Management Change/Compensation (Form 8-K)

Approval of Chilean Cobalt Corp. 2025 Equity Incentive Plan

The board of directors (the "Board") authorized, approved and adopted the Chilean Cobalt Corp. 2025 Equity Incentive Plan (the "Plan") on July 24, 2025, subject to approval by shareholders. On August 27, 2025, the shareholders of the Company authorized, approved and adopted the Plan, under which incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, cash-based awards and other stock-based awards may be granted to officers, directors, employees and consultants, as applicable. Under the Plan, 5.0 million shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), were reserved for issuance.

Pursuant to the terms of the Plan, the Administrator (which is the Board or a committee of the Board) has the authority to administer the Plan and determine among other things, the interpretation of any provisions of the Plan, the eligible employees who are granted restricted stock, options, the number of options that may be granted, vesting schedules, and option exercise prices. The Company's stock options have a contractual life not to exceed ten years. The Company issues new shares of common stock upon exercise of stock options.

The options may constitute either "incentive stock options" within the meaning of Section 422 of the Internal Revenue Code or "non-statutory stock options." The primary difference between incentive stock options and non-statutory stock options is that the former are not available to non-employees of the corporation. In addition, while neither is subject to tax at the time of grant, incentive stock options are not subject to tax at the time of exercise (but could be subject to alternative minimum tax), while upon exercise of the non-qualified options, the optionee will recognize ordinary income with respect to any vested shares purchased under the option; such income will be in an amount equal to the excess of the value of the vested shares on the exercise date over the exercise price paid for those shares.

The exercise price of an option granted under the Plan cannot be less than 100% of the fair market value per share of common stock on the date of the grant of the option. The exercise price of an incentive stock option granted to a person owning more than 10% of the total combined voting power of the common stock must be at least 110% of the fair market value per share of common stopck on the date of the grant. Options may not be granted under the Plan on or after the tenth anniversary of the adoption of the Plan.

When an option is exercised, the purchase price of the underlying stock will be paid in cash, except that the plan administrator may permit the exercise price to be paid in any combination of cash, shares of stock having a fair market value equal to the exercise price, or as otherwise determined by the plan administrator.

If an optionee ceases to provide services to the Company, other than upon the optionee's termination as the result of their death or disability, the optionee may exercise his or her option awarded pursuant to the Plan within such period of time as is specified in an Award Agreement to the extent that the option is vested on the date of termination (but in no event later than the expiration of the term of such option as set forth in an Award Agreement). In the absence of a specified time in an Award Agreement, if an optionee ceases to be an employee, director or consultant with us, other than by reason of death, disability or retirement, all vested options must be exercised within three months following such event. In the absence of a specified time in an Award Agreement, if an optionee ceases to be an employee or director of, or a consultant to us, by reason of death, disability, or retirement, all vested options may be exercised within one year following such event or such shorter period as is otherwise provided in the related agreement.

When a stock award expires or is terminated before it is exercised, the shares set aside for that award are returned to the pool of shares available for future awards.