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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
December 27, 2024
CHILEAN COBALT CORP.
(Exact name of registrant as specified in its charter)
| Nevada |
|
333-268335 |
|
82-3590294 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification Number) |
1199 Lancaster Ave, Suite 107
Berwyn, Pennsylvania 19312
(Address of principal executive offices)
(484) 580-8697
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions.
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which registered |
| None. |
|
|
|
|
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.02 |
Unregistered Sales of Equity Securities. |
On December 30, 2024, Chilean
Cobalt Corp., a Nevada corporation (the “Company”) entered into five (5) stock purchase agreements with certain investors
in respect of the purchase and sale of an aggregate amount of 724,420 shares of the Company’s Series B Convertible Preferred Stock
for an aggregate cash consideration of $325,989. Such shares of Series B Convertible Preferred Stock were issued in accordance with the
terms and conditions set forth in the Amended and Restated Series B Certificate (as defined in Item 3.03 below).
The
issuance of shares of the Company’s Series B Convertible Preferred Stock as disclosed in this Item 3.02 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.
| Item 3.03 |
Material Modification to Rights of Security Holders. |
On
December 26, 2024, the Board of Directors (the “Board”) of the Company 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 the
Company’s 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.
The Company filed the Series
B Certificate with the Secretary of State of the State of Nevada on December 27, 2024. A copy of the Series B Certificate is attached
to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated by reference herein.
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.
The Company filed the Amended
and Restated Series B Certificate with the Secretary of State of the State of Nevada on December 30, 2024. A copy of the Amended and
Restated Series B Certificate is attached to this Current Report on Form 8-K as Exhibit 3.2 and is incorporated by reference herein.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
CHILEAN COBALT CORP |
| |
|
| Dated: January 3, 2025 |
By: |
/s/ Duncan T. Blount |
| |
Name: |
Duncan T. Blount |
| |
Title: |
Chief Executive Officer |
Exhibit 3.1
CERTIFICATE OF DESIGNATIONS OF PREFERENCES AND
RIGHTS OF
SERIES B CONVERTIBLE PREFERRED STOCK
of
Chilean Cobalt Corp.
a Nevada corporation
The undersigned Chief Executive
Officer of Chilean Cobalt Corp. (“Corporation”), a corporation organized and existing under the laws of the State of Nevada,
does hereby certify that, pursuant to the authority contained in the Corporation’s Articles of Incorporation (“Articles”) and
pursuant to Section 78.1955 of the Nevada Revised Statutes (“NRS”), and in accordance with the provisions of the resolution
creating a series of the class of the Corporation's authorized preferred stock designated as Series B Convertible Preferred Stock as follows:
FIRST: The Articles of
Incorporation of the Corporation authorize the issuance by the Corporation of 100,000,000 shares of common stock, $0.0001 par value
per share (the “Common Stock”) and 25,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred
Stock”), and, further, authorize the Board of Directors of the Corporation, by resolution or resolutions, at any time and from
time to time, to divide and establish any or all of the unissued shares of Preferred Stock not then allocated to any series into one
or more series and, without limiting the generality of the foregoing, to fix and determine the designation of each such share, the
number of shares which shall constitute such series and certain preferences, limitations and relative rights of the shares of each
series so established.
SECOND: By a Meeting of the
Board of Directors on December 26, 2024, the Board of Directors designated 2,600,000 shares of the Preferred Stock as Series B Convertible
Preferred Stock, par value $0.0001 per share, pursuant to a resolution providing that a series of preferred stock of the Corporation be
and hereby is created, and that the designation and number of shares thereof and the voting and other powers, preferences and relative,
participating, optional or other rights of the shares of such series and the qualifications, limitations and restrictions thereof are
as follows:
SERIES B CONVERTIBLE PREFERRED STOCK
| 1. | Powers and Rights of Series B Convertible Preferred Stock. There is hereby designated a class of
Preferred Stock of the Corporation as the Series B Convertible Preferred Stock, par value $0.0001 per share of the Corporation (the “Series
B Stock”). The number of shares, powers, terms, conditions, designations, preferences and privileges, relative, participating, optional
and other special rights, and qualifications, limitations and restrictions, if any, of the Series B Stock shall be as set forth in this
Certificate of Designations of Preferences and Rights of Series B Convertible Preferred Stock (this “Certificate of Designations”).
For purposes herein, a holder of share(s) of Series B Stock shall be referred to as a “Series B Holder.” |
| | |
| 2. | Number and State Value. The number of authorized shares of the Series B Stock is 2,600,000 shares.
Each Share of Series B Stock shall have a stated value of $0.50 (the “Stated Value”). |
| | |
| 3. | Automatic Conversion. |
(a) Definitions. For purposes herein:
| (i) | “Business Day” means any day on which commercial banks are generally
open for business in the State of Nevada. |
| | | |
| (ii) | “Conversion Date” means December 31, 2025, subject to the provisions
of Section 3(e). |
| | | |
| (iii) | “Common Stock” means the common stock, par value $0.0001 per share, of
the Corporation. |
| | | |
| (iv) | “Conversion Price” means $0.50, subject to adjustment as set forth in
the shares of Common Stock into which the Series B Stock is converted in any Automatic Conversion. |
| (v) | “Conversion Shares” means the shares of Common Stock into which the Series
B Stock is converted in any Automatic Conversion. |
| | | |
| (vi) | “Exempt Issuance” shall mean the issuance of shares of Common Stock or
other securities of the Corporation (a) to employees, independent contractors, officers or directors of the Corporation for compensatory
purposes and which are either (i) issued pursuant to any stock or option or similar equity incentive plan duly adopted for such purpose,
by a majority of the non-employee members of the Board or a majority of the members of a committee of non-employee directors established
for such purpose in a manner which is consistent with the Corporation's prior business practices; or (ii) approved by by a majority of
the non-employee members of the Board or a majority of the members of a committee of non-employee directors established for such purpose
in a manner which is consistent with the Corporation's prior business practices; (b) issued pursuant to a merger, consolidation, acquisition
or similar business combination approved by a majority of the disinterested directors of the Board, and whether issued to the seller or
counterparty to the transaction, or to other persons in connection with the transaction; (c) issued pursuant to any equipment loan or
leasing arrangement, real property leasing arrangement or debt financing from a bank or similar financial institution; or (d) issued pursuant
to existing convertible debt and equity lines of credit in existence as of the Filing Date. |
| | | |
| | (vii) | “Filing Date” means the date of filing of this Certificate of Designations with Secretary of State of the State of
Nevada. |
| | | |
| | (viii) | “Person”
means a natural person, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization,
including a government or political subdivision or any agency or instrumentality thereof. |
(b) Additional Provisions Applicable to Automatic Conversion.
| (i) | Subject to the provisions of Section 3(e), on the Conversion Date each share of
Series B Stock then issued and outstanding shall automatically be converted into Conversion Shares as set forth in this Section 3 (each,
an “Automatic Conversion”). |
| | | |
| (ii) | Subject to the provisions of Section 3(e), each share of Series B Stock
converted in an Automatic Conversion shall
be converted into a number of Conversion Shares equal to (1) the Stated Value, divided by (2) the then-applicable Conversion Price. |
| | | |
| (iii) | Any Conversion Shares shall be issued in book-entry format and shall not be certificated
unless otherwise requested by the applicable Series B Holder. If so requested, in lieu of delivering physical certificates representing
the Common Stock issuable upon conversion, provided the Corporation is participating in the Depository Trust Corporation (“DTC”)
Fast Automated Securities Transfer program, upon request of the applicable Series B Holder and its compliance with the provisions set
forth herein, the Corporation shall use its commercially reasonable efforts to cause its transfer agent to electronically transmit the
Common Stock issuable upon conversion to the applicable Series B Holder by crediting the account of applicable Series B Holder's Prime
Broker with DTC through its Deposit and Withdrawal at Custodian system. |
| | | |
| (iv) | At least 10 days prior to the Conversion Date, all holders of record of shares of
Series B Stock in certificated form shall surrender his, her or its certificate or certificates for all such shares (or, if such holder
alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to
the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss,
theft or destruction of such certificate) to the Corporation to the main executive offices of the Corporation, provided that, for the
avoidance of doubt, any such surrender shall not be required in order to effect the Automatic Conversion as set forth herein. If so required
by the Corporation, any certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments
of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by his, her or its attorney duly authorized
in writing. All rights with respect to the Series B Stock converted pursuant to this Section 3, including the rights, if any, to receive
notices and vote (other than as a holder of Common Stock), will terminate as of the Conversion Date (notwithstanding the failure of the
holder or holders thereof to surrender any certificates at or prior to such time). |
| (v) | If, at any time when the Series B Stock are outstanding and prior to conversion
of all of the Series B Stock, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other
similar event, as a result of which shares of Common Stock of the Corporation shall be changed into the same or a different number of
shares of another class or classes of stock or securities of the Corporation or another entity, or in case of any sale or conveyance of
all or substantially all of the assets of the Corporation other than in connection with a plan of complete liquidation of the Corporation,
then each Series B Holder shall thereafter have the right to receive upon conversion of the Series B Stock, upon the basis and upon the
terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such
stock, securities or assets which such Series B Holder would have been entitled to receive in such transaction had the Series B Stock
been converted to shares of Common Stock in full immediately prior to such transaction (without regard to any limitations on conversion
set forth herein), and in any such case appropriate provisions shall
be made with respect to the rights and interests of the Series B Holders to the end that the provisions hereof (including, without limitation,
provisions for adjustment of the Conversion Price) shall thereafter be applicable, as nearly as may be practicable in relation to any
securities or assets thereafter deliverable upon the conversion hereof. The Corporation shall not affect any transaction described in
this Section 3(b)(v) unless the resulting successor or acquiring entity (if not the Corporation) assumes by written instrument the rights,
preferences afforded to the Series B Holders hereunder and obligations set forth herein. The above provisions shall similarly apply to
successive consolidations, mergers, sales, transfers or share exchanges. |
| | | |
| |
(vi) |
No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the Series B Stock. As to any fraction
of a share of Common Stock which the Series B Holder would otherwise be entitled to purchase upon such conversion, the Corporation shall
at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the
fair market value of a share of Common Stock as determined in good faith by the Board, or round up to the next whole share of Common
Stock. |
| |
|
|
| |
(vii) |
The issuance of Conversion Shares on conversion of Series
B Stock shall be made without charge to any Series B Holder for any documentary stamp or similar taxes that may be payable in
respect of the issue or delivery of such Conversion Shares, provided that the Corporation shall not be required to pay any tax that
may be payable in respect of any transfer involved in the issuance and delivery of any such Conversion Shares upon conversion in a
name other than that of the Series B Holders of such shares of Series B Stock and the Corporation shall not be required to issue or
deliver such Series B Conversion Shares unless or until the Person or Persons requesting the issuance thereof shall have paid to the
Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been
paid. |
| |
|
|
| |
(viii) |
Any shares of Series B Stock which are converted pursuant to this Section 3 shall no longer be issued and outstanding and shall be returned
to the status of authorized and unissued shares of Series B Stock. |
(c) Adjustments of Conversion Price.
| |
(i) |
In the event that, at any time following the Filing Date and on or prior to the Conversion Date, the Corporation subdivides or combines
(by any stock split, stock dividend, stock combination, recapitalization or other similar transaction) the outstanding shares of Common
Stock into a greater or a lesser number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately
adjusted. By way of example and not limitation, in the event of a two-for-one forward split of the Common Stock, whereby each share of
Common Stock is converted into two shares of Common Stock, the then-applicable Conversion Price shall be decreased by 50%, and, in the
event of a one-for-two reverse split of the Common Stock, whereby each two shares of Common Stock are converted into one shares of Common
Stock, the then-applicable Conversion Price shall be increased by 100%. Any adjustment pursuant to this Section 3(c)(i) shall become effective
immediately after the effective date of such subdivision or combination, and shall be completed each time at the occurrence of an event
as set forth in this Section 3(c)(i). |
| (ii) | Subject to the provisions of Section 3(c)(iii) , in the event that, at any time
following the Filing Date and on or prior to the Conversion Date, and other than in an Exempt Issuance, the Corporation issues, sells
or grants any option to purchase, or sells or grants any right to reprice, or otherwise disposes of, or issues, any Common Stock or other
securities convertible into, exercisable for, or otherwise entitle any person or entity the right to acquire, shares of Common Stock,
in each or any case at an effective price per share that is lower than the then-applicable Conversion Price (such lower price, the “Dilutive
Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (it being agreed that if the holder of the Common
Stock or other securities so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating
conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with
such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the then-applicable Conversion
Price, such issuance shall be deemed to have occurred for less than the then-applicable Conversion Price on such date of the Dilutive
Issuance), then the Conversion Price shall be automatically reduced to a price equal the Dilutive Conversion Price. |
| | | |
| (iii) | In the event that any issuances, sales or grants of any option to purchase, or
rights to reprice, or other dispositions of any Common Stock or other securities convertible into, exercisable for, or otherwise entitle
any person or entity the right to acquire, shares of Common Stock is undertaken in a “unit” transaction, wherein the recipient
thereof receives one or more securities, being comprised of Common Stock, and/or other derivatives and/or other securities convertible
into or exercisable for shares of Common Stock, then the “price per share” for purposes of Section 3(c)(ii) shall be deemed
to be the average price per share of Common Stock paid or to be paid by such recipient in the initial acquisition and upon exercise or
conversion of any derivatives or securities convertible into or exercisable for shares of Common Stock, assuming exercise or conversion
of all derivatives or securities convertible into or exercisable for shares of Common Stock. By way of example and not limitation, in
the event that the Corporation were to sell a share of Common Stock for $0.50 which is combined with a warrant to purchase a share of
Common Stock for $0.02, then the Dilutive Conversion Price would be $0.26. |
(d) Major Exempt Issuance.
| | (i) | In the event that, at any time following the Filing Date and on or prior to the Conversion Date, the Corporation undertakes a Dilutive
Issuance which is an Exempt Issuance, but which Dilutive Issuance results in the issuance or potential issuance (assuming exercise or
conversion of any securities which are exercisable for, or convertible into, shares of Common Stock) of a number of shares of Common
Stock in excess of 10% of the number of shares of Common Stock which are issued and outstanding immediately prior to such Dilutive Issuance,
assuming conversion of the Series B Stock as of such date (each, a “Major Exempt Issuance”), then the provisions of the remainder
of this Section 3(d) shall apply. For purposes of this Section 3(d), the issuance price or value of any shares of Common Stock, or the
exercise price or conversion price of any securities which are exercisable for, or convertible into, shares of Common Stock, shall be
as reasonable determined by the Corporation, on the one hand, and the Series B Holders holding a majority of the issued and outstanding
shares of Series B Stock, on the other hand. |
| | | |
| (ii) | If a Major Exempt Issuance has occurred, then, on the Conversion Date, if the Series
B Stock remains issued and outstanding at such time, the Corporation shall issue to each Series B Holder a warrant to acquire a number
of shares of Common Stock as required such that, if such warrant was exercised and the Series B Stock held by such Series B Holder were
converted to Common Stock, such Series B Holder would hold the same percentage of Common Stock, on a fully diluted and exercised basis,
following the Major Exempt Issuance, assuming full exercise or conversion of any securities which are exercisable for, or convertible
into, shares of Common Stock which were issued in the Major Exempt Issuance, as such Series B Holder would have held had the shares of
Series B Stock held by such Series B Holder been converted to shares of Common Stock on the Conversion Date prior to the Major Exempt
Issuance, rounded to the nearest whole share. |
| (iii) | By way of example and not limitation, in the event that there were 90 shares of Common Stock issued and outstanding immediately prior
to a Major Exempt Issuance, and at such time a Series B Holder held 10 shares of Series B Stock which were convertible into 10 shares
of Common Stock (and therefore the Series B Holder's percentage ownership would have been 10%), and thereafter, 50 shares of Common Stock
were issued in a Major Exempt Issuance, the Series B Holder would be issued a warrant pursuant to Section 3(d)(ii) to acquire 6 shares
of Common Stock, such that the Series B Holder, on conversion of its Series B Stock and exercise of the warrant, would own 16 shares of
Common Stock out of 156 shares of Common Stock issued and outstanding (10.2%). |
| | | |
| (iv) | Any warrant issued pursuant to this Section 3(d) shall have an exercise price of
$0.01 per share of Common Stock, shall have a 10-year exercise period, shall have adjustments to the number of shares of Common Stock
applicable to such warrant and to the exercise price of such warrant as a result of any subdivision or combination (by any stock split,
stock dividend, stock combination, recapitalization or other similar transaction) the outstanding shares of Common Stock into a greater
or a lesser number of shares following the issuance date of such warrant, and shall otherwise be in form and substance as is customary
for warrants issued in a publicly traded corporation. |
| | | |
| (v) | Any or all of the provisions of this Section 3(d), and application of this Section
3(d) to any one or more transactions undertaken by the Corporation, may be waived at any time by Series B Holders holding a majority of
the then-issued and outstanding shares of Series B Stock. |
(e) Principal Market Regulation. The Corporation shall not issue any shares of Common Stock upon conversion of any Series B Stock or otherwise pursuant to the terms of this Certificate of Designations if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock which the Corporation may issue upon conversion of the Series B Stock or otherwise pursuant to the terms of this Certificate of Designations without breaching the Corporation's obligations under the rules or regulations of the NASDAQ Stock Market, the NASDAQ Capital Market, the New York Stock Exchange, The NYSE American, or other any securities exchange which is the principal trading market for the Common Stock at the applicable time (as applicable, the “Principal Market”) (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Corporation (A) obtains the approval of its shareholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to Corporation that such approval is not required. Until such approval or such written opinion is obtained, no Series B Holder shall be issued in the aggregate, upon conversion of any Series B Stock or otherwise pursuant to the terms of this Certificate of Designations, shares of Common Stock in an amount greater than the Exchange Cap, and the applicable unconverted shares of Series B Stock shall remain outstanding until such shares of Series B Stock may be converted into Conversion Shares without violating such rules and regulations, and the Automatic Conversion, and the Conversion Date with respect to such shares of Series B Stock shall be deemed modified as required to give effect to the provisions of this Section 3(e) . In the event that any Series B Holder shall sell or otherwise transfer any of such Series B Holder's Series B Stock, the transferee shall be allocated a pro rata portion of such Series B Holder's Exchange Cap allocation with respect to such portion of such Series B Stock so transferred, and the restrictions of this Section 3(e) shall apply to such transferee with respect to the portion of the Exchange Cap so allocated to such transferee.
(a) In the event that, at any time following the date of issuance of any shares of Series B Stock and the Conversion Date, the Corporation creates and proposes to issue any new class of Preferred Stock of the Corporation which is either (i) senior in payment to the Series B Stock, or (ii) is convertible into Common Stock at a conversion price less than the Conversion Price then in effect hereunder (such new class of Preferred Stock being referred to as the “Senior Preferred Stock”), then the Corporation shall provide notice of such proposal to the Series B Holders at least 10 days prior to the issuance of any such Senior Preferred Stock. Thereafter, if so elected by Series B Holders holding a majority of the then-issued and outstanding shares of Series B Stock, all of the issued and outstanding shares of Series B Stock shall be exchanged for shares of Senior Preferred Stock with each share of Series B Stock being exchange for a number of shares of Senior Preferred Stock equal to (i) $0.50 divided by (ii) the price at which the Corporation proposes to sell a share of Senior Preferred Stock; and thereafter aggregated with respect to each Series B Holder and rounded to the rearrest whole share of Senior Preferred Stock (the “Senior Preferred Exchange”), and with such Senior Preferred Exchange to occur on the date of the first issuance of the Senior Preferred Stock (other than pursuant to such Senior Preferred Exchange). The Series B Holders shall not be required to pay any cash consideration in any Senior Preferred Exchange.
(b)By way of example and not limitation, in the event that the Corporation creates a Series X Preferred Stock which is determined to be a Senior Preferred Stock, and proposes to issue and sell such Series X Preferred Stock at a purchase price of $1.00 per share, then, if so elected by the Series B Holders as set forth in Section 4(a), each two shares of Series B Stock would be exchanged for one share of Series X Preferred Stock.
(c) Each Series B Holder, by acquisition of shares of Series B Stock, agrees to execute and deliver to the Corporation such exchange agreements and other instruments as may reasonably be requested by the Corporation to effect the transactions as set forth in this Section 4.
| 5. |
Participation; Dividends
and Distributions. |
(a) The Series B Stock shall participate in any dividends, distributions or payments to the holders of the Common Stock on an as-converted-to-Common Stock basis using a 1-for-1 conversion rate, but without such conversion being required.
(b) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, or any sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation, of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, Series B Stock shall participate in any distributions or payments to the holders of the Common Stock on an as-converted-to-Common Stock basis using a 1-for-1 conversion rate, but without such conversion being required.
(c) Other than as specifically set forth herein, the Series B Stock shall not be entitled to receive any specific dividends, distributions or payments in its form as Series B Stock, and shall rank equal with the Common Stock with respect to any rights to dividends, distributions or payments.
| 6. | Transfers. The shares of Series B Stock and any Conversion Shares may not be sold or transferred
unless: (i) such shares are sold pursuant to an effective registration statement under the Securities Act of 1933, as amended (together
with the rules and regulations thereunder, the “Securities Act”) or (ii) the Corporation or its transfer agent shall have been
furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable
transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration
(such as Rule 144 or a successor rule) (“Rule 144”); or (iii) such shares are transferred to an “affiliate” (as defined
in Rule 144) of the applicable Series B Holder who agrees to sell or otherwise transfer the shares only in accordance with this section
and who is an accredited investor (as defined in Rule 501 under Regulation D promulgated pursuant to the Securities Act) or (v) such shares
are sold to a non-U.S. person pursuant to Regulation S under the Securities Act. Any restrictive legend on certificates representing the
shares of Series B Stock or the shares of Common Stock issuable upon conversion of the Series B Stock shall be removed and the Corporation
shall issue to the applicable Series B Holder a new certificate therefore free of any transfer legend if the Corporation or its transfer
agent shall have received an opinion of counsel from applicable Series B Holder's counsel, in form, substance and scope customary for
opinions of counsel in comparable transactions, to the effect that (i) a public sale or transfer of such shares of Series B Stock or Common
Stock may be made without registration under the Securities Act, which opinion shall be accepted by the Corporation so that the sale or
transfer is effected; or (ii) in the case of the Common Stock issuable upon conversion of the Series B Stock such security is registered
for sale by the applicable Series B Holder under an effective registration statement filed under the Securities Act; or otherwise may
be sold pursuant to an exemption from registration. |
| 7. | Vote. Other than as set forth in Section 8, each share of Series B Stock shall,
on any matter submitted to the holders of the Common Stock, or any class thereof, for a vote, and will vote together with the Common Stock,
or any class thereof, as applicable, as one class on such matter for as long as the share of Series B Stock is issued and outstanding
and each share of Series B Stock shall have a number of votes equal to the number of Conversion Shares into which each share of Series
B Stock would be converted if the “Conversion Date” was the record date of holders of Common Stock entitled to vote on such
matter. Fractional votes by the Series B Holders of Series B Stock shall not, however, be permitted and, to the extent permitted by the
laws of the State of Nevada, any fractional voting rights resulting from the above formula (after aggregating all shares into which shares
of Series B Stock held by each Series B Holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded
upward). |
| 8. | Amendment. The Corporation may not, and shall not, amend or repeal this
Certificate of Designations without the prior written consent of Series B Holders holding a majority of the Series B Stock then issued
and outstanding, in which vote each share of Series B Stock then issued and outstanding shall have one vote, voting separately as a single
class, in person or by proxy, either in writing without a meeting or at an annual or a special meeting of such Series B Holders, and any
such act or transaction entered into without such vote or consent shall be null and void ab initio, and of no force or effect. |
| | |
| 9. | Miscellaneous. |
(a)
Legend. Any certificates representing the Series B Stock shall bear a restrictive legend in substantially the following form (and
a stop transfer order may be placed against transfer of such stock certificates):
THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED NOR QUALIFIED UNDER ANY STATE
SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS
QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY
TO THE COMPANY, SUCH QUALIFICATION AND REGISTRATION IS NOT REQUIRED. ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS
FURTHER SUBJECT TO OTHER RESTRICTIONS, TERMS AND CONDITIONS WHICH ARE SET FORTH HEREIN.
(b)Certificates. The shares of Series B Stock shall not be required to be certificated, and shall only be certificated if
decided by the Corporation in its sole discretion. If any certificate for the Series B Stock held by the Series B Holder thereof shall
be mutilated, lost, stolen or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation
of a mutilated certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the share
of Series B Stock so mutilated, lost, stolen or destroyed but only upon receipt of evidence of such loss, theft or destruction of such
certificate, and of the ownership hereof, and indemnity, if requested, all reasonably satisfactory to the Corporation.
(c)
No Registration Rights. The Series B Holders shall not have the right to require the Corporation to register any shares
of Series B Stock for sale pursuant to the securities laws of the United States.
(d)
Interpretation. If a Series B Holder shall commence an action or proceeding to enforce any provisions of this Certificate
of Designations, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney's fees
and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
(e)
Waiver. Any waiver by the Corporation or the Series B Holder of a breach of any provision of this Certificate of Designations
shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this
Certificate of Designations. The failure of the Corporation or the Series B Holder to insist upon strict adherence to any term of this
Certificate of Designations on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to
insist upon strict adherence to that term or any other term of this Certificate of Designations. Any waiver must be in writing.
(f)
Severability. If any provision of this Certificate of Designations is invalid, illegal or unenforceable, the balance of
this Certificate of Designations shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall
nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest
due hereunder violates applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to
equal the maximum permitted rate of interest.
IN
WITNESS WHEREOF, Chilean Cobalt Corp. has caused this Certificate of Designations to be signed by a duly authorized officer on this 23rd
day of December, 2024.
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Chilean Cobalt Corp. |
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By: /s/ Duncan T. Blount |
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Name: Duncan T. Blount |
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Title: Chief Executive Officer |
Exhibit 3.2
CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF DESIGNATIONS OF PREFERENCES AND
RIGHTS OF
SERIES B CONVERTIBLE PREFERRED STOCK
of
Chilean Cobalt Corp.
a Nevada corporation
The undersigned
Chief Executive Officer of Chilean Cobalt Corp. (“Corporation”), a corporation organized and existing under the laws of the
State of Nevada, does hereby certify that, pursuant to the authority contained in the Corporation's Articles of Incorporation (the “Articles”)
and pursuant to Section 78.1955 of the Nevada Revised Statutes (the “NRS”), and in accordance with the provisions of the resolution
creating a series of the class of the Corporation's authorized preferred stock designated as Series B Convertible Preferred Stock as follows:
FIRST: The
Articles of Incorporation of the Corporation authorize the issuance by the Corporation of 100,000,000 shares of common stock, $0.0001
par value per share (the “Common Stock”) and 25,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred
Stock”), and, further, authorize the Board of Directors of the Corporation, by resolution or resolutions, at any time and from time
to time, to divide and establish any or all of the unissued shares of Preferred Stock not then allocated to any series into one or more
series and, without limiting the generality of the foregoing, to fix and determine the designation of each such share, the number of shares
which shall constitute such series and certain preferences, limitations and relative rights of the shares of each series so established.
SECOND: The
Board has designated 2,600,000 shares of the Preferred Stock as Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series
B Stock”), pursuant to a Certificate of Designations as filed with the Secretary of State of the State of Nevada on December 27,
2024 (the “Certificate of Designations”);
THIRD: By resolution adopted
and approved by the board of directors of the Corporation at a Meeting of the Board of Directors on December 29, 2024, the Board determined
to amend and restate the Certificate of Designations in its entirety to provide as follows:
SERIES B CONVERTIBLE PREFERRED STOCK
| 1. | Powers and Rights of Series B Convertible Preferred Stock. There is hereby
designated a class of Preferred Stock of the Corporation as the Series B Convertible Preferred Stock, par value $0.0001 per share of the
Corporation (the “Series B Stock”). The number of shares, powers, terms, conditions, designations, preferences and privileges,
relative, participating, optional and other special rights, and qualifications, limitations and restrictions, if any, of the Series B
Stock shall be as set forth in this Certificate of Amendment to Certificate of Designations of Preferences and Rights of Series B Convertible
Preferred Stock (this “Certificate of Designations”). For purposes herein, a holder of share(s) of Series B Stock shall be referred
to as a “Series B Holder.” |
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| 2. | Number and State Value. The number of authorized shares of the Series B
Stock is 2,900,000 shares. Each Share of Series B Stock shall have a stated value of $0.45 (the “Stated Value”). |
(a)Definitions.
For purposes herein:
| (i) | “Business Day” means any day on which commercial banks are generally open for business in the
State of Nevada. |
| | | |
| (ii) | “Conversion Date” means December 31, 2025, subject to the provisions of Section 3(e). |
| | | |
| (iii) | “Common Stock” means the common stock, par value $0.0001 per share, of the Corporation. |
| | | |
| (iv) | “Conversion Price” means $0.45, subject to adjustment as set forth herein. |
| | | |
| (v) | “Conversion Shares” means the shares of Common Stock into which the Series B Stock is converted
in any Automatic Conversion. |
| | | |
| (vi) | “Exempt Issuance” shall mean (1) any issuance of shares of Series B Stock or the shares of Common
Stock or other securities of the Corporation issued on any exchange or conversion of the Series B Stock; and (2) the issuance of shares
of Common Stock or other securities of the Corporation (a) to employees, independent contractors, officers or directors of the Corporation
for compensatory purposes and which are either (i) issued pursuant to any stock or option or similar equity incentive plan duly adopted
for such purpose, by a majority of the non-employee members of the Board or a majority of the members of a committee of non-employee directors
established for such purpose in a manner which is consistent with the Corporation's prior business practices; or (ii) approved by by a
majority of the non-employee members of the Board or a majority of the members of a committee of non-employee directors established for
such purpose in a manner which is consistent with the Corporation's prior business practices; (b) issued pursuant to a merger, consolidation,
acquisition or similar business combination approved by a majority of the disinterested directors of the Board, and whether issued to
the seller or counterparty to the transaction, or to other persons in connection with the transaction; (c) issued pursuant to any equipment
loan or leasing arrangement, real property leasing arrangement or debt financing from a bank or similar financial institution; or (d)
issued pursuant to existing convertible debt and equity lines of credit in existence as of the Filing Date. |
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| | (vii) | “Filing
Date” means the date of filing of this Certificate of Designations with Secretary of State of the State of Nevada. |
| | | |
| | (viii) | “Person”
means a natural person, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization,
including a government or political subdivision or any agency or instrumentality thereof. |
(b)Additional
Provisions Applicable to Automatic Conversion.
| | (i) | Subject to
the provisions of Section 3(e), on the Conversion Date each share of Series B Stock then issued and outstanding shall automatically be
converted into Conversion Shares as set forth in this Section 3 (each, an “Automatic Conversion”). |
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| (ii) | Subject to the provisions of Section 3(e), each share of Series B Stock converted
in an Automatic Conversion shall be converted into a number of Conversion Shares equal to (1) the Stated Value, divided by (2) the then-applicable
Conversion Price. |
| (iii) | Any Conversion Shares shall be issued in book-entry format and shall not be certificated
unless otherwise requested by the applicable Series B Holder. If so requested, in lieu of delivering physical certificates representing
the Common Stock issuable upon conversion, provided the Corporation is participating in the Depository Trust Corporation (the “DTC”)
Fast Automated Securities Transfer program, upon request of the applicable Series B Holder and its compliance with the provisions set
forth herein, the Corporation shall use its commercially reasonable efforts to cause its transfer agent to electronically transmit the
Common Stock issuable upon conversion to the applicable Series B Holder by crediting the account of applicable Series B Holder's Prime
Broker with DTC through its Deposit and Withdrawal at Custodian system. |
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| (iv) | At least 10 days prior to the Conversion Date, all holders of record of shares
of Series B Stock in certificated form shall surrender his, her or its certificate or certificates for all such shares (or, if such holder
alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to
the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss,
theft or destruction of such certificate) to the Corporation to the main executive offices of the Corporation, provided that, for the
avoidance of doubt, any such surrender shall not be required in order to effect the Automatic Conversion as set forth herein. If so required
by the Corporation, any certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments
of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by his, her or its attorney duly authorized
in writing. All rights with respect to the Series B Stock converted pursuant to this Section 3, including the rights, if any, to receive
notices and vote (other than as a holder of Common Stock), will terminate as of the Conversion Date (notwithstanding the failure of the
holder or holders thereof to surrender any certificates at or prior to such time). |
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| (v) | If, at any time when the Series B Stock are outstanding and prior to
conversion of all of the Series B Stock, there shall be any merger, consolidation, exchange of shares, recapitalization,
reorganization, or other similar event, as a result of which shares of Common Stock of the Corporation shall be changed into the
same or a different number of shares of another class or classes of stock or securities of the Corporation or another entity, or in
case of any sale or conveyance of all or substantially all of the assets of the Corporation other than in connection with a plan of
complete liquidation of the Corporation, then each Series B Holder shall thereafter have the right to receive upon conversion of the
Series B Stock, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock
immediately theretofore issuable upon conversion, such stock, securities or assets which such
Series B Holder would have been entitled to receive in such transaction had the Series B Stock been converted to shares of Common Stock
in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case
appropriate provisions shall be made with respect to the rights and interests of the Series B Holders to the end that the provisions hereof
(including, without limitation, provisions for adjustment of the Conversion Price) shall thereafter be applicable, as nearly as may be
practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Corporation shall not affect
any transaction described in this Section 3(b)(v) unless the resulting successor or acquiring entity (if not the Corporation) assumes
by written instrument the rights, preferences afforded to the Series B Holders hereunder and obligations set forth herein. The above provisions
shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges. |
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| (vi) | No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the
Series B Stock. As to any fraction of a share of Common Stock which the Series B Holder would otherwise be entitled to purchase upon such
conversion, the Corporation shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to
such fraction multiplied by the fair market value of a share of Common Stock as determined in good faith by the Board, or round up to
the next whole share of Common Stock. |
| (vii) | The issuance of Conversion Shares on conversion of Series B Stock shall be made without charge to any
Series B Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion
Shares, provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in
the issuance and delivery of any such Conversion Shares upon conversion in a name other than that of the Series B Holders of such shares
of Series B Stock and the Corporation shall not be required to issue or deliver such Series B Conversion Shares unless or until the Person
or Persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the
satisfaction of the Corporation that such tax has been paid. |
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| (viii) | Any shares of Series B Stock which are converted pursuant to
this Section 3 shall no longer be issued and outstanding and shall be returned to the status of authorized and unissued shares of Series
B Stock. |
(c)Adjustments
of Conversion Price.
| | (i) | In the event
that, at any time following the Filing Date and on or prior to the Conversion Date, the Corporation subdivides or combines (by any stock
split, stock dividend, stock combination, recapitalization or other similar transaction) the outstanding shares of Common Stock into
a greater or a lesser number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately
adjusted. By way of example and not limitation, in the event of a two-for-one forward split of the Common Stock, whereby each share of
Common Stock is converted into two shares of Common Stock, the then-applicable Conversion Price shall be decreased by 50%, and, in the
event of a one-for-two reverse split of the Common Stock, whereby each two shares of Common Stock are converted into one shares of Common
Stock, the then-applicable Conversion Price shall be increased by 100%. Any adjustment pursuant to this Section 3(c)(i) shall become
effective immediately after the effective date of such subdivision or combination, and shall be completed each time at the occurrence
of an event as set forth in this Section 3(c)(i). |
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| (ii) | Subject to the provisions of Section 3(c)(iii) , in the event that, at any time following the Filing Date
and on or prior to the Conversion Date, and other than in an Exempt Issuance, the Corporation issues, sells or grants any option to purchase,
or sells or grants any right to reprice, or otherwise disposes of, or issues, any Common Stock or other securities convertible into, exercisable
for, or otherwise entitle any person or entity the right to acquire, shares of Common Stock, in each or any case at an effective price
per share that is lower than the then-applicable Conversion Price (such lower price, the “Dilutive Conversion Price” and such
issuances, collectively, a “Dilutive Issuance”) (it being agreed that if the holder of the Common Stock or other securities
so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange
prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to
receive shares of Common Stock at an effective price per share that is lower than the then-applicable Conversion Price, such issuance
shall be deemed to have occurred for less than the then-applicable Conversion Price on such date of the Dilutive Issuance), then the Conversion
Price shall be automatically reduced to a price equal the Dilutive Conversion Price. |
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| (iii) | In the event that any issuances, sales or grants of any option to purchase, or rights to reprice, or other
dispositions of any Common Stock or other securities convertible into, exercisable for, or otherwise entitle any person or entity the
right to acquire, shares of Common Stock is undertaken in a “unit” transaction, wherein the recipient thereof receives one or
more securities, being comprised of Common Stock, and/or other derivatives and/or other securities convertible into or exercisable for
shares of Common Stock, then the “price per share” for purposes of Section 3(c)(ii) shall be deemed to be the average price
per share of Common Stock paid or to be paid by such recipient in the initial acquisition and upon exercise or conversion of any derivatives
or securities convertible into or exercisable for shares of Common Stock, assuming exercise or conversion of all derivatives or securities
convertible into or exercisable for shares of Common Stock. By way of example and not limitation, in the event that the Corporation were
to sell a share of Common Stock for $0.30 which is combined with a warrant to purchase a share of Common Stock for $0.02, then the Dilutive
Conversion Price would be $0.16. |
(d)Major Exempt Issuance.
| | (i) | In the event
that, at any time following the Filing Date and on or prior to the Conversion Date, the Corporation undertakes a Dilutive Issuance which
is an Exempt Issuance, but which Dilutive Issuance results in the issuance or potential issuance (assuming exercise or conversion of
any securities which are exercisable for, or convertible into, shares of Common Stock) of a number of shares of Common Stock in excess
of 10% of the number of shares of Common Stock which are issued and outstanding immediately prior to such Dilutive Issuance, assuming
conversion of the Series B Stock as of such date (each, a “Major Exempt Issuance”), then the provisions of the remainder of
this Section 3(d) shall apply. For purposes of this Section 3(d), the issuance price or value of any shares of Common Stock, or the exercise
price or conversion price of any securities which are exercisable for, or convertible into, shares of Common Stock, shall be as reasonable
determined by the Corporation, on the one hand, and the Series B Holders holding a majority of the issued and outstanding shares of Series
B Stock, on the other hand. |
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| (ii) | If a Major Exempt Issuance has occurred, then, on the Conversion Date, if the Series
B Stock remains issued and outstanding at such time, the Corporation shall issue to each Series B Holder a warrant to acquire a number
of shares of Common Stock as required such that, if such warrant was exercised and the Series B Stock held by such Series B Holder were
converted to Common Stock, such Series B Holder would hold the same percentage of Common Stock, on a fully diluted and exercised basis,
following the Major Exempt Issuance, assuming full exercise or conversion of any securities which are exercisable for, or convertible
into, shares of Common Stock which were issued in the Major Exempt Issuance, as such Series B Holder would have held had the shares of
Series B Stock held by such Series B Holder been converted to shares of Common Stock on the Conversion Date prior to the Major Exempt
Issuance, rounded to the nearest whole share. |
| | | |
| (iii) | By way of example and not limitation, in the event that there were 90 shares of Common Stock issued and outstanding immediately prior
to a Major Exempt Issuance, and at such time a Series B Holder held 10 shares of Series B Stock which were convertible into 10 shares
of Common Stock (and therefore the Series B Holder's percentage ownership would have been 10%), and thereafter, 50 shares of Common Stock
were issued in a Major Exempt Issuance, the Series B Holder would be issued a warrant pursuant to Section 3(d)(ii) to acquire 6 shares
of Common Stock, such that the Series B Holder, on conversion of its Series B Stock and exercise of the warrant, would own 16 shares of
Common Stock out of 156 shares of Common Stock issued and outstanding (10.2%). |
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| (iv) | Any warrant issued pursuant to this Section 3(d) shall have an exercise price of $0.01 per share of Common Stock, shall have a 10-year
exercise period, shall have adjustments to the number of shares of Common Stock applicable to such warrant and to the exercise price of
such warrant as a result of any subdivision or combination (by any stock split, stock dividend, stock combination, recapitalization or
other similar transaction) the outstanding shares of Common Stock into a greater or a lesser number of shares following the issuance date
of such warrant, and shall otherwise be in form and substance as is customary for warrants issued in a publicly traded corporation. |
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| (v) | Any or all of the provisions of this Section 3(d), and application of this Section
3(d) to any one or more transactions undertaken by the Corporation, may be waived at any time by Series B Holders holding a majority
of the then-issued and outstanding shares of Series B Stock. |
(e)Principal
Market Regulation. The Corporation shall not issue any shares of Common Stock upon conversion of any Series B Stock or otherwise pursuant
to the terms of this Certificate of Designations if the issuance of such shares of Common Stock would exceed the aggregate number of shares
of Common Stock which the Corporation may issue upon conversion of the Series B Stock or otherwise pursuant to the terms of this Certificate
of Designations without breaching the Corporation's obligations under the rules or regulations of the NASDAQ Stock Market, the NASDAQ
Capital Market, the New York Stock Exchange, The NYSE American, or other any securities exchange which is the principal trading market
for the Common Stock at the applicable time (as applicable, the “Principal Market”) (the number of shares which may be issued
without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event
that the Corporation (A) obtains the approval of its shareholders as required by the applicable rules of the Principal Market for issuances
of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to Corporation that such approval
is not required. Until such approval or such written opinion is obtained, no Series B Holder shall be issued in the aggregate, upon conversion
of any Series B Stock or otherwise pursuant to the terms of this Certificate of Designations, shares of Common Stock in an amount greater
than the Exchange Cap, and the applicable unconverted shares of Series B Stock shall remain outstanding until such shares of Series B
Stock may be converted into Conversion Shares without violating such rules and regulations, and the Automatic Conversion, and the Conversion
Date with respect to such shares of Series B Stock shall be deemed modified as required to give effect to the provisions of this Section
3(e) . In the event that any Series B Holder shall sell or otherwise transfer any of such Series B Holder's Series B Stock, the transferee
shall be allocated a pro rata portion of such Series B Holder's Exchange Cap allocation with respect to such portion of such Series B
Stock so transferred, and the restrictions of this Section 3(e) shall apply to such transferee with respect to the portion of the Exchange
Cap so allocated to such transferee.
(a)In
the event that, at any time following the date of issuance of any shares of Series B Stock and the Conversion Date, the Corporation creates
and proposes to issue any new class of Preferred Stock of the Corporation which is either (i) senior in payment to the Series B Stock,
or (ii) is convertible into Common Stock at a conversion price less than the Conversion Price then in effect hereunder (such new class
of Preferred Stock being referred to as the “Senior Preferred Stock”), then the Corporation shall provide notice of such proposal
to the Series B Holders at least 10 days prior to the issuance of any such Senior Preferred Stock. Thereafter, if so elected by Series
B Holders holding a majority of the then-issued and outstanding shares of Series B Stock, all of the issued and outstanding shares of
Series B Stock shall be exchanged for shares of Senior Preferred Stock with each share of Series B Stock being exchanged for a number
of shares of Senior Preferred Stock equal to (i) $0.45 divided by (ii) the price at which the Corporation proposes to sell a share of
Senior Preferred Stock; and thereafter aggregated with respect to each Series B Holder and rounded to the rearrest whole share of Senior
Preferred Stock (the “Senior Preferred Exchange”), and with such Senior Preferred Exchange to occur on the date of the first
issuance of the Senior Preferred Stock (other than pursuant to such Senior Preferred Exchange). The Series B Holders shall not be required
to pay any cash consideration in any Senior Preferred Exchange.
(b)
By way of example and not limitation, in the event that the Corporation creates a Series X Preferred Stock which is determined
to be a Senior Preferred Stock, and proposes to issue and sell such Series X Preferred Stock at a purchase price of $0.90 per share, then,
if so elected by the Series B Holders as set forth in Section 4(a), each two shares of Series B Stock would be exchanged for one share
of Series X Preferred Stock.
(c)
Each Series B Holder, by acquisition of shares of Series B Stock, agrees to execute and deliver to the Corporation such exchange
agreements and other instruments as may reasonably be requested by the Corporation to effect the transactions as set forth in this Section
4.
| 5. |
Participation; Dividends and Distributions. |
(a)
The Series B Stock shall participate in any dividends, distributions or payments to the holders of the Common Stock on an as-converted-to-Common
Stock basis using a 1-for-1 conversion rate, but without such conversion being required.
(b)
In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, or any sale, lease, transfer,
exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary
of the Corporation, of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, Series B Stock shall
participate in any distributions or payments to the holders of the Common Stock on an as-converted-to-Common Stock basis using a 1-for-1
conversion rate, but without such conversion being required.
(c)
Other than as specifically set forth herein, the Series B Stock shall not be entitled to receive any specific dividends, distributions
or payments in its form as Series B Stock, and shall rank equal with the Common Stock with respect to any rights to dividends, distributions
or payments.
| 6. | Transfers. The shares of Series B Stock and any Conversion Shares
may not be sold or transferred unless: (i) such shares are sold pursuant to an effective registration
statement under the Securities Act of 1933, as amended (together with the rules and regulations thereunder,
the “Securities Act”) or (ii) the Corporation or its transfer agent shall have been furnished
with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions
of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be
sold or transferred pursuant to an exemption from such registration (such as Rule 144 or a successor
rule) (the “Rule 144”); or (iii) such shares are transferred to an “affiliate” (as defined
in Rule 144) of the applicable Series B Holder who agrees to sell or otherwise transfer the shares only
in accordance with this section and who is an accredited investor (as defined in Rule 501 under Regulation
D promulgated pursuant to the Securities Act) or (v) such shares are sold to a non-U.S. person pursuant
to Regulation S under the Securities Act. Any restrictive legend on certificates representing the shares
of Series B Stock or the shares of Common Stock issuable upon conversion of the Series B Stock shall
be removed and the Corporation shall issue to the applicable Series B Holder a new certificate therefore
free of any transfer legend if the Corporation or its transfer agent shall have received an opinion of
counsel from applicable Series B Holder's counsel, in form, substance and scope customary for opinions
of counsel in comparable transactions, to the effect that (i) a public sale or transfer of such shares
of Series B Stock or Common Stock may be made without registration under the Securities Act, which opinion
shall be accepted by the Corporation so that the sale or transfer is effected; or (ii) in the case of
the Common Stock issuable upon conversion of the Series B Stock such security is registered for sale
by the applicable Series B Holder under an effective registration statement filed under the Securities
Act; or otherwise may be sold pursuant to an exemption from registration. |
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| 7. | Vote. Other than as set forth in Section 8, each share of Series B Stock
shall, on any matter submitted to the holders of the Common Stock, or any class thereof, for a vote, and will vote together with the Common
Stock, or any class thereof, as applicable, as one class on such matter for as long as the share of Series B Stock is issued and outstanding
and each share of Series B Stock shall have a number of votes equal to the number of Conversion Shares into which each share of Series
B Stock would be converted if the “Conversion Date” was the record date of holders of Common Stock entitled to vote on such
matter. Fractional votes by the Series B Holders of Series B Stock shall not, however, be permitted and, to the extent permitted by the
laws of the State of Nevada, any fractional voting rights resulting from the above formula (after aggregating all shares into which shares
of Series B Stock held by each Series B Holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded
upward). |
| | |
| 8. | Amendment. The Corporation may not, and shall not, amend or repeal this
Certificate of Designations without the prior written consent of Series B Holders holding a majority of the Series B Stock then issued
and outstanding, in which vote each share of Series B Stock then issued and outstanding shall have one vote, voting separately as a single
class, in person or by proxy, either in writing without a meeting or at an annual or a special meeting of such Series B Holders, and any
such act or transaction entered into without such vote or consent shall be null and void ab initio, and of no force or effect. |
(a)
Legend. Any certificates representing the Series B Stock shall bear a restrictive legend in substantially the following
form (and a stop transfer order may be placed against transfer of such stock certificates):
THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED NOR QUALIFIED UNDER ANY STATE SECURITIES
LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED
AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
COMPANY, SUCH QUALIFICATION AND REGISTRATION IS NOT REQUIRED. ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS FURTHER
SUBJECT TO OTHER RESTRICTIONS, TERMS AND CONDITIONS WHICH ARE SET FORTH HEREIN.
(b)
Certificates. The shares of Series B Stock shall not be required to be certificated, and shall only be certificated if decided
by the Corporation in its sole discretion. If any certificate for the Series B Stock held by the Series B Holder thereof shall be mutilated,
lost, stolen or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated
certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the share of Series
B Stock so mutilated, lost, stolen or destroyed but only upon receipt of evidence of such loss, theft or destruction of such certificate,
and of the ownership hereof, and indemnity, if requested, all reasonably satisfactory to the Corporation.
(c)
No Registration Rights. The Series B Holders shall not have the right to require the Corporation to register any shares
of Series B Stock for sale pursuant to the securities laws of the United States.
(d)
Interpretation. If a Series B Holder shall commence an action or proceeding to enforce any provisions of this Certificate
of Designations, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney's fees
and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
(e)
Waiver. Any waiver by the Corporation or the Series B Holder of a breach of any provision of this Certificate of Designations
shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this
Certificate of Designations. The failure of the Corporation or the Series B Holder to insist upon strict adherence to any term of this
Certificate of Designations on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to
insist upon strict adherence to that term or any other term of this Certificate of Designations. Any waiver must be in writing.
(f)
Severability. If any provision of this Certificate of Designations is invalid, illegal or unenforceable, the balance of
this Certificate of Designations shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall
nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest
due hereunder violates applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to
equal the maximum permitted rate of interest.
IN WITNESS WHEREOF, Chilean
Cobalt Corp. has caused this Certificate of Amendment to Certificate of Designations to be signed by a duly authorized officer on this
29th day of December, 2024.
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Chilean Cobalt Corp. |
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|
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|
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By: /s/ Duncan T. Blount |
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Name: Duncan T. Blount |
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Title: Chief Executive Officer |
v3.24.4
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