar terms refer to the Company. This Quarterly Report on Form 10-Q 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 in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“Commission”) on April 1, 2024.
Overview
Chilean Cobalt Corp. is a US-based and US-listed (OTCQB: COBA) critical materials exploration and development company focused on developing the La Cobaltera project located in the San Juan District in Northern Chile, one of the world’s few known primary cobalt districts. C3 is mission-driven as an innovator and leader that strives to be the most responsible supplier of critical mineral resources for the development of advanced materials and cleaner energy technologies that address the most pressing environmental and development issues.
Given the transformational shift from internal combustion engines to electric vehicles (EVs), there has been an increase in demand for cobalt, a critical battery cathode material in lithium-ion batteries that EVs use, along with copper as well. The Company’s wholly-owned subsidiary Baltum Mineria SpA (“Baltum”) has acquired 2,635 hectares of fully exploitable mining concessions in northern Chile’s Atacama region in the San Juan District. The Company continues to seek opportunities to further consolidate mining rights in the district. The San Juan mining district, which includes the La Cobaltera area, has been identified by CORFO, the Chilean governmental agency responsible for the country’s economic development, as likely containing the highest quality cobalt assets in Chile. Chile already being the leading copper-producing country in the world with the La Cobaltera area historically supporting the existence of established and high-quality copper assets. Being strategically located near roads, electricity, water, and ports, the site is in close proximity to robust mining infrastructure. The Company’s 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; and developing an accelerated phased implementation plan to generate revenue as quickly as possible.
We have not generated revenues to date. Our limited operations have included the formation of the Company and its wholly-owned subsidiary Baltum Mineria SpA, oversight of cobalt exploration activities, business development activities, and ESG 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 August 19, 2024, we raised a total of $30,309,535 from accredited investors through the issuance of our common stock, preferred stock, and debt. 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.
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 without any acquisition activity and very limited geological and exploration work, is approximately $98,900 for a total of $1,187,000 for the upcoming 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 are currently seeking to raise working capital of $3,000,000 to $5,000,000 with plans to raise an additional $20,000,000 by the end of this calendar year or sometime early next year. We expect to be able to further our acquisition and exploration plans, if we are successful in raising the anticipated working capital.
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In order to complete our long-term plan of operations, which entails proving out feasibility, commencing production and generating saleable product, we estimate that approximately $325 million in funds will be required.
For the years ended December 31, 2023 and 2022, we generated no revenues and reported net losses of $1,292,742 and $1,032,295, respectively, and negative cash flow from operating activities of $929,418 and $673,796, respectively. For the three-months ended June 30, 2024 and June 30, 2023, we reported net losses of $210,134 and $275,722, respectively, and negative cash flow from operating activities of $215,847 and $196,867, respectively. For the six-months ended June 30, 2024 and June 30, 2023, we reported net losses of $473,310 and $611,409, respectively, and negative cash flow from operating activities of $380,924 and 440,246, 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, 2023 and 2022. As noted in our unaudited financial statements included elsewhere in this Quarterly Report on Form 10-Q, we had an accumulated stockholders’ deficit of approximately $32,973,548 and recurring losses from operations as of June 30, 2024. See the risk factor in our Annual Report on Form 10-K titled, “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, 2023 and 2022.”
Plan of Operations
In order to complete our plan of operations during the next 12 months, we estimate that a baseline of approximately $1,187,000 in funds will be required. In order to move forward towards pursuing our strategic priorities of further 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 $16,000,000. The source of such funds is anticipated to come from private placements of our securities as discussed above. 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 begin to implement our business plan.
For the next twelve 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 existing 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 $2,000,000 to $2,500,000. | |
| · | 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 the Company has expressed interest in acquiring and the ability to close on these acquisitions is dependent on the Company’s success in achieving its 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 or engage additional advisors to assist with operations. This will increase the salaries or consulting fees we pay as a part of general and administrative expenses. We also intend to continue incurring the same level of 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 $1,200,000 to $1,500,000 depending on the phases of the business plan that are able to be engaged. |
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We have board authorization to commence a private capital raise in order to secure the necessary funding to carry out our 12-month business plan, as indicated above. In addition, 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 cobalt-copper project as well as other mining concessions we are evaluating within the San Juan District in northern Chile. These efforts include a potential debt funding package of up to $317,400,000 pursuant to a June 4, 2024 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.
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. We did not incur any exploration and development expenses during the quarter ended June 30, 2024 because the Company has been focused on raising working capital that will allow for execution of the overall plans both short-term and long-term, including exploration, acquisition and general and corporate continuance. In addition, the Company has been working diligently during the previous three months to achieve long-term objectives for debt funding through a letter of interest with the Export-Import Bank of the United States, as discussed previously, and through the establishment of a non-binding letter of intent for eventual product offtake through Glencore AG, an international commodity trading and mining company.
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.
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Results of Operations – Three-Months Ended June 30, 2024 Compared to the Three-Months Ended June 30, 2023
Three-Months Ended June 30, 2023 | Three-Months Ended June 30, 2024 | Increase (Decrease) | ||||||||||
| Revenue | $ | 0 | $ | 0 | $ | 0 | ||||||
| Cost of Sales | 0 | 0 | 0 | |||||||||
| Gross Profit | $ | 0 | $ | 0 | $ | 0 | ||||||
| Gross Profit % | 0% | 0% | 0% | |||||||||
| Operating Expenses: | ||||||||||||
| General and administrative expenses | $ | 285,743 | $ | 215,089 | $ | (70,654 | ) | |||||
| Interest (income) expense, net | (10,021 | ) | (4,955 | ) | 5,066 | |||||||
| Operating Income (Loss) | (275,722 | ) | (210,134 | ) | (65,588 | ) | ||||||
| Provision for income taxes | 0 | 0 | 0 | |||||||||
| Net Income (Loss) | $ | (275,722 | ) | $ | (210,134 | ) | $ | (65,588 | ) | |||
Results of operations for the three-months ended June 30, 2023, compared to June 30, 2024, were improved due primarily to lower non-cash stock option compensation to directors, officers and advisors, as the larger 2022 Equity Incentive Compensation Plan awards vested by the end of 2023 and now the expenses related to the more modest 2023 Equity Incentive Compensation Plan awards are lower by comparison, along with lower contractor and legal fees paid in the second quarter of 2024 compared to 2023, but somewhat countered by higher insurance costs over the same periods. Other expenses had milder variances and were effectively offsetting, such as higher travel expense, but lower and offsetting advertising and marketing along with regulatory and filing fee costs. These variances along with nominal impacts related to other expenses amounted to an overall decrease in losses of $65,588 for the current period compared to the same period in 2023.
Results of Operations – Six-Months Ended June 30, 2024 Compared to the Six-Months Ended June 30, 2023
Six-Months Ended June 30, 2023 | Six-Months Ended June 30, 2024 | Increase (Decrease) | ||||||||||
| Revenue | $ | 0 | $ | 0 | $ | 0 | ||||||
| Cost of Sales | 0 | 0 | 0 | |||||||||
| Gross Profit | $ | 0 | $ | 0 | $ | 0 | ||||||
| Gross Profit % | 0% | 0% | 0% | |||||||||
| Operating Expenses: | ||||||||||||
| General and administrative expenses | $ | 621,557 | $ | 485,219 | $ | (136,338 | ) | |||||
| Interest (income) expense, net | (10,148 | ) | (11,909 | ) | (1,761 | ) | ||||||
| Operating Income (Loss) | (611,409 | ) | (473,310 | ) | (138,099 | ) | ||||||
| Provision for income taxes | 0 | 0 | 0 | |||||||||
| Net Income (Loss) | $ | (611,409 | ) | $ | (473,310 | ) | $ | (138,099 | ) | |||
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Results of operations for the six-months ended June 30, 2023, compared to June 30, 2024, were improved due primarily to lower non-cash stock option compensation to directors, officers and advisors, as the larger 2022 Equity Incentive Compensation Plan awards vested by the end of 2023 and now the expenses related to the more modest 2023 Equity Incentive Compensation Plan awards are lower by comparison, along with lower contractor and legal fees paid in the first two quarters of 2024 compared to 2023, but somewhat countered by higher insurance costs over the same periods. Other expenses had milder variances and were effectively offsetting, such as higher travel expense and accounting and tax expense, but offsetting advertising and marketing costs. These variances along with nominal impacts related to other expenses amounted to an overall decrease in losses of $138,099 for the current period compared to the same period in 2023.
Liquidity and Capital Resources
Liquidity
We have primarily financed our operations through the sale of unregistered equity. As of June 30, 2024, our Company had cash totaling $417,317 current assets totaling $483,823 and total assets of $486,781. We had total liabilities of $41,689 (all current) and positive working capital of $442,134. Stockholders’ equity was $445,092.
Sources and Uses of Cash for the Six-Months Ended June 30, 2024 and 2023
The following table summarizes our cash flows for the six-months ended June 30, 2023 and 2024.
Six-Months Ended June 30, 2023 | Six-Months Ended June 30, 2024 | Increase (Decrease) | ||||||||||
| Net Cash Provided By (Used In) Operating Activities | $ | (440,246 | ) | $ | (380,924 | ) | $ | 59,322 | ||||
| Net Cash Provided By (Used In) Investment Activities | 0 | 0 | 0 | |||||||||
| Net Cash Provided By (Used In) Financing Activities | 1,100,000 | 0 | (1,100,000 | ) | ||||||||
| Effect of foreign exchange rate on cash | 876 | (1,630 | ) | (2,506 | ) | |||||||
| Net Increase (Decrease) in Cash | $ | 660,630 | $ | (382,554 | ) | $ | (1,043,184 | ) | ||||
Net cash used in operations
Net cash used in operating activities was $440,246 for the six-months ended June 30, 2023 versus net cash used in operating activities of $380,924 for the six-months ended June 30, 2024. The decrease in cash flow used in operating activities was primarily due to lower contractor and legal fees paid in the current period compared to the same period in the previous year with some offsetting by higher insurance costs. Other smaller impacts related to higher accounting and tax services and travel costs, which were nearly offset by lower advertising and marketing costs compared to the same period in the previous year. In addition, there were similar impacts from both lower prepaids and higher accounts payable and accrued liabilities, which offset the use of cash. Each of these roughly equivalent factors contributed to the $59,322 decrease in net cash used in operations for the current six-month period compared to the same six-month period in the previous year.
Net cash used in investment activities
Net cash used in investment activities was $-0- for the six-months ended June 30, 2023 versus net cash used in investment activities of $-0- for the six-months ended June 30, 2024. There were no changes in cash flow used in investment activities between years.
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Net cash provided by financing activities
Net cash provided by financing activities of $1,100,000 in the six-months ended June 30, 2023, which included an aggregate of $1,100,000 of proceeds for the eventual sale of an aggregate of 4,285,716 shares of common stock, versus net cash provided by financing activities for the six-months ended June 30, 2024 of $-0-.
Going Concern
Based upon our working capital of $442,134 that is less than our current year estimated annualized cash used in operating activities of $761,848, and our accumulated deficit of ($32,973,548), as of June 30, 2024, we require additional equity and/or debt financing to continue our operations. 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 condensed consolidated financial statements for the fiscal years ended December 31, 2023 and 2022 and as footnoted in our unaudited quarterly condensed consolidated financial statements for the quarters ended June 30, 2024 and 2023.
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, although, we do have a potential debt funding package of up to $317,400,000 pursuant to a June 4, 2024 non-binding letter of interest we received from the Export-Import Bank of the United States. However, there can be no assurance that a private raise or debt financing, when instituted can occur as planned or at all..
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 in our Company.
If we are able to raise additional capital, we do not know with certainty 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 shares and could be at prices substantially below prices at which shares currently trade. An 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 unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q 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.
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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. These direct, incremental selling, general and administrative expenses are not included 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 expected 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, at the time of bringing products to market. 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.
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.
The growing concerns about climate change and related increasingly stringent regulations may provide us with new or expanded business opportunities. It is expected that our product will contribute 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 expect to provide cobalt-containing solutions that will 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.
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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 footnote 3, Summary of Significant Accounting Policies Basis of Presentation in the accompanying unaudited condensed consolidated financial statements.
Recently Issued Accounting Pronouncements
There are not any recently issued and adopted accounting pronouncements that have a material impact on the Company’s unaudited condensed consolidated financial statements as of June 30, 2024, and December 31, 2023.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure.
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As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Principal Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2024. Based upon his evaluation, our Chief Executive Officer and Principal Financial Officer concluded that, as of June 30, 2024, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective. Management has determined that a material weakness exists due to a lack of segregation of duties.
Remediation of Material Weakness
We are in the process of implementing improvements and remedial measures in response to the material weakness noted above. Currently, management contracts with an outside certified public accountant to assist the Company with preparation of its reports required to be filed with the SEC pursuant to the Exchange Act.
Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the three-month period ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
ITEM 1. 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.
ITEM 1A. RISK FACTORS
There have been no material changes in our risk factors from those disclosed in Part I, Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2023.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES
The following information represents securities sold by us during the three-month period ended June 30, 2024 which were not registered under the Securities Act of 1933, as amended (the “Securities Act”). Included are new issues, securities issued in exchange for property, services or other securities, securities issued upon conversion from our other share classes and new securities resulting from the modification of outstanding securities. We sold or issued all of the securities listed below pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act.
None.
ITEM 5. OTHER INFORMATION
During the quarter ended June 30,
2024, no director or officer
ITEM 6. EXHIBITS
| 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 Company’s 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 Company’s 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 Company’s Current Report on Form 8-K filed with the Commission on May 8, 2023). |
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| 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 Company’s Registration Statement on Form S-1 filed with the Commission on November 14, 2022). | |
| 10.1† | Chilean Cobalt Corp. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s Current Report on Form 8-K filed with the Commission on July 6, 2023). | |
| 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* | XBRL Instance Document | |
| 101.SCH* | XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
________________
| * | Filed herewith. |
| † | Includes management contracts and compensation plans and arrangements |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CHILEAN COBALT CORP. | ||
| Dated: August 19, 2024 | By: | /s/ Duncan T. Blount |
| Duncan T. Blount, Chief Executive Officer (Principal Executive Officer) | ||
| Dated: August 19, 2024 | By: | /s/ Jim Van Horn |
| Jim Van Horn, Chief Financial Officer (Principal Financial and Accounting Officer) | ||
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