v3.26.1
Commitments and Contingencies, Indemnification Agreements
6 Months Ended
Jun. 30, 2026
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies, Indemnification Agreements

 

9. Commitments and Contingencies, Indemnification Agreements

 

On January 6, 2026, CORFO (the Chilean Economic Development Agency) officially announced the selection of the project entitled “Sustainable Cobalt: A Semi-Industrial Validation of the Green Cobalt Biotechnological Process Integrated with an Extractive Metallurgical Strategy Focused on Tailings and Circular Mining” (the “CORFO Project”) for a $3,000,000 R&D Contribution (the “Grant”), which is to be funded by Albemarle Limitada under agreement with CORFO to support research and development programs vetted and approved by CORFO. The CORFO Project objective is to recover marketable volumes of cobalt product from tailings and mining waste. The Company is one participant in a consortium of industry sponsors for the CORFO Project and has committed to providing $200,000 overall support consisting of half monetary and half in-kind support over the expected three-year project timeline. The Company’s support equates to approximately 21% of the overall consortium-required support contribution of $950,000 toward the CORFO Project. The other key participants in the consortium are Universidad Andres Belo, through its Center for Systems Biotechnology, Pucobre (SSE: PUCOBRE), a Chilean copper mining company listed on the Santiago Stock Exchange, and ENAMI, Chile’s state-owned mining company.

 

The consortium arrangement is considered an executory contract under ASC Topic 440, Commitments (“ASC 440”), which only allows for a liability to be recorded when performance occurs. As there has been no tangible progress on the project as of June 30, 2026, there has been no performance and no liability applicable for this commitment under ASC 440. When project progress is applicable, the Company will record an appropriate liability and expense to research and development for the prorated progress toward project completion. As payments in cash or in-kind are made toward the obligation, they will be recorded as a credit to cash or expense with a corresponding debit to the progress liability. As of June 30, 2026, there have been no cash or in-kind payments toward the project. There has been no formal commitment payment schedule provided to the Company by the consortium, which is currently establishing the legal entity for the project, and then will be able to fulfill the other administrative project prerequisites with project inception expected near the end of 2026 or early 2027. Once technical work is commenced the Company expects the commitment to be consistent from year to year, and therefore projects approximately $33,000 and $33,000 for cash and in-kind contributions, respectively, in 2027; approximately $33,000 and $33,000 for cash and in-kind contributions, respectively, in 2028; and approximately $34,000 and $34,000 for cash and in-kind contributions in 2029.

 

Also, in the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners, and other parties with respect to certain matters. In addition, the Company has entered into indemnification agreements with members of its board of directors that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company does not believe that the outcome of any claims under indemnification arrangements will have a material effect on its consolidated financial position, results of operations, or cash flows, and it has not accrued any liabilities related to such obligations in its consolidated financial statements as of June 30, 2026 and December 31, 2025.

 

For contingent compensation liability, see the discussion under Footnote 4. Other asset under the NeoRe Project section.

 

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 consolidated financial position, results of operations, or cash flows. As of June 30, 2026, management was not aware of any material active, pending, or threatened litigation.