v3.26.1
Stockholders’ Equity
 12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
Stockholders’ Equity

 

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 approved by the Board of Directors that authorized the issuance of 7,500,000 shares of Series A Convertible Preferred Stock, of which 5,151,125 were issued and then later converted to common stock on August 10, 2020. Once converted the provisions of the Certificate of Designations do not allow for the re-issuance of those shares.

 

On December 26, 2024, a Certificate of Designations was approved by the Board of Directors that authorized the issuance of 2,600,000 shares of Series B Convertible Preferred Stock. Then on December 29, 2024, an amended and restated Certificate of Designations was approved by the Board of Directors that authorized the issuance of 2,900,000 shares of Series B Convertible Preferred Stock (an increase of 300,000 shares), among other terms and conditions. The Certificate of Designations allows for anti-dilution protection and includes a provision that all Preferred shares were to convert to their common stock equivalent, at a ratio of one share of preferred equals one share of common stock, subject to adjustments for dividends, splits and/or anti-dilution, as of December 31, 2025. All 2,407,785 shares of Series B Convertible Preferred Stock converted to common stock on December 31, 2025.

 

There were no shares of Series A Convertible Preferred Stock and -0- and 724,420 shares of Series B Convertible Preferred Stock issued and outstanding as of December 31, 2025, and/or December 31, 2024, respectively.

 

2025 Issuances:

 

During the year ended December 31, 2025, the Company issued the following shares of preferred stock:

 

  · 1,683,365 shares of Series B Convertible Preferred Stock were issued to investors at $0.45 per share for total proceeds of $757,514.25. In addition, $73,431 of Subscriptions Receivable were received in cash for an overall total of $830,945.25 cash received in the twelve-month period.

 

2024 Issuances:

 

During the year ended December 31, 2024, the Company issued the following shares of preferred stock:

 

  · 724,420 shares of Series B Convertible Preferred Stock were issued to investors at $0.45 per share for total commitments of $325,989. Of the $325,989 in commitments, $252,558 was received in cash by December 31, 2024 and $73,431 was reflected as Subscriptions Receivable at December 31, 2024 and all amounts due were received in cash by shortly after year-end.

 

Common Stock

 

The Company’s certificate of incorporation authorizes the Company to issue 100,000,000 shares of $0.0001 par value common stock. As of December 31, 2025, and December 31, 2024, there were 56,409,930 and 43,502,145 shares of common stock issued and outstanding, respectively. Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders.

 

2025 Issuances:

 

During the year ended December 31, 2025, the Company issued the following shares of common stock:

 

  · 4.5 million shares were issued to Cobalt Chile SpA on September 12, 2025, on behalf of Baltum, for it to acquire 30 full-exploitation mining concessions at the fair value price on the date of issuance of $0.42 per share, which equates to total acquisition value of $1,890,000, as reflected in the supplemental disclosure of non-cash financing activities in the financial statements.

  

  · 6 million shares overall were issued to Madesal SpA (4 million shares) and Glencore Ltd (2 million shares) on December 2, 2025, at the fair value price on the date of issuance of $0.50 per share for total gross proceeds of $3,000,000, and after reducing for $247,500 of direct and incremental costs of the raise, there were net proceeds of $2,752,500.

  

  · 2,407,785 shares were converted at one share of common issued for every one share of Series B Convertible Preferred tendered on December 31, 2025, as indicated previously in the Preferred Stock section.

 

2024 Issuances:

 

During the year ended December 31, 2024, the Company issued the following shares of common stock:

 

  · 216,429 shares were issued to a vendor on March 19, 2024, for a year of services at the fair value price on the date of issuance of $0.26 per share, which equates to total annual compensation paid in the amount of $56,272. Since the stock had not traded as of the date of issuance, the $0.26 per share was used as it was the offering price for the most recently completed private placement capital raise by the Company on April 12, 2023. The stock-based compensation was amortized quarterly for the year of service. As of December 31, 2024, all $56,272 of the stock-based compensation is reflected in the financial statements as non-cash expense.

 

Stock Options and Restricted Stock Units

 

On April 26, 2022, the board adopted, and by shareholder consent achieved on April 29, 2022, the shareholders approved the Company’s 2022 Equity Incentive Plan (the “2022 Plan”), which allows awards for up to 5,850,000 options to purchase 5,850,000 shares of its Common Stock at prevailing fair value exercise prices at the time of each award. There were 5,611,254 options to purchase 5,611,254 shares of its Common Stock, net of forfeitures, awarded under the 2022 Plan as of December 31, 2025. The purposes of the 2022 Plan are (i) to attract and retain the best available personnel for positions of substantial responsibility, (ii) to provide additional incentives to Employees, Directors, and Consultants, and (iii) to promote the success of the Company’s business.

 

On May 24, 2022, the Company granted stock options to purchase an aggregate of 5,025,000 shares to officers/management, advisors, and directors at an exercise price of $0.20. The options vest quarterly starting on June 30, 2022, for 25% of the granted shares and then the remainder in equal installments over a one-and-one-half-year period and expire in 10 years from the date of the grant.

 

On June 1, 2022, the Company granted stock options to purchase an aggregate of 80,004 shares to an advisor at an exercise price of $0.20. The options vest quarterly in equal installments over a one-year period and expire in 10 years from the date of grant.

  

On July 15, 2022, the Company granted stock options to purchase an aggregate of 450,000 shares to an officer at an exercise price of $0.20. The options vest quarterly starting on September 30, 2022, for 25% of the granted shares and then the remainder in equal installments over a three-quarter year period and expire in 10 years from the date of grant.

 

On July 28, 2022, the Company granted stock options to purchase an aggregate of 150,000 shares to an officer/director at an exercise price of $0.20. The options vest quarterly starting on September 30, 2022, for 12.5 % of the granted shares and then the remainder in equal installments over a one-and-three-quarter-year period and expire in 10 years from the date of grant.

 

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 1,963,746 shares of its Common Stock at prevailing fair value exercise prices at the time of each award. There were 1,870,000 options to purchase 1,870,000 shares of its Common Stock awarded under the 2023 Plan as of December 31, 2025. The purposes of the 2023 Plan are (i) to attract and retain the best available personnel for positions of substantial responsibility, (ii) to provide additional incentives to Employees, Directors, and Consultants, and (iii) to promote the success of the Company’s business.

 

On July 1, 2023, the Company granted stock options to purchase an aggregate of 750,000 shares to officers/management and directors at an exercise price of $0.26. The options vest quarterly starting on October 1, 2023, in equal installments over a two-year period and expire in 10 years from the date of grant.

  

On July 7, 2023, the Company granted stock options to purchase an aggregate of 300,000 shares to directors at an exercise price of $0.26. The options vest quarterly starting on October 1, 2023, for 12.5% of the granted shares and then the remainder in equal installments over a one-and-one-half-year period and expire in 10 years from the date of grant.

 

On January 25, 2024, the Company granted stock options to purchase an aggregate of 75,000 shares to advisory board members at an exercise price of $0.26. The options vest quarterly starting on March 31, 2024, for 25% of the granted shares and then the remainder in equal installments at each quarter-end through the end of 2024 and expire in 10 years from the date of grant.

 

On February 13, 2024, the Company granted stock options to purchase an aggregate of 50,000 shares to an advisory board member at an exercise price of $0.26. The options vest quarterly starting on March 31, 2024, for 25% of the granted shares and then the remainder in equal installments at each quarter-end through the end of 2024 and expire in 10 years from the date of grant.

 

On January 17, 2025, the Company granted stock options to purchase an aggregate of 645,000 shares to officers/management, directors, contractors and advisory board members at an exercise price of $0.50. The 570,000 options awarded to officers/management, directors and contractors vest quarterly starting on March 31, 2025, for 12.5% of the granted shares and then the remainder in equal installments at each quarter-end through the end of 2026 and expire 10 years from the date of grant. The 75,000 options awarded to advisory board members vest quarterly starting on March 31, 2025, for 25% of the granted shares and then the remainder in equal installments at each quarter-end through the end of 2025 and expire in 10 years from the date of grant.

 

On July 29, 2025, the Company granted stock options to purchase an aggregate of 50,000 shares to a director at an exercise price of $0.37. The 50,000 options awarded to the director vested in full immediately upon award and expire in 10 years from the date of grant.

 

On July 24, 2025, the board approved, and by shareholder consent achieved on August 27, 2025, the shareholders adopted the Company’s 2025 Equity Incentive Plan (the “2025 Plan”), which allows awards for up to 5,000,000 shares of its common stock to be awarded in various equity incentive formats at prevailing fair value exercise prices at the time of each award. There were 500,000 Restricted Stock Units (RSUs) related to its Common Stock awarded under the 2025 Plan as of December 31, 2025. The purposes of the 2025 Plan are (i) to attract and retain the best available personnel for positions of substantial responsibility, (ii) to provide additional incentives to Employees, Directors, and Consultants, and (iii) to promote the success of the Company’s business.

 

On August 28, 2025, the Company granted 500,000 RSUs related to its Common Stock to a director. The RSUs all vest on July 27, 2027, assuming the Plan Administrator has not accelerated the vesting for any reason and the director is still actively delivering services under the Consulting and Advisory Agreement between director and Company.

 

Stock Options:

 

The fair value of the options granted was estimated on the date of grant using the Black-Scholes options pricing model, with the following weighted average assumptions:

        
Description 

As of

December 31, 2024

  

As of

December 31, 2025

 
Expected dividend yield   0.00%    0.00% 
Expected stock volatility (a)   67.20%    129.10% 
Risk-free interest rate   5.027%    3.625% 
Expected life of options (years)   3.00 - 5.00    3.00 - 5.00 
Expected forfeiture rate   0.00%    0.00% 
Grant date fair value range per option issued  $0.1251 - 0.1251   $0.3197 - 0.4020 

 

  (a) At the time of determination of expected stock volatility, the Company’s securities were trading over-the-counter as an OTCQB traded stock, but for less than two years and under limited trading volume such that calculated volatility based solely on the Company’s volatility isn’t necessarily indicative of the expected volatility over the expected life of the options and RSUs. Therefore, the expected stock volatility was estimated using three public companies in the same industry as the Company and calculating an equal-weighted and blended volatility of the Company’s volatility and the volatility of those three believed-to-be-representative companies over the same period.

 

During the years ended December 31, 2025, and December 31, 2024, the Company recorded stock-based compensation expenses of $188,398 and $101,728, respectively. As of December 31, 2025, the unamortized stock option expense was $98,416. The Company’s stock options had an intrinsic value of $16,524,884, based on the OTCQB published closing price for (OTCQB: COBA) of $2.46 per share as of December 31, 2025, which may not be indicative of the true market value of the stock options given the limited historical volumes traded and the volatility of the underlying shares as of that date. Stock-based compensation expense is measured at the date of grant, based on the fair value of the award, and is recognized over the vesting period of the option. The Company recognizes forfeitures in stock-based compensation expense as they occur.

 

A summary of the changes in stock options outstanding at December 31, 2025, are presented below:

        
  

Options Outstanding

Number of Shares

   Weighted Average Exercise Price 
Balance, December 31, 2023   6,661,254   $0.21 
Issued   125,000   $0.26 
Expired/Forfeited   –    n/a 
Exercised   –    n/a 
Balance, December 31, 2024   6,786,254   $0.21 
Issued   695,000   $0.49 
Expired/Forfeited   (56,250)   0.50 
Exercised   –    n/a 
Balance, December 31, 2025   7,425,004   $0.23 

 

The Company has the following options outstanding and exercisable at December 31, 2025 and December 31, 2024:

                                                     
        December 31, 2025   December 31, 2024  
Issue Date   Expiry Date   Exercise Price   Stock Options Outstanding   Stock Options Exercisable   Remaining Life   Exercise Price   Stock Options Outstanding   Stock Options Exercisable   Remaining Life  
May 24, 2022   May 24, 2032   $ 0.20     4,931,250     4,931,250     6.40   $ 0.20     4,931,250     4,931,250     7.40  
June 1, 2022   June 1, 2032   $ 0.20     80,004     80,004     6.42   $ 0.20     80,004     80,004     7.42  
July 15, 2022   July 15, 2032   $ 0.20     450,000     450,000     6.55   $ 0.20     450,000     450,000     7.54  
July 28, 2022   July 28, 2032   $ 0.20     150,000     150,000     6.58   $ 0.20     150,000     150,000     7.58  
July 1, 2023   July 1, 2033   $ 0.26     750,000     750,000     7.51   $ 0.26     750,000     496,875     8.50  
July 7, 2023   July 7, 2033   $ 0.26     300,000     300,000     7.52   $ 0.26     300,000     187,500     8.52  
January 25, 2024   January 25, 2034   $ 0.26     75,000     75,000     8.08   $ 0.26     75,000     75,000     9.07  
February 13, 2024   February 13, 2034   $ 0.26     50,000     50,000     8.13   $ 0.26     50,000     50,000     9.13  
January 17, 2025   January 17, 2035   $ 0.50     588,750     341,250     9.05   $ n/a      –     –     n/a  
July 29, 2025   July 29, 2035   $ 0.37     50,000     50,000     9.58     n/a      –     –     n/a  
Totals and Weighted Averages Outstanding       $ 0.23     7,425,004     7,177,504     6.83   $ 0.21     6,786,254     6,420,629     7.61  

 

The Company’s board typically grants annual equity awards during scheduled meetings, independent of MNPI releases. Awards are not timed to coincide with MNPI, and the Company did not intentionally align MNPI releases to influence compensation during the years ended December 31, 2025, and December 31, 2024. For the award on January 17, 2025, there were two covered periods that were triggered related to a Form 8-K filing on January 16, 2025 and another Form 8-K filing on January 22, 2025, the % change in closing price is presented separately and respectively in the table below for those two filings:

 

Name  Grant Date  Securities Underlying Options (Shares)  Exercise Price (per Share)  Grant Date Fair Value  % Change in Closing Price (1)
Duncan Blount (PEO)  January 17, 2025  200,000  $0.50  $80,398  0%
Duncan Blount (PEO)  January 17, 2025  200,000  $0.50  $80,398  0%
Jim Van Horn (CFO)  January 17, 2025  60,000  $0.50  $24,119  0%
Jim Van Horn (CFO)  January 17, 2025  60,000  $0.50  $24,119  0%
Jeremy McCann (COO)  January 17, 2025  25,000  $0.50  $10,050  0%
Jeremy McCann (COO)  January 17, 2025  25,000  $0.50  $10,050  0%

 

Restricted Stock Units (RSUs):

 

The fair value of the 500,000 RSUs granted was $217,500, based on the closing price of $0.435 per share on the grant date of August 28, 2025.

 

During the years ended December 31, 2025, and December 31, 2024, the Company recorded stock-based compensation expenses of $39,207 and $-0-, respectively. As of December 31, 2025, the unamortized RSU expense was $178,293. The Company’s RSUs had an intrinsic value of $1,230,000, based on the OTCQB published closing price of $2.46 per share as of December 31, 2025, which may not be indicative of the true market value of the stock options given the limited historical volumes traded and the volatility of the underlying shares as of that date. Stock-based compensation expense is measured at the date of grant, based on the fair value of the award, and is recognized over the vesting period of the option. The Company recognizes forfeitures in stock-based compensation expense as they occur.