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As filed with the U.S. Securities and Exchange Commission on ~~July~~October 116, ~~2024~~2025

Registration No. 333-~~_______________~~

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

IDAHO COPPER CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	1021	98-0221494
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification Number)

Idaho Copper Corporation

800 W. Main Street, Suite 1460, Boise, ID 83702

Telephone: (208) 274-9220

(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

~~Steven~~Andrew ~~Rudofsky~~Brodkey | Chief Executive Officer

Idaho Copper Corporation

800 W. Main Street, Suite 1460, Boise, ID 83702

Telephone: (208) 274-9220

(Address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:

~~Mark E~~Joe Laxague, Esq. Cassi Olson, Esq. The Crone Law Group, P.C. 420 Lexington Avenue, Suite 2446, New York, NY 10170 Telephone: (646) 861-7891 Virgil Hlus, Esq. Andrew Stewart, Esq Cozen O’Connor LLP Bentall 5, 550 Burrard Street, Suite 2501 Vancouver, BC V6C 2B5, Canada Telephone: (604) 674-9170

Cassi Olson, Esq.

The Crone Law Group, P.C.

420 Lexington Avenue, Suite 2446, New York, NY 10170

Telephone: (646) 861-7891

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED ~~[●]~~OCTOBER 6, ~~2024~~2025

~~PRELIMINARY~~781,250 ~~PROSPECTUS~~Shares

~~IDAHO~~Common ~~COPPER CORPORATION~~Stock

~~94,126,642~~Idaho ~~Shares~~Copper ~~of Common Stock~~Corporation

This ~~prospectus~~ ~~relates~~is toa ~~the~~firm ~~potential~~commitment ~~offer~~public offering ~~and~~of ~~resale~~781,250 ~~from~~shares ~~time~~of tocommon ~~time,~~stock ~~by selling stockholders named herein~~ (~~each~~as aadjusted ~~“Selling Stockholder”~~for ~~and, collectively,~~ the ~~“Selling~~proposed ~~Stockholders”),~~1:20 orreverse ~~their~~stock ~~permitted transferees,~~split) ~~of 94,126,642~~ shares of common stock, par value $0.001 ~~per share (the “Common Stock”),~~ of Idaho Copper ~~Corporation~~ ~~(the “Company”)~~Corporation, ~~consisting~~a ofNevada corporation (i)the ~~up to 9,283,333 shares of~~ “Common Stock”) ~~issuable~~at ~~upon~~an ~~the~~assumed ~~conversion~~public ~~of 185.66~~offering ~~shares~~price ofper ~~Series~~share Aof ~~Convertible Non-Voting Preferred Stock,~~ $06.~~001~~40 ~~par value per share~~ (~~the~~as ~~“Series~~adjusted Afor ~~Preferred Stock”) sold in~~ the ~~Newbridge~~proposed ~~Private~~1:20 ~~Placement~~reverse ~~Offering~~stock ~~(as described below~~split) ~~(ii) up to 11~~,~~604,167~~ ~~shares~~based ofon ~~Common Stock issuable upon~~ the ~~exercise~~last ofreported ~~warrants~~sale ~~(the~~price ~~“Warrants”) sold in the Newbridge Private Placement Offering, (iii) 813,333 shares~~ of our common stock ~~issued~~on to the ~~placement~~OTCID ~~agent~~Basic ofMarket ~~the Newbridge Private Placement Offering~~on , ~~(iv)~~2025. ~~66,794,143~~The ~~shares of Common Stock~~final ~~issued~~public ~~pursuant~~offering toprice ~~the~~of ~~January 23, 2023 share exchange with~~ the ~~former shareholders of ICUMO described below, (v) 4,333,333~~ shares of Common Stock ~~sold~~ in ~~the~~this ~~December~~offering ~~15,~~will ~~2022~~be ~~(the~~determined ~~“Private~~through ~~Placement~~negotiation ~~Offering”), (vi)~~between ~~880,000~~us ~~shares of Common Stock issuable upon conversion of the principal~~ and ~~accrued interest~~the ofunderwriters ~~two convertible promissory notes~~ in the ~~aggregate~~offering ~~principal~~and ~~amount~~the ofrecent ~~$201,200~~market ~~in total, at a~~ price ofused ~~$0.23~~throughout ~~per~~this ~~share,~~prospectus ~~issued~~may ~~to certain~~not ~~Selling~~be ~~Stockholders~~indicative ~~on April 5, 2024 and (vii) 418,333 shares~~ of ~~Common~~the ~~Stock~~final ~~issued~~offering ~~in consideration of consulting fees to various consultants~~price.

Our Common Stock is quoted on the ~~Pink~~OTCID ~~tier~~Basic Market of OTC Markets Group Inc. under the symbol “COPR”. OnThere ~~July~~is 9,currently ~~2024,~~a limited public trading market for our Common Stock. We intend to apply to list our Common Stock on the ~~last~~NYSE American under the symbol ~~reported~~“COPR”. ~~sale~~At ~~price~~this oftime, NYSE American has not yet approved our application to list our Common Stock. ~~was~~The $0closing of this offering is conditioned upon NYSE American’s final approval of our listing application.~~192~~ However, there is no guarantee or assurance that such application will be approved, and if our application is not approved by NYSE American, this offering will not be completed. Prior to the closing of this offering, the Company intends to effect a reverse stock split of its common stock at a ratio of 1-for-20, which has been determined by the board of directors in order to meet the initial listing requirements of the NYSE American. The share and per share. ~~There~~information isin ~~currently~~this prospectus, including where specifically referred to as presented on a ~~limited~~“pre-split” ~~public~~basis, does ~~trading~~not ~~market~~reflect such consolidation or reverse stock split, except for the references to the number of shares of our ~~Common~~common stock offered ~~Stock~~in this offering and where referred to as “adjusted for proposed 1:20 stock split”.

~~We are~~Investing ~~registering~~in ~~the~~our ~~shares of Common Stock on behalf of the Selling Stockholders, to be offered and sold by them from time to time. We~~securities ~~will~~involves ~~not~~a ~~receive~~high ~~any~~degree ~~proceeds from the sale~~ of ~~the Common Stock by the Selling Stockholders in the offering described in this prospectus~~risk. ~~However,~~ toYou ~~the~~should ~~extent~~consider ~~that~~carefully the ~~Warrants~~section ~~held~~entitled ~~by the Selling Stockholders are exercised for cash, we will receive payment of the exercise price in connection with such exercise. See~~ “~~Use~~risk ~~of Proceeds~~factors” ~~beginning~~in ~~on page 14 of~~ this prospectus ~~and “Selling Stockholders”~~ beginning on page ~~15 of this prospectus~~5.

The registration of the shares of our Common Stock covered by this prospectus does not necessarily mean that any shares of our Common Stock will be sold by any of the Selling Stockholders, and we cannot predict when or in what amounts any of the Selling Stockholders may sell any of our shares of Common Stock offered by this prospectus.

The Selling Stockholders may sell any, all or none of the securities offered by this prospectus, and we do not know when or in what amount the Selling Stockholders may sell their shares of Common Stock hereunder following the effective date of this registration statement. We provide more information about how a Selling Stockholder may sell its shares of Common Stock in the section titled “Plan of Distribution” on page 22.

The Common Stock offered by this prospectus may be sold by the Selling Stockholders or their transferees, pledgees, donees or assigns or other successors-in-interest that receive any of the shares as a gift, distribution, or other non-sale related transfer at the fixed price of $0.24 per share until such time as our shares are quoted on the OTCQX, the OTCQB or listed on any other national securities exchange or automated interdealer quotation system.

The Selling Stockholders may be an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”), and any broker-dealers or agents that are involved in selling the Common Stock may be deemed to be underwriters within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the Common Stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

All costs incurred in the registration of the shares offered pursuant to this prospectus, including all registration, listing, and qualification fees, printing and legal fees, are being borne by the Company. The Selling Stockholders are responsible for all selling commissions, transfer taxes and other costs related to the offer and sale of their shares.

INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CONSIDER CAREFULLY THE SECTION ENTITLED “RISK FACTORS” IN THIS PROSPECTUS BEGINNING ON PAGE 6.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is [●], 2024

	Per Share	Total
Offering price	$	$
Underwriting discounts and commissions⁽¹⁾	$	$
Proceeds to the company before expenses	$	$

(1)	Underwriting discounts and commissions do not include a non-accountable expense allowance equal to 1.0% of the initial public offering price payable to the underwriters. We refer you to “Underwriting” beginning on page 60 for additional information regarding underwriters’ compensation.

We have granted a 45-day option to the underwriter to purchase up to an additional 117,187 shares of Common Stock to cover over-allotments, if any.

The underwriters expect to deliver the shares to purchasers on or about , 2025

ThinkEquity

The date of this prospectus is , 2025

IDAHO COPPER CORPORATION

TABLE OF CONTENTS

	Page
ABOUT THIS PROSPECTUS	1
PROSPECTUS SUMMARY	1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	1
THE OFFERING	3
PROSPECTUS SUMMARY	2
RISK FACTORS	5
THE OFFERING	5
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	21
RISK FACTORS	6
INDUSTRY AND OTHER DATA	21
USE OF PROCEEDS	1421
DETERMINATION OF OFFERING PRICE	14
DIVIDEND POLICY	22
MARKET PRICE OF AND DIVIDENDS ON THE COMPANY’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	14
CAPITALIZATION	22
SELLING STOCKHOLDERS	15
DILUTION	23
PLAN OF DISTRIBUTION	22
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	24
DESCRIPTION OF BUSINESS	30
MANAGEMENT	4147
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	4554
DESCRIPTION OF SECURITIES	47
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND CORPORATE GOVERNANCE	55
SHARES ELIGIBLE FOR FUTURE SALE	50
DESCRIPTION OF SECURITIES	56
LEGAL MATTERS	51
SHARES ELIGIBLE FOR FUTURE SALE	59
EXPERTS	51
UNDERWRITING	60
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	51
LEGAL MATTERS	65
WHERE YOU CAN FIND MORE INFORMATION	51
EXPERTS	65
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF VEMANTI GROUP, INC.	F-1
WHERE YOU CAN FIND MORE INFORMATION	66
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF IDAHO COPPER CORPORATION, INC.	F-1

Neither we nor the underwriter have authorized anyone to provide any information or to make any representations other than those contained in this prospectus. We take no responsibility for and can provide no assurance as to the reliability of any other information that others may give you. This prospectus is an offer to sell only the shares of Common Stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date, regardless of its time of delivery or any sale of our Common Stock. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: Neither we nor the underwriter have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of Common Stock and the distribution of this prospectus outside the United States.

This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”

~~ABOUT~~GLOSSARY ~~THIS~~OF ~~PROSPECTUS~~MINING TERMS

~~This~~The ~~prospectus~~following isare ~~part~~abbreviations ofand adefinitions ~~registration~~of ~~statement~~certain onterms ~~Form~~commonly ~~S-1~~used ~~that~~in ~~we filed with~~ the ~~U.S.~~mining ~~Securities~~industry and ~~Exchange Commission (the “Commission”). You should read~~ this prospectus and the information and documents incorporated herein by reference carefully. Such documents contain important information you should consider when making your investment decision. See “Where You Can Find Additional Information” in this prospectus.document:

~~Neither~~1300 weof ~~nor~~Commission ~~the~~Regulation ~~Selling Stockholders have authorized anyone to provide you with any information other than in this prospectus~~S-K. IfSubpart ~~anyone~~1300 ~~provides~~of ~~you~~Regulation ~~with~~S-K ~~additional,~~governs ~~different~~the ordisclosure ~~inconsistent~~requirements ~~information, you should not rely on it. We take no responsibility~~ for, ~~and~~registrants ~~can~~involved ~~provide no assurances as to the reliability of, any other information that others may give you. You should assume that the information~~ in ~~this prospectus is accurate only as of the date~~mining ~~hereof. Our business, financial condition, results of~~ operations ~~and prospects may have changed since that date~~.

~~Neither~~Cored weholes. ~~nor~~Drilled ~~the~~using ~~Selling~~specialized ~~Stockholders~~hollow ~~are~~bits ~~making an offer~~ to ~~sell~~extract ~~these~~core ~~securities~~samples inwhich ~~any~~provides ~~jurisdiction~~geologists ~~where~~and ~~the~~exploration ~~offer~~companies orwith ~~sale is not permitted.~~detailed, Norepresentative ~~action~~data ison ~~being~~subsurface ~~taken~~geology, aiding in ~~any~~decisions ~~jurisdiction outside the United States~~ to ~~permit~~start ~~a public offering of our securities~~ or ~~possession~~abandon ~~or distribution~~mining ~~of this prospectus in that jurisdiction~~operations. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to those jurisdictions.

~~CAUTIONARY~~Cu-Ag ~~NOTE~~zone. ~~REGARDING~~An ~~FORWARD~~area where both copper (Cu) and silver (Ag) are found together in economically significant concentrations, often within sediment-~~LOOKING~~hosted ~~STATEMENTS~~deposits, hydrothermal veins, or skarns.

~~This prospectus and the documents incorporated by reference in this prospectus contain forward~~Cu-~~looking statements regarding future events~~Mo ~~and~~zone. ~~our~~A ~~future~~geological ~~results~~area ~~that~~or ~~are~~deposit ~~subject~~containing tocommercially ~~the~~valuable ~~safe~~concentrations ~~harbor created under the Private Securities Litigation Reform Act~~ of ~~1995~~both ~~and~~copper ~~other safe~~(Cu) ~~harbors under Section 27A of the Securities Act,~~ and ~~Section 21E~~molybdenum ~~of the Securities Exchange Act of 1934, as amended~~ (~~the “Exchange Act”~~Mo). ~~Words such as “anticipate”~~minerals, ~~“estimate”,~~often ~~“expect”,~~associated ~~“project”,~~with ~~“plan”,~~porphyry ~~“intend”, “believe”, “may”, “might”, “will”, “should”, “can have”, “likely” and similar expressions are used to identify forward-looking statements~~deposits. ~~All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected.~~

WeCutoff ~~derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon detailed assumptions~~grade. ~~While we~~The ~~believe~~minimum ~~that~~grade ~~our~~(quality) ~~assumptions~~of ~~are~~ore ~~reasonable, we caution~~ that it is ~~very~~considered ~~difficult~~economically viable to ~~predict~~extract ~~the impact of known factors,~~ and itprocess ~~is impossible for us to anticipate all factors that could affect our actual results. Accordingly, our actual results could differ materially~~ from ~~those~~a ~~projected~~mineral in the forward-looking statements for many reasons, including the risk factors listed in “Risk Factors” beginning on page 6 of this prospectus and elsewhere in or in the documents incorporated by reference in this prospectusdeposit.

~~All forward~~Down-~~looking statements attributable to us are expressly qualified in their entirety by these cautionary statements as well as others~~hole ~~made~~histogram. inTools ~~this~~for ~~prospectus~~visualizing and ~~hereafter~~analyzing indata ~~our~~collected ~~other~~from ~~Commission~~drill ~~filings and public communications~~holes.

~~You~~Felsic ~~should~~intrusive ~~evaluate all forward-looking statements made by us in the context of all risks and uncertainties described with respect to our business~~phases. WeBodies ~~caution you that the risks and uncertainties identified by us may not be all~~ of ~~the~~igneous ~~factors~~rock that ~~are~~formed ~~important~~from toslowly ~~you. Furthermore~~cooling, ~~the~~ ~~forward~~silica-~~looking~~rich ~~statements~~magma ~~included~~beneath ~~in this report are made only as of~~ the ~~date~~Earth’s ~~hereof~~surface. ~~We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.~~

1HQ. Core diameter (around 63.5 mm).

In-situ grade. Refers to the concentration of valuable minerals within an ore body that is targeted for extraction using in-situ recovery (ISR) techniques, such as solution mining, before the ore is physically removed from the ground.

Lode mining claims. A mining claim where valuable minerals are found within a vein, lode, or ledge, typically embedded in hard rock.

Ma. A milliampere (symbol: ma) is a submultiple of the SI base unit of electrical current, the ampere. It is defined as one thousandth of an ampere.

Mineralization. The geological process where economically important metals or minerals are deposited in a host rock, forming an orebody that can be mined for profit.

Mo zone. Refers to an area with a high concentration of Molybdenum (Mo) ore.

MoS2. Known as molybdenite, it is a key mineral in mining, found in low-grade porphyry deposits of molybdenum and copper.

Net smelter return. The revenue a mining company receives from selling processed minerals, minus the costs of transportation, smelting, and refining.

NI 43-101. Canada’s mandatory National Instrument for disclosure of scientific and technical information about mineral projects, establishing standards to protect investors and ensure information is accurate, consistent, and understandable.

NQ. Core diameter (around 47.6 mm).

Ordinary kriging. A widely used geostatistical method for estimating ore grades and mineral reserves by using a weighted average of nearby samples to predict values at unsampled locations.

PEA. A high-level, early-stage study that provides a first look at a mineral project’s potential economic viability.

Pit constraint. Any limitation or condition that must be satisfied when designing an open-pit mine to ensure safe and profitable extraction of ore.

Placer operations. Methods for extracting valuable minerals like gold, tin, and diamonds from unconsolidated deposits such as riverbeds and beach sands, where natural forces have concentrated them.

Porphyry. A type of igneous rock characterized by large crystals (phenocrysts) embedded in a finer-grained groundmass.

Qualified Person. An individual with a relevant professional degree and a minimum of five years of specific, relevant industry experience who is qualified to prepare and be responsible for the technical reports and public disclosures related to a mineral project.

RCV calculation. Determines revenue and investment within specific industries.

Rotary holes. Created using rotary drill rigs and are crucial for placing explosives to break up large sections of rock, facilitating mining operations.

TRS. A detailed document that provides a summary of material scientific and technical information about a mineral property.

Unorganized mining district. A designated area for mining that is not formally structured, managed, or administered in the same way as other organized districts, often characterized by a less formal legal framework and more ad hoc operations, particularly within historical records or for the general region of United States federal land.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary provides an overview of selected information and does not contain all of the information you should consider before investing in our securities. You should read the entire prospectus carefully, especially the “Risk Factors,” and our financial statements and the accompanying notes to those statements, included elsewhere in this prospectus, before making an investment decision. Unless otherwise stated or the context otherwise requires, the terms “Idaho Copper,” the “Company,” “we,” “us” and “our” refer to Idaho Copper Corporation and its wholly owned subsidiary, International CuMo Mining Corporation.

Company Overview

Idaho Copper Corporation is a mineral exploration and development company, focused on exploring and developing a large copper-molybdenum-silver deposit in Idaho (United States), (the “CuMo” ~~project~~Project”). The CuMo ~~project~~Project currently consists of one hundred and twenty-six (126) federal unpatented lode mining claims, and six (6) patented mining claims. In total, the project comprises approximately 2,640 acres.

The unpatented lode mining claims and patented claims are situated in Boise County, Idaho, spanning Sections in Township 7N and 8N, Range 5E and 6E, Boise Meridian.

Idaho Copper seeks to capitalize on the looming copper supply deficit by advancing one of the potentially largest untapped copper projects in the United States. The economics of the project benefit from extensive high-value co-products including molybdenum and silver. A Preliminary Economic Assessment (PEA) was completed in May 2020 by SRK Consulting (Canada) Inc.

~~Company History (2020 – 2022)~~1

	●	Idaho Copper Corporation (formerly known as Joway Health Industries Group Inc.), incorporated in Nevada, was initially engaged in the manufacture, distribution, and sales of tourmaline-related healthcare products through operating entities in China. On December 31, 2020, the Company entered into a merger agreement (the “Merger Agreement”) with Dynamic Elite International Limited, a British Virgin Islands company (“Dynamic”), Crystal Globe Limited, a British Virgin Islands company (“Crystal Globe”), and Joway Merger Subsidiary Limited, a British Virgin Islands company (“Merger Sub”), pursuant to which Merger Sub merged with and into Dynamic, with Dynamic continuing as the surviving corporation and a wholly-owned subsidiary of Crystal Globe (the “Merger”). As a result of the consummation of the Merger, the Company no longer had any assets or business operations and became a shell company, as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
	●	Pursuant to a Stock Purchase Agreement dated as of January 31, 2022, by and among the Company, Crystal Globe Limited and JHP Holdings, Inc., a Nevada corporation (“JHP”), JHP acquired 16,644,820 shares of common stock, representing 83% of the issued and outstanding shares of the Company on a fully diluted basis, in consideration for the purchase price of $100,000. In connection with the acquisition of the 83% by JHP, Jinghe Zhang, the sole officer and director of the Company, resigned and Ramon Lata was appointed as the sole officer and director of the Company.

~~Company~~The CuMo deposit is situated within the Idaho ~~History~~batholith ~~(2023~~and –is ~~Present~~part of a regional scale belt of porphyry and related deposits identified as the Idaho-Montana Porphyry Belt. Igneous complexes in this belt are interpreted to be related to an Eocene, intra-arc rift, and are characterized by alkalic rocks in the northeast, mixed alkalic and calc-alkalic rocks in the middle, and calc-alkaline rocks in the southwest. The CuMo deposit is located at the southwestern end of this belt and is associated with a calc-alkalic monzogranite, reported as 45-52Ma age that intrudes Cretaceous equigranular intrusive rocks of the Atlanta Lobe of the Idaho Batholith. The CuMo area is underlain by biotite granodiorite, the most common rock type of the Atlanta lobe of the Idaho batholith. All of the felsic intrusive phases contain molybdenite (MoS2) mineralization.

●Ore OnSorting ~~January 23, 2023, the Company entered into~~ and ~~consummated~~Updated ~~the~~Preliminary transactions contemplated by a share exchange agreement (the “Share Exchange Agreement”) by and among the Company, International CuMo Mining Corporation, an Idaho corporation (“ICUMO”), and all of the shareholders of ICUMO (collectively, the “ICUMO Shareholders”). Pursuant to the terms of the Share Exchange Agreement, the ICUMO Shareholders transferred all the issued and outstanding shares of common stock of ICUMO to the Company in exchange for 182,240,000 newly issued shares Common Stock. As a result of this share exchange, ICUMO became a wholly owned subsidiary of the Company.Economic Assessment

2Idaho Copper presently is investigating the potential to utilize additional ore sorting technologies to optimize the separation of waste and low grade ore from higher grade mill feed post-mining and increase the head grade of ore being fed to a concentrator. The thin-veined, stockwork nature of the CuMo deposit lends itself well to ore sorting, since mineralized veins at CuMo largely carry the metals of interest and are much different from waste in appearance. A visual scanning exercise of all of the core recovered from previous drilling activities described herein revealed that up to 84% of the waste and lower grade ore mined can be theoretically separated from higher grade material through application of ore sorting, versus the 28% separation factor that SRK Consulting (Canada) Inc. (“SRK”) conservatively used in its 2020 Preliminary Economic Assessment (“PEA”). There are over 90 active mines in the world today which utilize some form of ore sorting.

	●	On February 7, 2023, the board of directors and the holder of 121,343,700 shares of Common Stock, representing approximately 59.98% of the Company’s voting equity, approved by written consent, in accordance with the applicable provisions of Nevada law, the execution and filing of a Certificate of Amendment to the Articles of Incorporation of the Company with the Nevada Secretary of State, to effect the change of the Company’s name from “Joway Health Industries Group Inc.” to “Idaho Copper Corporation”. On March 9, 2023, the Company filed the Amendment with the Nevada Secretary of State, with immediate effect.
	●	On March 9, 2023, the Company filed an amendment to its Articles of Incorporation with the Nevada Secretary of State, effecting the change of the Company’s name from “Joway Health Industries Group Inc.” to “Idaho Copper Corporation”.

Competitive Position in the Industry

~~Private~~The mineral exploration, development, and production ~~Placement~~industry ~~Offerings~~are largely un-integrated. The Company competes with other exploration companies looking to acquire and obtain financing for the exploration and development of mineral resource properties. While the Company competes with other exploration companies to locate and acquire mineral resource properties, it may also compete with them for the removal or sales of mineral products from its properties if it should eventually discover their presence in quantities sufficient to make production economically feasible. Readily available markets for the sale of mineral products only sometimes exist for all mineral commodities; however, the principal CuMo Project commodities of copper, silver and molybdenum are traded on international exchanges and therefore, at a minimum a terminal market exists for which these commodities can be delivered and sold.

●Recent From August 14, 2023 through December 11, 2023, we entered into subscription purchase agreements (“Subscription Agreements”) with purchasers for 23 units (the “Units”), at a purchase price of $12,000 per Unit for an aggregate purchase price of $276,000 (the “Private Placement Offering”). Each Unit comprised of one (1) share of Series A Convertible Non-Voting Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”), and (ii) 62,500 common stock purchase warrants (the “Warrants”). The Warrants entitle the holders to shares of Common Stock for three (3) years, at an exercise price of $0.24 per share. See “Series Convertible Non-Voting Preferred Stock” on page 49. ● On January 11, 2024, the Company filed the Certificate of Designation with the Nevada Secretary of State. Pursuant to the Certificate of Designation, the board of directors of the Company (the “Board”) established, fixed, and designated 200 of the authorized but unissued shares of the Company’s Preferred Stock as Series A Convertible Non-Voting Preferred Stock, with rights, preferences and limitations as described in the Certificate of Designation. ● From February 28, 2024, through March 28, 2024, the Company conducted a private placement offering pursuant to which it entered into Subscription Agreements with accredited investors for an aggregate of 162.66 Units (the Newbridge Private Placement Offering”). Newbridge Securities Corporation acted as the sole placement agent (the “Placement Agent”) on a best-efforts basis pursuant to a Placement Agency Agreement dated September 7, 2023, as amended on December 27, 2023. Pursuant to this agreement, the Placement Agent received cash commissions of $195,200, representing 10.0% of the gross purchase price of the Units sold. Certain members of Placement Agent participated as investors in the Newbridge Private Placement Offering. ● Pursuant to the Subscription Agreements, the Company agreed to file a registration statement with the Securities and Exchange Commission (the “Commission”) to register the re-sale of the shares of Common Stock issuable upon the conversion of the Preferred Stock and upon the exercise of the Warrants within 90 business days after the final closing date, which was March 28, 2024. If the Company fails to file a registration statement by such date, the Company shall pay the investors 2.5% of their respective purchase price for each 30 days that the registration statement is not filed, with a maximum of 10%.Developments

~~Agreements~~On September 12, 2025, International Energy & toMineral ~~Commence~~Resources ~~Ore~~Investment ~~Sorting~~Company ~~Program~~Limited (“IEMR”), a shareholder of the Company, filed a lawsuit in the Fourth Judicial District of Idaho seeking a declaratory judgment that the Lock-Up Agreement dated December 21, 2022, and ~~Update~~its First Amendment dated March 30, 2024 (collectively, the “Lock-Up Agreement”) have terminated according to their terms and that IEMR may freely trade its ~~PEA~~shares.

	●	On March 28th, 2024, the Company announced that it had signed agreements with three mining consulting and engineering firms to commence comprehensive core scanning and ore sorting programs designed to result in an updated preliminary economic assessment (“PEA”).
	●	These firms include MineSense Technologies, Ltd. in Vancouver, BC Canada for bucket-level ore sorting testing, Veracio, Inc. from Salt Lake City, Utah for core scanning, and SGS Bateman, Inc. of Tucson, Arizona to complete metallurgical testing and to be the lead author on the PEA report update.

The Company maintains that IEMR remains subject to the restrictions of the Lock-Up Agreement and filed its response to the lawsuit on September 30, 2025.

3Corporate Information

Our principal executive offices are located at 800 W. Main St., Suite 1460, Boise, ID 83702. Our telephone number is 208-274-9220. Our website address is www.idaho-copper.com. Information contained in, or that can be accessed through, our website is not incorporated by reference into this prospectus, and you should not consider information on our website to be part of this prospectus.

Summary of Risk Factors

Risks Associated with our Mining Business

	●	It is uncertain whether the Company’s mineral properties contain any proven or probable reserve, nor can the Company provide such assurance, but its business is highly dependent on the existence of the mineral property.

	●	Due to the speculative characteristics of the mine exploration business, there is substantial risk that the Company will not find sufficient commercially exploitable minerals and fail in its business.

	●	Even if the Company does eventually discover a mineral reserve on one or more of its properties, there can be no assurance that it will be able to develop such properties into producing mines and extract those resources. Both mineral exploration and development involve a high degree of risk and few properties which are explored are ultimately developed into producing mines.

	●	The Company cannot provide any assurance about financing for additional exploration. If its exploration costs are higher than anticipated, the Company may only be able to complete the exploration program with additional financing.

	●	If the Company cannot raise sufficient capital after it establishes the existence of a mineral resource on any of its properties in a commercially exploitable quantity, it will not be able to exploit the resource, thus the business could fail.

	●	Mineral exploration and development are subject to extraordinary operating risks. The Company does not currently insure against these risks. In the event of a cave-in or similar occurrence, its liability may exceed its resources, which would have an adverse impact on the business.

	●	Mineral prices are subject to dramatic and unpredictable fluctuations.

	●	The unpredictable inclement weather may restrict mineral exploration and cause delay or impact on the Company’s mining progress.

Risks Associated with our Capital Structure

● If our business plan is not successful, the Company may not be able to continue operations as a going concern and shareholders may lose their entire investment in the Company. ● We could face significant penalties for our failure to comply with the terms of our outstanding convertible notes. ● You may experience dilution of your ownership interests because of the future issuance of additional shares of Common Stock or other securities that are convertible into or exercisable for Common Stock or preferred stock. ● The Company does not have a class of securities registered under Section 12 of the Exchange Act. Until it does, or the Company becomes subject to Section 15(d) of the Exchange Act, it will be a “voluntary filer.” ● ~~Share~~Shares of Common Stock are subject to the “penny stock” rules of the SEC, and the trading market in the Company’s securities is limited, which makes transactions in its stock cumbersome and may reduce the value of an investment in its stock. ● Because the Company does not intend to pay any cash dividends on shares of Common Stock, its stockholders will not be able to receive a return on their shares unless they sell them. ● The Company’s principal stockholders and management own a significant percentage of Common Stock and will be able to exercise significant influence over matters subject to stockholder approval.

Risks Related to Regulatory and Permitting Requirements in the Industry the Company Operates

● Mineral operations are subject to applicable law and government regulation. Even if the Company discovers a mineral resource in a commercially exploitable quantity, applicable laws and regulations could restrict or prohibit the exploitation of that mineral resource. ● Exploration development and exploitation activities are subject to comprehensive regulation and permitting, which may cause substantial delays or require capital outlays in excess of what is currently anticipated, causing a material adverse effect on the business. In addition, legal challenges from non-governmental organizations (NGO’s) can affect permitting timelines and prevent or extend timing of Company activities for exploration and exploitation. ● The Company depends on its senior management team, and the loss of one or more key employees or an inability to attract and retain highly skilled employees could adversely affect the business.

~~Corporate~~Risks ~~Information~~Related to this Offering

~~Our principal~~● ~~executive~~The ~~offices~~price ~~are~~of ~~located~~our atcommon ~~800~~stock W.may ~~Main~~be Stvolatile., ~~Ste~~● ~~1460,~~If ~~Boise,~~our IDlisting ~~83702.~~application ~~Our~~for ~~telephone~~our ~~number~~Common Stock is ~~208-274-9220.~~not ~~Our~~approved ~~website address~~by isNYSE ~~www~~American, we will not be able to consummate the offering and will terminate the offering.~~idaho-copper.com.~~ ~~Information~~● ~~contained~~The ~~in,~~market orprice ~~that~~of ~~can~~our Common Stock may be ~~accessed~~highly ~~through~~volatile, ~~our~~and ~~website~~you iscould ~~not~~lose ~~incorporated~~all byor ~~reference into~~part ~~this~~of ~~prospectus~~your investment. ● If you purchase our Common Stock in the offering, you will suffer immediate and ~~you~~substantial ~~should~~dilution ~~not~~of ~~consider~~your ~~information~~investment. on● ~~our~~We ~~website~~have tobroad bediscretion ~~part~~in the use of ~~this~~our ~~prospectus~~net proceeds from the Common Stock sold in the offering and may not use them effectively.

4Implications of Being a Smaller Reporting Company

We qualify as a “smaller reporting company,” as such term is defined in Rule 12b-2 under the Exchange Act, and to the extent we continue to qualify as a “smaller reporting company certain of the exemptions available to us may continue to be available to us as a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2022 (the “Sarbanes-Oxley Act”); (2) scaled executive compensation disclosures; and (3) the ability to provide only two years of audited financial statements, instead of three years.

THE OFFERING

Common Stock to be offered by the Selling Stockholders:		94,126,642 shares of Common Stock consisting of (i) (i) up to 9,283,333 shares of Common Stock issuable upon the conversion of 185.66 shares of Series A Convertible Non-Voting Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”) sold in the Newbridge Private Placement Offering (as defined below) (ii) up to 11,604,167 shares of Common Stock issuable upon the exercise of warrants (the “Warrants”) sold in the Newbridge Private Placement Offering, (iii) 813,000 shares of common stock issued to the placement agent of the Newbridge Private Placement Offering, (iv) 66,794,143 shares of Common Stock issued pursuant to the January 23, 2023 Share Exchange, (v) 4,333,333 shares of Common Stock sold in the December 15, 2022 (the “Private Placement Offering”), (vi) 880,000 shares of Common Stock issuable upon conversion of the principal and accrued interest of two convertible promissory notes in the aggregate principal amount of $201,200 in total, at a price of $0.23 per share, issued to certain Selling Stockholders on April 5, 2024 and (vii) 418,333 shares of Common Stock issued in consideration of consulting fees to various consultants.
Common Stock offered by us:		781,250 shares of common stock (as adjusted for the proposed 1:20 reverse stock split)
Outstanding Common Stock before the Offering		250,282,762 Shares of Common Stock
Public offering price:		It is currently estimated that the initial public offering price will be $6.40 (as adjusted for the proposed 1:20 reverse stock split) per share.
Trading Market:		Our Common Stock is traded on the Pink tier of the OTC Markets Group Inc. under the symbol “COPR.”
Outstanding Common Stock before the Offering		266,927,178 (13,346,359 as adjusted for the proposed 1:20 stock split) shares.
		Our Series A Preferred Stock and Warrants are not currently listed or quoted on any exchange or marketplace, and we do not intend to apply for listing or quotation of those securities on any exchange or marketplace in the immediate future.
Outstanding Common Stock after the Offering		282,552,178 (14,127,609, as adjusted for the proposed 1:20 stock split) shares.
Use of proceeds		We will not receive any proceeds from the sale of the Common Stock. However, to the extent that the Warrants held by the Selling Stockholders are exercised for cash, we will receive the payment of the exercise price in connection with such exercise.
Over-allotment option Lock-up Agreements		We have granted the underwriter an option for a period of 45 days from the date of this prospectus to purchase an additional 2,343,750 (117,187 adjusted for the proposed 1:20 stock split) shares of Common Stock at the public offering price (less underwriting discounts and commissions) to cover over-allotments, if any. We have agreed with the underwriter not to offer for sale, issue, sell, contract to sell, pledge, or otherwise dispose of any of our Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, or to file or cause to be filed any registration statement with the Securities and Exchange Commission (the “Commission”) relating to any such securities, for a period of 90 days after the date of this prospectus, without the prior written consent of the underwriter. These restrictions apply for a period of six (6) months following the date of the underwriting agreement for directors and officers, and three (3) months for any holders of 5% or more of our outstanding common shares. See “Underwriting” section on page 60.
Risk Factors		See the discussion under the caption “Risk Factors” and other information in this Prospectus for a discussion of factors you should carefully consider before deciding to invest in our Common Stock.
Trading Market		Our Common Stock is traded on the OTCID Basic Market of the OTC Markets Group Inc. under the symbol “COPR.”
		Our Series A Preferred Stock and warrants are not currently listed or quoted on any exchange or marketplace, and we do not intend to apply for listing or quotation of those securities on any exchange or marketplace in the immediate future. We will apply to have our Common Stock listed on NYSE American under the symbol “COPR.” No assurance can be given that our application will be approved. Prior to the closing of this offering, the Company intends to effect a reverse stock split of its common stock at a ratio of 1:20, as determined by the board of directors, in order to meet the initial listing requirements of the NYSE American.
Use of proceeds		We intend to use the net proceeds from this offering for general corporate purposes, including working capital, operating expenses, and capital expenditures to complete the updated Preliminary Economic Assessment (PEA) report. See “Use of Proceeds.”

5The number of shares of Common Stock outstanding is based on 265,860,511 (13,293,026 as adjusted for a proposed 1:20 reverse stock split) shares of Common Stock issued and outstanding as of July 31, 2025 and excludes an aggregate of 68,690,900 (3,434,545 as adjusted for a proposed 1:20 reverse stock split) shares of Common Stock issuable upon the exercise of stock options and warrants:

	●	24,120,000 (1,206,000 as adjusted for the proposed 1:20 reverse stock split) shares of Common Stock issuable upon the exercise of stock options at a weighted average price of $0.125 ($2.50 as adjusted for the proposed 1:20 reverse stock split).
	●	54,616,245 (9,356,933 as adjusted for the proposed 1:20 reverse stock split) shares of Common Stock issuable upon the exercise of warrants at a weighted average price of $0.1713 ($3,43 as adjusted for the proposed 1:20 reverse stock split) and
	●	Up to 491,675 (24,583 as adjusted for the proposed 1:20 reverse stock split) shares of Common Stock issuable upon the conversion of outstanding shares of Series A Preferred Stock

Except as otherwise indicated, all information in this prospectus assumes:

	●	no exercise of the over-allotment option; and
	●	no exercise of the representative’s warrants.

Summary Consolidated Financial Information

The following tables summarize certain financial data regarding our business and should be read in conjunction with our financial statements and related notes contained elsewhere in this prospectus and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

We have derived the summary financial information for (i) the years ended January 31, 2025, and 2024 from our audited consolidated financial statements and related notes, and (ii) the six months ended July 31, 2025, and 2024 from our unaudited financial statements, each included at the end of this prospectus.

Statement of Operations	Six Months Ended July 31,						Year Ended January 31,
	2025			2024			2025			2024
Revenue		-			-			-			-
Total operating expenses	$	1,264,607	)	$	1,918,422		$	4,721,523		$	3,004,684
Operating loss	$	(1,264,607	)	$	(1,918,422	)	$	(4,721,523	)	$	(3,004,684	)
Total other income (expense)	$	(196,245	)	$	(161,825	)	$	(415,809	)	$	(707,363	)
Net loss	$	(1,460,852	)	$	(2,080,247	)	$	(5,137,332	)	$	(3,712,047	)

Balance Sheet	July 31, 2025			July 31, 2025 Pro Forma As Adjusted
Cash	$	100,678		$	4,700,678
Total assets		315,918			4,915,918
Total liabilities		5,484,872			5,484,872
Total stockholders’ (deficit)		(5,168,954	)		(568,954	)

RISK FACTORS

Investing in our Common Stock involves a high degree of risk. Before investing in our Common Stock, you should carefully consider the risks described below, as well as the other information in this prospectus, including our consolidated financial statements and the related notes. In addition, we may face additional risks and uncertainties not currently known to us, or which as of the date of this registration statement we might not consider significant, which may adversely affect our business. If any of the following risks occur, our business, financial condition and results of operations could be materially adversely affected. In such case, the trading price of our Common Stock could decline due to any of these risks or uncertainties, and you may lose part or all of your investment.

Risks Related to ~~Capital~~Our ~~Structure~~Business

Our ~~Common~~ability ~~Stock~~to iscontinue ~~currently quoted on~~ the ~~Pink~~exploration, ~~tier of OTC Markets Group Inc.~~permitting, ~~an over-the-counter quotation system~~development, ~~under~~and ~~the~~construction ~~symbol “COPR.” The trading price~~ of the ~~Company’s securities could be subject to wide fluctuations~~project, inand ~~response~~ to ~~quarterly~~continue ~~variations~~as ina ~~its operating~~going ~~results~~concern, ~~announcements by the Company or others, developments affecting it, and other events or factors. In addition, the stock~~will ~~market~~depend ~~has experienced extreme price and volume fluctuations~~ in ~~recent~~part ~~years. These fluctuations have had a substantial effect~~ on ~~the market~~our ~~prices~~ability ~~for many companies, often unrelated~~ to ~~the~~obtain ~~operating~~suitable ~~performance of such companies, and may adversely affect the market prices of the securities Such risks could have an adverse effect on the stock’s future liquidity~~financing.

IfWe ~~our~~have ~~business~~limited ~~plan~~financial isresources. ~~not~~We ~~successful,~~will ~~the~~need ~~Company~~external ~~may~~financing ~~not~~to bedevelop ~~able~~and construct the project and to ~~continue~~complete ~~operations~~the aspermitting process. aAlthough ~~going~~the ~~concern~~Company’s current capital resources and ~~shareholders~~liquidity ~~may~~has ~~lose their~~included ~~entire~~approximately ~~investment~~$4 million in funding since 2023, we project that we will need approximately $20 million for fiscal year 2026. We expect to seek additional financing through joint ventures, capital markets, private financing sources, and the ~~Company~~exercise of outstanding warrants and options.

~~As of January 31, 2024, we had current assets of $51,770 and liabilities of $6,212,379, and our working capital deficit was $1,868,607.~~ We do not currently have sufficient ~~resources~~funds toor ~~effectuate~~committed ~~our business.~~financing Wenecessary ~~expect~~ to ~~incur~~undertake expenses without revenues during the next twelve months of operations. We estimate that these expenses will be comprised primarily of general expenses including overhead, legal and accounting fees. To maintain our plan of growth, we need to raise a ~~minimum~~Preliminary ofFeasibility anStudy ~~additional $750~~(PFS),~~000.~~ ~~These factors raise substantial doubt about the Company’s ability to continue as~~ a ~~going~~Bankable ~~concern.~~Feasibility ~~Although~~Study ~~the~~(BFS) ~~Company~~or ~~has~~commence ~~been~~construction ~~successful~~of ~~in raising funds in~~ the ~~past~~Project, ~~there~~and ~~can~~we ~~be no assurance the Company will be able to raise sufficient funds in the future, in which case the Company~~ may be unable to ~~meet~~raise ~~its obligations as they come due in~~ the ~~normal course~~necessary ~~of business~~funds. The Company has not determined whether any of its properties contain mineral reserves that are economically recoverable. It is not possible to predict whether financing efforts will be successful or if the Company will attain a profitable level of operations. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts on the statement of financial position.

IfThe ~~the~~United ~~Company~~States ~~fails~~Forest toService ~~raise~~(USFS) ~~sufficient~~published ~~capital,~~a itFinal ~~will~~Decision ~~have~~Notice to(DN) ~~explore other financing activities to provide it with the liquidity~~ and ~~capital~~ ~~resources~~Finding toof ~~meet~~no ~~its~~Significant ~~working~~Impact ~~capital~~(FONSI) ~~requirements and to make capital investments~~ in ~~connection~~the ~~with ongoing operations. The~~first ~~Company~~quarter ~~cannot~~of ~~give~~2025, ~~assurance~~approving ~~that it will be able to secure~~ the ~~necessary capital when needed. The~~ Company’s ~~independent~~Drilling ~~auditor included~~Plan anof ~~explanatory~~Operations ~~paragraph~~(PoO). onThe ~~the~~PoO, ~~financial~~along ~~statements~~with ~~emphasizing~~satisfying tobonding ~~the~~and ~~readers~~other ~~of the audit report that there is substantial~~conditions, ~~doubt~~would ~~about~~allow the Company’s ~~ability~~ to ~~continue~~carry asout adrilling ~~going~~and ~~concern.~~additional ~~The~~exploration ~~Company’s~~activities ~~ability~~at toits ~~continue~~Property, asin aconjunction ~~going~~with ~~concern~~a isPreliminary ~~dependent~~Feasibility ~~upon~~Study ~~it being able to generate cash flow sufficient to fund operations and reducing operating expenses~~(PFS). The ~~Company’s business~~estimated ~~plans~~budget ~~may~~for ~~not be successful in addressing cash flow issues. If~~ the ~~Company~~PFS ~~cannot~~is ~~continue~~$40 ~~as a going concern, its shareholders may lose their entire investment in it~~million.

Following the PFS, the Company will prepare a Bankable Feasibility Study (BFS) incorporating permitting (including a federal Environmental Impact Statement (EIS)), Project Design Engineering, baseline environmental work, and other studies, reports and documents necessary to reach an investment decision. Following a positive investment decision, the Company would seek funding to build the Project. According to the TRS, as of December 31, 2020, the total initial capital cost estimate for the Project was approximately $1,263 million. Although we have not updated our capital cost estimates, based on significant inflation and increased financing costs since 2020, we expect the actual cost estimates to be higher than the 2020 estimate. These cost estimates may change materially due to inflation, competition or other unforeseen challenges at the Project site.

We do not currently have sufficient funds or committed financing to fund the PFS, the BFS, or commence construction of the Project. Our ability to obtain sufficient funds or committed financing may be impacted by various factors, including, but not limited to, our ability to raise additional funds at acceptable rates or at all; unfavorable interest rates; the incurrence of additional debt, which may be subject to certain restrictive covenants; restrictions on our use of government funding; dilution resulting from additional equity financing; our ability to control certain property as a result of our entry into joint ventures or other similar arrangements; and the loss of certain economic benefits of our property as a result of our entry into royalty agreements.

Our failure to obtain sufficient financing could result in the delay or indefinite postponement of exploration, permitting, development, construction, or production at the Project. The cost and terms of such financing may significantly reduce the expected benefits from development of the Project and/or render such development uneconomic. There can be no assurance that additional capital or other types of financing will be available when needed or that, if available, the terms of such financing will be favorable. Our failure to obtain financing could have a material adverse effect on our growth strategy and results of operations and financial condition.

The Company does not have a full staff of technical people and relies upon outside consultants to provide critical services.

The Company has a relatively small staff and depends upon its ability to hire consultants with the appropriate background and expertise. The Company’s inability to hire the appropriate consultants at the appropriate time could adversely impact the Company’s ability to advance its exploration and permitting activities. For example, the Company will need to hire additional staff and consultants in order to commence construction of the project.

We have no history of commercially producing metals from our mineral properties and there can be no assurance that we will successfully establish mining operations or profitably produce metals.

The project is not in production or currently under construction, and we have no ongoing mining operations or revenue from mining operations. Mineral exploration and development has a high degree of risk and few properties that are explored are ultimately developed into producing mines. The future development of the project will require obtaining federal and state permits and financing and the construction and operation of mines, processing plants and related infrastructure. As a result, we are subject to all of the risks associated with establishing new mining operations and business enterprises, including, among others:

	●	The need to obtain necessary environmental and other governmental approvals and permits, and the timing and conditions of those approvals and permits;
	●	The potential that future exploration and development of mineral claims on or near the project site may be impacted by litigation and/or consent decrees entered into by previous owners of mineral rights;
	●	The availability and cost of funds to finance construction and development activities;
	●	The timing and cost, which can be considerable, of the construction of mining and processing facilities as well as other related infrastructure;
	●	Potential opposition from non-governmental organizations, environmental groups or local groups which may delay or prevent development activities;
	●	Potential increases in construction and operating costs due to changes in the cost of labor, fuel, power, materials and supplies, services, and foreign exchange rates;
	●	The availability and cost of skilled labor and mining equipment; and
	●	The availability and cost of appropriate smelting and/or refining arrangements.

The costs, timing and complexities of mine construction and development are increased by the remote location of the project, with additional challenges related thereto, including access, water and power supply, and other support infrastructure. Cost estimates may increase significantly as more detailed engineering work and studies are completed. New mining operations commonly experience unexpected costs, problems and delays during development, construction, and mine start-up. In addition, delays in the commencement of mineral production often occur. Accordingly, there are no assurances that our activities will result in profitable mining operations, that we will successfully establish mining operations, or that we will profitably produce metals at the Project.

In addition, there is no assurance that our mineral exploration activities will result in any discoveries of new ore bodies. If further mineralization is discovered there is also no assurance that the mineralized material would be economical for commercial production. Discovery of mineral deposits is dependent upon a number of factors and significantly influenced by the technical skill of the exploration personnel involved. The commercial viability of a mineral deposit is also dependent upon a number of factors which are beyond our control, including the attributes of the deposit, commodity prices, government policies and regulation, and environmental protection requirements.

Mineral resource exploration and, if warranted, development, is a speculative business, characterized by a number of significant risks, including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits, which, though present, are insufficient in volume and/or grade to return a profit from production. There is no certainty that the expenditures that have been made and may be made in the future by the Company related to the exploration of its properties will result in discoveries of mineralized material in commercially viable quantities.

Most exploration projects do not result in the discovery of commercially viable mineral deposits and no assurance can be given that any particular level of recovery or mineral reserves will in fact be realized or that any identified mineral deposit will ever qualify as a commercially viable deposit which can be legally and economically exploited.

The Company’s mineral resource and mineral reserve estimates may not be indicative of the actual copper that can be mined.

Assay results from core drilling or reverse circulation drilling can be subject to errors at the laboratory analyzing the drill samples. In addition, reverse circulation or core drilling may lead to samples which may not be representative of the copper or other metals in the entire deposit. Mineral resource and mineral reserve estimates are based on interpretation of available facts and extrapolation or interpolation of data and may not be representative of the actual deposit. In the context of mineral exploration and future development, there is inherent variability between duplicate samples taken adjacent to each other and between sampling points that cannot be reasonably eliminated. There may also be unknown geologic details that have not been identified or correctly appreciated at the current level of delineation in these types of investigations. This results in uncertainties that cannot be reasonably eliminated from the estimation process. Some of the resulting variances can have a positive effect and others can have a negative effect on mining and processing operations. The calculations of amounts of mineralized material within mineral resources and mineral reserves are estimates only. Actual recoveries of copper and other potential by-products from mineral resources and mineral reserves may be lower than those indicated by test work. Any material change in the quantity of mineralization, grade, tonnage or stripping ratio, or the price of copper and other potential by-products, may affect the economic viability of a mineral property. In addition, there can be no assurance that the recoveries of copper and other potential by-products in small-scale laboratory tests will be duplicated in larger scale pilot plant tests under on-site conditions or during production. Notwithstanding the results of any metallurgical testing or pilot plant tests for metallurgy and other factors, there remains the possibility that the ore may not react in commercial production in the same manner as it did in testing.

Mining and metallurgy are an inexact science and, accordingly, there always remains an element of risk that a mine may not prove to be commercially viable. Until a deposit is actually mined and processed, the quantity of mineral reserves, mineral resources and grades must be considered as estimates only. In addition, the determination and valuation of mineral reserves and mineral resources is based on, among other things, assumed metal prices. Market fluctuations and metal prices may render mineral resources and mineral reserves uneconomic. Any material change in quantity of mineral reserves, mineral resources, grade, tonnage, percent extraction of those mineral reserves recoverable by underground mining techniques or stripping ratio for those mineral reserves recoverable by open pit mining techniques may affect the economic viability of a mining project, including the project and any future operations in which the Company has a direct or indirect interest. Any or all of these factors may lead to mineral resource and/or mineral reserve estimates being overstated, the mineable copper that can be received from the project being less than the mineral resource and mineral reserve estimates, and the project not being a viable project.

If the Company’s mineral resource and mineral reserve estimates for the project are not indicative of actual grades of copper and other potential by-products, the Company will have to continue to explore for a viable deposit or cease operations.

The Company faces numerous uncertainties in estimating economically recoverable mineral reserves and mineral resources, and inaccuracies in estimates could result in lower than expected revenues, higher than expected costs and decreased profitability.

Information concerning our mining properties in Item 2, Properties has been prepared in accordance with the requirements of S-K 1300. A mineral is economically recoverable when the price at which it can be sold exceeds the costs and expenses of mining, processing and selling the mineral. Mineral reserve and mineral resource estimates of the copper and other minerals in our mining properties are based on many factors, including engineering, economic and geological data assembled and analyzed by internal staff and third parties, which includes various engineers and geologists, the area and volume covered by mining rights, assumptions regarding extraction rates and duration of mining operations, and the quality of in-place mineral reserves and mineral resources. The mineral reserve and mineral resource estimates as to both quantity and quality are updated from time to time to reflect, among other matters, new data received. According to the TRS, as of December 31, 2020, the total initial capital cost estimate for the project was approximately $1,263 million. The Company has not updated its capital cost estimates as of January 31, 2025, however, based on significant inflation and increased financing costs since 2020, the Company expects the actual cost estimates to be higher than the 2020 estimate. These cost estimates may change materially due to inflation, competition or other unforeseen challenges at the Project site.

There are numerous uncertainties inherent in estimating quantities and qualities of minerals and costs to mine recoverable mineral reserves and mineral resources, including many factors beyond the Company’s control. Estimates of mineral reserves and mineral resources necessarily depend upon a number of variable factors and assumptions, any one of which may, if incorrect, result in an estimate that varies considerably from actual results. These factors and assumptions include, among others:

	●	Geologic and mining conditions, including the Company’s ability to access certain mineral deposits as a result of the nature of the geologic formations of the deposits or other factors, which may not be fully identified by available exploration data;
	●	Demand for the Company’s minerals;
	●	Contractual arrangements, operating costs and capital expenditures;
	●	Development and reclamation costs;
	●	Mining technology and processing improvements;
	●	The effects of regulation by governmental agencies and adverse judicial decisions;
	●	The ability to obtain, maintain and renew all required permits;
	●	Employee health and safety; and
	●	The Company’s ability to convert all or any part of mineral resources to economically extractable mineral reserves.

As a result, actual tonnage recovered from identified mining properties and estimated revenues, expenditures and cash flows with respect to mineral reserves and mineral resources may vary materially from estimates. Thus, these estimates may not accurately reflect the Company’s actual minable or recoverable mineral reserves and mineral resources. Any material inaccuracy in estimates related to the Company’s mineral reserves or mineral resources could result in lower than expected revenues, higher than expected costs or decreased profitability and changes in future cash flow, which could materially and adversely affect the Company’s business, results of operations, financial position and cash flows. Additionally, reserve and resource estimates may be adversely affected in the future by interpretations of, or changes to, the SEC’s property disclosure requirements for mining companies.

The Company has a history of net losses and expects losses to continue for the foreseeable future.

We have a history of net losses, and we expect to incur net losses for the foreseeable future. The project has not advanced to the commercial production stage, and we have no history of earnings or cash flow from operations. We expect to continue to incur net losses unless and until such time the project commences commercial production and generates sufficient revenues to fund continuing operations. The development of our mineral properties to achieve production will require the commitment of substantial financial resources. The amount and timing of expenditures will depend on a number of factors, including the progress of ongoing exploration and development, the results of consultants’ analyses and recommendations, the rate at which operating losses are incurred, the process of obtaining required government permits and approvals, responding to opposition to the project, including potential litigation, the availability and cost of financing, the participation of our partners, and the execution of any sale or joint venture agreements with strategic partners. These factors, and others, are beyond our control. There is no assurance that we will be profitable in the future.

We have a limited property portfolio.

At present, our only material mineral property is the interest that we hold through our subsidiary in the project. Unless we acquire or develop additional mineral properties, we will be solely dependent upon this property. If no additional mineral properties are acquired by us, any adverse development affecting our operations and further development at the project may have a material adverse effect on our financial condition and results of operations.

We are subject to National Environmental Policy Act of 1970 (NEPA) review and may be unable to obtain or retain necessary permits, which could adversely affect our operations.

Our mining and exploration development activities are subject to extensive permitting requirements which can be costly to comply with and involve extended timelines. Specifically, we are subject to NEPA review. Formal review under NEPA is extensive and involves multiple actions, including public scoping, coordination with cooperating agencies, the release of environmental assessments and impact statements followed by public comment and objections, potential administrative objections, and the issuance of a final record of decision. Delays in the NEPA process, such as we are unable to timely obtain a record of decision from the United States Forest Service or fail to obtain requisite ancillary permits, may adversely impact our operations. Additionally, to the extent that we are granted necessary permits, we may be subject to a number of Project requirements or conditions including the installation or undertaking of programs to safeguard protected species and their habitat, sites, or otherwise limit the impacts of our operations. Previously obtained permits may be suspended or revoked for a variety of reasons. While we strive to comply with and conclude the NEPA review process, and obtain and comply with all necessary permits and approvals, any failure to do so may have negative impacts upon our business or financial condition, such as increased delays, curtailment of our operations, increased costs, implementation of mitigation or remediation requirements, the potential for litigation or regulatory action, and damage to our reputation.

We are subject to extensive environmental laws and regulations, where compliance failure may impact our operations.

Our mining, exploration, and development operations are subject to extensive environmental, health, and safety laws and regulations in the jurisdictions in which we operate and include those relating to the discharge and remediation of materials in the environment, waste and materials management, and natural resource protection and preservation. Numerous governmental authorities, such as the U.S. Environmental Protection Agency, and analogous state agencies, have the authority to enforce compliance with these laws and regulations and the permits issued thereunder, oftentimes requiring difficult and costly response actions. Certain environmental laws, such as CERCLA, impose strict, joint and several liability for costs required to remediate and restore sites where hazardous substances have been stored or released, including sites subject to legacy contamination. We may be required to remediate contaminated properties currently owned and operated by us regardless of whether such contamination resulted from our actions or from the conduct of others. Additionally, claims for damages to persons or property, including damages to natural resources, may result from the environmental, health, and safety impacts of our operations.

We may incur substantial costs to maintain compliance with environmental, health, and safety laws and regulations and such costs could increase if existing laws and regulations are revised or reinterpreted or if new laws or regulations become applicable to our operations. Failure to comply with these environmental, health, and safety laws and regulations may result in the imposition of restrictions on our operations, administrative civil or criminal liabilities, injunctions, third-party property damage or personal injury claims, investigatory cleanup or other remedial obligations, or other adverse effects on our business, financial condition, or operations. Current and future legislative, regulatory, and judicial action could result in changes to operating permits, material changes in operations, and increased capital and operating expenditures, among others.

Our operations are also subject to extensive laws and regulations governing worker health and safety and require us to ensure our employees receive adequate training and guidance to follow applicable environmental, health, and safety policies, procedures, and programs. Failure to comply with applicable legal requirements may cause us to incur significant legal liability, penalties, or fines, result in reputational damage, and negatively impact our employee retention. Our mines will be inspected on a regular basis by government regulators who may issue orders and citations if they believe a violation of applicable mining health and safety laws has occurred. In such cases, we may be subject to fines, penalties, or sanctions, and our operations temporarily shut down. Additionally, future changes in applicable laws and regulations, including more rigorous enforcement, could have an adverse impact on operations and result in increased material expenditures to achieve compliance.

Our operations, including permitting, may be subject to legal challenges which could result in adverse impacts to our business and financial condition.

Our mining, exploration, and development operations, and the permits required for such activities, may be subject to legal challenges at the international, federal, state, and local level by various parties. Such legal challenges may allege non-compliance with laws and regulations or the improper grant of permits by regulatory authorities. On June 25, 2025, several non-governmental organizations filed a lawsuit challenging the USFS decision to grant the Company an exploration operating permit at its CuMo Project (as defined herein). Even if we prevail, the litigation may be time-consuming and expensive, diverting management’s attention from core business operations and potentially causing delays in expansion plans or regulatory approvals. There can be no assurance regarding the outcome of this litigation or its potential impact on our business, financial condition, and results of operations.

Legal challenges may result in adverse impacts to permitting our planned operations such as increased defense costs, the performance of additional mitigation and remedial activities, or significant delays to our project. We may also be subject to more localized opposition, including efforts by environmental groups, which could attract negative publicity or have an adverse impact on our reputation.

Additionally, our project is located in a district with significant impacts from legacy mining operations prior to our acquisition of and tenure at the sites.

Our operations are subject to climate change risks.

Climate change may result in various and presently unknown physical risks, such as the increased frequency or intensity of extreme weather events or changes in meteorological and hydrological patterns that could adversely impact our business. Such physical risks may result in damage to our facilities causing our operations to temporarily slow down or come to a stop. Moreover, the physical risks associated with climate change could have financial implications for our business, such as increased capital or operating costs, and additional expenditures to maintain or increase the resiliency of our facilities and implement contingency measures. Moreover, our planned operations may be subject to challenge on the basis that they contribute adversely to climate change.

Mineral prices are subject to dramatic and unpredictable fluctuations.

The Company expects to derive revenues from the sale of its mineral resource properties or from the extraction and sale of molybdenum, silver, copper, and rhenium, and associated minerals. The price of those commodities has fluctuated widely in recent years. It is affected by numerous factors beyond the Company’s control, including international, economic, and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities, and increased production due to new extraction developments and improved extraction and production methods. The effect of these factors on the price of copper and other metals, and therefore the economic viability of any of the Company’s exploration properties and projects, cannot accurately be predicted.

The Company’s title to its mineral properties and its validity may be disputed in the future by others claiming title to all or part of such properties.

The validity of mining rights may, in certain cases, be uncertain and subject to being contested. The Company’s mining rights, claims and other land titles, particularly title to undeveloped properties, may be defective and open to being challenged by governmental authorities and local communities.

The Company’s properties consist of various mining concessions in the United States. Under U.S. law, the concessions may be subject to prior unregistered agreements or transfers, which may affect the validity of the Company’s ownership of such concessions. A claim by a third party asserting prior unregistered agreements or transfer on any of the Company’s mineral properties, especially where commercially viable mineral reserves have been located, could adversely result in the Company losing commercially viable mineral reserves. Even if a claim is unsuccessful, it may potentially affect the Company’s current activities due to the high costs of defending against such claims and its impact on senior management’s time. If the Company loses a commercially viable mineral reserve, such a loss could lower the Company’s revenues or cause it to cease operations if this mineral reserve represented all or a significant portion of the Company’s operations at the time of the loss.

Certain of the Company’s properties may be subject to the rights or the asserted rights of various community stakeholders. The presence of community stakeholders may also impact on the Company’s ability to explore, develop or, in potentially the future, operate its mining properties. In certain circumstances, consultation with such stakeholders may be required and the outcome may affect the Company’s ability to explore, develop or operate its mining properties.

Certain of the Company’s mineral rights consist of unpatented mining claims. Unpatented mining claims present unique title risks due to the rules for validity and the opportunities for third-party challenge. These claims are also subject to legal uncertainty.

Risk of Termination or Non-Completion of Mining Claims Agreements Due to Force Majeure.

Fifty-four (54) of the 126 unpatented mining claims contained within the Company’s land package are owned by a third party who has granted the Company the option to acquire these claims pursuant to a Mining Claims Agreement dated July 6, 2017, (the “MCA”), which was modified by the First Amendment to the MCA dated August 19, 2025 (the “Amendment”). The MCA is currently suspended due to the occurrence of a Force Majeure event. Under the terms of the MCA, the Force Majeure provisions allow for the temporary suspension of obligations when events beyond the control of the parties—such as natural disasters, political instability, or other unforeseen circumstances including actions or inaction, or lawsuits which delay or prevent receipt of governmental permits or the right to conduct operations thereunder —occur. While the MCA remains in place during the suspension period, there is no assurance that the Force Majeure event will be resolved in a timely manner or at all. If the underlying circumstances persist indefinitely or are not satisfactorily resolved, the purchase and sale of the mining claims may never materialize. This could materially and adversely affect our ability to acquire or develop the underlying mining assets, impact our strategic growth plans, and limit future revenue opportunities.

The Company faces substantial competition within the mining industry from other mineral companies with much greater financial and technical resources and the Company may not be able to effectively compete.

The mineral resource industry is intensively competitive in all of its phases, and the Company competes with many companies possessing much greater financial and technical research resources. Competition is particularly intense with respect to the acquisition of desirable undeveloped copper and gold properties. The principal competitive factors in the acquisition of such undeveloped properties include the staff and data necessary to identify, investigate and purchase such properties, and the financial resources necessary to acquire and develop such properties. Competition could adversely affect the Company’s ability to advance the project or to acquire suitable prospects for exploration in the future on terms it considers acceptable. Increased competition could adversely affect the Company’s ability to attract necessary capital funding or acquire an interest in additional properties.

The Company depends on key personnel for critical management decisions and industry contacts but does not maintain key person insurance.

The Company is dependent on a relatively small number of key personnel, the loss of any of whom could have an adverse effect on the operations of the Company. The Company’s success is dependent to a great degree on its ability to attract and retain highly qualified management personnel. The loss of any such key personnel, through incapacity or otherwise, would require the Company to seek and retain other qualified personnel and could compromise the pace and success of its exploration and permitting activities. The Company does not maintain key person insurance in the event of a loss of any such key personnel.

Certain Company directors and officers also serve as officers and/or directors of other mining companies, which may give rise to conflicts.

Certain Company directors and officers are also directors, officers or shareholders of other companies that are similarly engaged in the business of acquiring, developing and exploiting natural resource properties. Such associations may give rise to conflicts of interest from time to time. Directors and officers of the Company with conflicts of interest are subject to and are required to follow the procedures set out in applicable corporate and securities legislation, regulations, rules and the Company’s policies.

The Company’s business involves risks for which the Company may not be adequately insured, if it is insured at all.

During exploration and development of, and production from, mineral properties, certain risks, and in particular, unexpected or unusual geological operating conditions including landslides, ground failures, fires, flooding and earthquakes may occur. It is not always possible to fully insure against such risks. The Company does not currently have insurance against all such risks and may decide not to take out insurance against all such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the securities of the Company.

Additionally, the Company is not insured against most environmental risks. Insurance against all environmental risks (including potential liability for pollution or other hazards as a result of the disposal of waste products by third parties occurring as part of historic exploration and production) has not been generally available to companies within the industry. The Company periodically evaluates the cost and coverage of the insurance that is available against certain environmental risks to determine if it would be appropriate to obtain such insurance. Without such insurance, or with limited amounts of such insurance, and should the Company become subject to environmental liabilities, the payment of such liabilities would reduce or eliminate its available funds or could exceed the funds the Company has to pay such liabilities and could result in bankruptcy. Should the Company be unable to fully fund the remedial cost of an environmental problem, it might be required to enter into costly interim compliance measures pending completion of the required remedy.

A shortage of supplies and equipment, or the inability to obtain such supplies and equipment when needed and at expected prices, could adversely affect the Company’s ability to operate its business.

The Company is dependent on various supplies and equipment to carry out its activities. The shortage of such supplies, equipment and parts, or the inability to obtain such supplies and equipment when needed, whether as a result of inflated costs, supply chain disruptions or other reasons, could have a material adverse effect on the Company’s ability to carry out its activities and therefore have a material adverse effect on the cost of doing business.

Risks Related to Our Industry

Resource exploration and development is a high risk, speculative business.

Resource exploration and development is a speculative business, characterized by a high number of failures. Substantial expenditures are required to discover new deposits and to develop the infrastructure, mining and processing facilities at any site chosen for mining. Resource exploration and development also involves a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to adequately mitigate. Few properties that are explored are ultimately developed into producing mines, and there is no assurance that commercial quantities of ore will be discovered on any of the Company’s exploration properties. There is also no assurance that, even if commercial quantities of ore are discovered, a mineral property will be brought into commercial production, or if brought into production, that it will be profitable. The discovery of mineral deposits is dependent upon a number of factors, including the technical skill of the exploration personnel involved. The commercial viability of a mineral deposit is also dependent upon, among a number of other factors, it’s size, grade, proximity to infrastructure, current metal prices, and government regulations, including regulations relating to required permits, royalties, allowable production, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but any one of these factors, or the combination of any of these factors, may prevent the Company from receiving an adequate return on invested capital. In addition, depending on the type of mining operation involved, several years can elapse from the initial phase of drilling until commercial operations are commenced. Some ore reserves may become unprofitable to develop if there are unfavorable long-term market price fluctuations in gold or other metals, or if there are significant increases in operating or capital costs. Most of the above factors are beyond the Company’s control, and it is difficult to ensure that the exploration or development programs proposed by the Company will result in a profitable commercial mining operation.

Mineral exploration and development is subject to numerous industry operating hazards and risks, many of which are beyond the Company’s control and any one of which may have an adverse effect on its financial condition and operations.

The project, and any future operations in which the Company has a direct or indirect interest, will be subject to all the hazards and risks normally incidental to resource companies and mining in general. Environmental hazards, unusual or unexpected geological operating conditions, such as rock bursts, structural cave-ins and landslides, fires, earthquakes and flooding, power outages, labor disruptions, industrial accidents such as explosions, unexpected mining dilution, metallurgical and other processing issues, metal losses and periodic interruptions due to inclement or hazardous weather conditions, and the inability to obtain suitable or adequate machinery, equipment or labor, are some of the industry operating risks involved in the conduct of exploration programs and the operation of mines. If any of these events were to occur, they could cause injury or loss of life, environmental damage, operational delays, monetary losses and/or severe damage to or destruction of mineral properties, production facilities or other properties. As a result, the Company could be the subject of a regulatory investigation, potentially leading to penalties and suspension of operations. In addition, the Company may have to make expensive repairs and could be subject to legal liability as an outcome of regulatory enforcement. The occurrence of any of these operating risks and hazards may have an adverse effect on the Company’s financial condition and operations, and correspondingly on the value and price of the Company’s common shares.

The Company may not be able to obtain insurance to cover these risks at affordable premiums or at all. Insurance against certain environmental risks, including potential liability for pollution or other hazards as a result of operations or other mining activities, is not generally available to the Company or to other companies within the mining industry. The Company may suffer a materially adverse effect on its business if it incurs losses related to any significant events that are not covered by its insurance policies. Please also see, among other things, the risk factor found under the subheading “The Company’s business involves risks for which the Company may not be adequately insured, if it is insured at all” above.

Metal prices have fluctuated widely in the past and are expected to continue to do so in the future, which may adversely affect the amount of revenues derived from future commercial production.

The commercial feasibility of the project and the Company’s ability to arrange funding to conduct its planned exploration projects is dependent on, among other things, the price of copper and other potential by-products. Depending on the price to be received for any minerals produced, the Company may determine that it is impractical to commence or continue commercial production. A reduction in the price of copper or other potential by-products may prevent the project from being economically mined or result in the write-off of assets whose value is impaired as a result of low copper or other metals prices.

Future revenues, if any, are expected to be in large part derived from the future mining and sale of copper and other potential by-products or interests related thereto. The prices of these commodities fluctuate and are affected by numerous factors beyond the Company’s control, including, among others:

	●	International economic and political conditions;
	●	Central bank purchases and sales;
	●	Expectations of inflation or deflation;
	●	International currency exchange rates;
	●	Interest rates;
	●	Global or regional consumptive patterns;
	●	Speculative activities;
	●	Levels of supply and demand;
	●	Increased production due to new mine developments;
	●	Decreased production due to mine closures;
	●	Improved mining and production methods;
	●	Availability and costs of metal substitutes;
	●	Metal stock levels maintained by producers and others; and
	●	Inventory carrying costs.

The effect of these factors on the price of copper and other potential by-products cannot be accurately predicted. If the price of copper and other potential by-products decreases, the value of the Company’s assets would be adversely affected, thereby adversely impacting the value and price of the Company’s common shares.

While the price of copper has recently been strong, there can be no assurance that copper prices will remain at such levels or be such that the project, and any future operations in which the Company has a direct or indirect interest, will be mined at a profit.

Rising metal prices encourage mining exploration, development, and construction activity, which in the past has increased demand for and cost of contract mining services and equipment.

Increases in metal prices tend to encourage increases in mining exploration, development, and construction activities. During past expansions, demand for and the cost of contract exploration, development and construction services and equipment have increased as well. Increased demand for and cost of services and equipment could cause project costs to increase materially, resulting in delays if services or equipment cannot be obtained in a timely manner due to inadequate availability, and increased potential for scheduling difficulties and cost increases due to the need to coordinate the availability of services or equipment, any of which could materially increase project exploration, development, or construction costs, result in project delays, or both. There can be no assurance that increased costs may not adversely affect the exploration and/or development of our mineral properties in the future.

Global financial markets can have a profound impact on the global economy in general and on the mining industry in particular.

Many industries, including the copper and other base metal mining industries, are impacted by global market conditions. Some of the key impacts of financial market turmoil can include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global and specifically mining equity markets, commodity, foreign exchange and base metal markets, and a lack of market liquidity. A slowdown in the financial markets or other economic conditions, including but not limited to, reduced consumer spending, increased unemployment rates, deteriorating business conditions, inflation, deflation, volatile fuel and energy costs, increased consumer debt levels, lack of available credit, lack of future financing, a prolonged recession, changes in interest rates and tax rates may adversely affect the Corporation’s growth and profitability potential. Specifically:

	●	A global credit/liquidity crisis, or a significant increase in interest rates, could impact the cost and availability of financing and the Company’s overall liquidity;

	●	The volatility of copper and other potential by-product prices may impact the Company’s future revenues, profits and cash flow;

	●	Volatile energy prices, commodity and consumables prices and currency exchange rates impact potential production costs; and

	●	The devaluation and volatility of global stock markets impacts the valuation of the Company’s equity securities, which may impact its ability to raise funds through the issuance of equity.

Risks Related to Capital Structure

We believe we currently have ineffective internal control over financial reporting.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements may not be prevented or detected on a timely basis. We identified a material weakness and believe we currently have ineffective internal control over financial reporting, primarily due: to the lack of sufficient accounting personnel to manage our financial accounting process, lack of segregation of duties, lack of proper accounting for complex financial instruments, lack of design and implementation of controls, which combined constituted a material weakness in our internal control over financial reporting.

We intend to remediate these deficiencies by putting into place proper internal controls and accounting systems to ensure effective internal control over its financial reporting. Completion of remediation does not provide assurance that our remediation or other controls will continue to operate properly or remain adequate and we cannot assure you that we will not identify additional material weaknesses in our internal control over financial reporting in the future. If we are unable to maintain effective internal control over financial reporting or disclosure controls and procedures, our ability to record, process and report financial information accurately, and to prepare financial statements within the time periods specified by the rules and forms of the SEC, could be adversely affected. This failure could negatively affect the market price and trading liquidity of our stock, cause investors to lose confidence in our reported financial information, subject us to civil and criminal investigations and penalties and generally materially and adversely impact our business and financial condition.

However, completion of remediation does not provide assurance that our remediation or other controls will continue to operate properly or remain adequate and we cannot assure you that we will not identify additional material weaknesses in our internal control over financial reporting in the future. If we are unable to maintain effective internal control over financial reporting or disclosure controls and procedures, our ability to record, process and report financial information accurately, and to prepare financial statements within the time periods specified by the rules and forms of the SEC, could be adversely affected. This failure could negatively affect the market price and trading liquidity of our stock, cause investors to lose confidence in our reported financial information, subject us to civil and criminal investigations and penalties and generally materially and adversely impact our business and financial condition

If securities or industry analysts do not continue to publish research or reports about our business, or if they issue an adverse or misleading opinion regarding our stock, our stock price and trading volume could decline.

The trading market for our Common Stock is influenced by the research and reports that securities or industry analysts publish about us or our business. If analysts who cover us downgrade our Common Stock or publish inaccurate or unfavorable research about our business model or our stock performance, or if our results of operations fail to meet the expectations of analysts, the price of our Common Stock would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn might cause the price of our Common Stock and trading volume to decline.

System security vulnerabilities, data breaches, and cyber-attacks could compromise proprietary or otherwise sensitive information or disrupt operations, which could adversely affect the Company’s business, reputation, operations, and stock price.

Information systems and other technologies, including those related to the Company’s financial and operational management, and its technical and environmental data, are an integral part of the Company’s business activities. Network and information systems related events, such as phishing attacks, computer hacking, cyber-attacks, computer viruses, worms or other destructive or disruptive software, process breakdowns, denial of service attacks, lost or misplaced data, programming errors, scams, burglary, human error, misdirected wire transfers, other malicious activities or any combination of the foregoing. We may also be adversely affected by power outages, natural disasters, terrorist attacks, or other similar events which could result in damages to the Company’s property, equipment and data. These events also could result in significant expenditures to repair or replace damaged property or information systems and/or to protect them from similar events in the future.

We have experienced cybersecurity incidents but have not suffered any material adverse impacts to our business and operations as a result of such incidents. No security measure is infallible. Our facilities and systems, and those of our third-party service providers, have been subject to certain cybersecurity incidents and are vulnerable to future adverse events. We may also identify previously undiscovered instances of security breaches or bad actors with present access to our systems.

In addition, as a general matter, the frequency and magnitude of cyber-attacks is increasing, and attackers have become more sophisticated. Cyber-attacks are similarly evolving and include without limitation use of malicious software, surveillance, credential stuffing, spear phishing, social engineering, use of deepfakes (i.e., highly realistic synthetic media generated by artificial intelligence), attempts to gain unauthorized access to data, and other electronic security breaches that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information and corruption of data. The Corporation may be unable to anticipate, detect or prevent future attacks, particularly as the methodologies used by attackers change frequently or are not recognizable until deployed. We may also be unable to investigate or remediate incidents as attackers are increasingly using techniques and tools designed to circumvent controls, to avoid detection, and to remove or obfuscate forensic evidence.

Furthermore, any security breaches such as misappropriation, misuse, leakage, falsification, accidental release or loss of information contained in the Company’s information technology systems including personnel and other data that could damage its reputation, trigger reporting or other requirements under material contracts and require the Company to expend significant capital and other resources to remedy any such security breach. Insurance held by the Company may mitigate losses, however, in any such events or security breaches, such insurance coverage may not be sufficient to cover any consequent losses or otherwise adequately compensate the Company for any disruptions to its business that may result, including loss or disruption of a material contract resulting from such breach. Insurance coverage may also be entirely unavailable. The occurrence of any such events or security breaches could have a material adverse effect on the business of the Company. In particular, a cybersecurity incident resulting in a security breach or failure to identify a security threat could disrupt our business and could result in the loss of sensitive, confidential information or other assets, as well as an inability to complete transactions, litigation including individual claims or class actions, regulatory enforcement, violation of privacy or securities laws and regulations, and remediation costs, all of which could materially impact our reputation, operations, or financial performance.

There can be no assurance that these events and/or security breaches will not occur in the future or not have an adverse effect of the business, reputation, results of operations, and financial condition of the Company.

You may experience dilution of your ownership interests because of the future issuance of additional shares of Common Stock or other securities that are convertible into or exercisable for Common Stock or preferred stock.

In the future, the Company may issue authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of present stockholders. The Company is authorized to issue an aggregate of 500,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, 200 of which are designated Series A Convertible Non-Voting Preferred Stock. Additional shares of Common Stock or other securities that are convertible into or exercisable for Common Stock may be issued in connection with hiring or retaining employees, future acquisitions, future sales of securities for capital raising purposes, or for other business purposes. The future issuance of any such additional shares of Common Stock may create downward pressure on the trading price of Common Stock.

We could face significant penalties for our failure to comply with the terms of our outstanding convertible notes.

Our convertible notes contain positive and negative covenants and customary events of default including requiring us in many cases to timely file SEC reports. In the event we are unable to perform our obligations under the convertible notes, or make timely payment, we could face significant penalties and/or liquidated damages and/or the conversion price of such notes could be adjusted downward significantly, all of which could have a material adverse effect on our results of operations and financial condition, or cause any investment in the Company to decline in value or become worthless. As of the date of this prospectus, we have not defaulted on the convertible notes.

~~The~~Shares ~~Company~~of ~~does~~Common ~~not~~Stock ~~have~~are asubject ~~class~~to ofthe ~~securities~~“penny ~~registered~~stock” ~~under~~rules ~~Section 12~~ of the ~~Exchange~~SEC, ~~Act.~~and ~~Until~~the ittrading ~~does,~~market orin the Company’s ~~becomes subject~~securities tois ~~Section~~limited, ~~15(d)~~which ofmakes ~~the~~transactions ~~Exchange~~in ~~Act,~~its itstock ~~will~~cumbersome beand amay ~~“voluntary~~reduce ~~filer~~the value of an investment in its stock.”

The Company is not currently required under Section 13 or Section 15(d) of the Exchange Act to file periodic reports with the SEC. It has in the past voluntarily elected to file some or all of these reports to ensure that sufficient information about it is publicly available to its stockholders and potential investors. Until the Company becomes subject to the reporting requirements under the Exchange Act, it is a “voluntary filer” and is currently considered a non-reporting issuer under the Exchange Act. The Company will not be required to file reports under Section 13(a) or 15(d) of the Exchange Act until the earlier to occur of: (i) the registration of a class of securities under Section 12 of the Exchange Act, which would be required if the Company lists a class of securities on a national securities exchange or if it meets the size requirements set forth in Section 12(g) of the Exchange Act, or which it may voluntarily elect to undertake at an earlier date; or (ii) the effectiveness of a registration statement under the Securities Act, relating to Common Stock. Until the Company becomes subject to the reporting requirements under either Section 13(a) or 15(d) of the Exchange Act, it is not subject to the SEC’s proxy rules, and large holders of its capital stock will not be subject to beneficial ownership reporting requirements under Sections 13 or 16 of the Exchange Act and their related rules. As a result, the Company’s stockholders and potential investors may not have available to them as much or as robust information as they may have if and when it becomes subject to those requirements. In addition, if the Company does not register under Section 12 of the Exchange Act, and remain a “voluntary filer”, it could cease filing annual, quarterly or current reports under the Exchange Act.

Share of Common Stock are subject to the “penny stock” rules of the SEC, and the trading market in the Company’s securities is limited, which makes transactions in its stock cumbersome and may reduce the value of an investment in its stock.

Rule 15g-9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to the Company, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

716

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investment experience objectives of the person; and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of shares of Common Stock and may cause a decline in the market value of the Company’s stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Because the Company does not intend to pay any cash dividends on its Common Stock, its stockholders will not be able to receive a return on their shares unless they sell them.

The Company intends to retain any future earnings to finance the development and expansion of its business. The Company does not anticipate paying any cash dividends on share of Common Stock in the foreseeable future. Unless the Company pays dividends, its stockholders will not be able to receive a return on their shares unless they sell them. The Company cannot assure its stockholders that they will be able to sell shares when they desire to do so.

~~The Company’s principal stockholders and management own a significant percentage of Common Stock and will be able to exercise significant influence over matters subject to stockholder approval.~~17

As of July 10, 2024, the Company’s executive officers, directors and principal stockholders, together with its other affiliates, owned approximately 16.67% of the issued and outstanding Common Stock. Accordingly, these stockholders will be able to exert a significant degree of influence over the management and affairs of the Company and over matters requiring stockholder approval, including the election of the directors and approval of significant corporate transactions. This concentration of ownership could have the effect of entrenching Company management or the Board, delaying or preventing a change in control or otherwise discouraging a potential acquirer from attempting to obtain control of the Company, which in turn could have a material and adverse effect on the fair market value of Common Stock.

Risks Associated with Mining Business

It is uncertain that the Company’s mineral properties contain any proven or probable reserve, nor can the Company provide such assurance, but its business is highly dependent on the existence of the mineral property.

As all the Company’s mineral properties are in the exploration stage, there is no assurance that it can establish the existence of any mineral reserves on any of its properties in commercially exploitable quantities. Until the Company can do so, it cannot earn any revenues from operations and if it does not do so, it will lose all of the funds that were expended on exploration. If the Company does not discover any mineral reserves in a commercially exploitable quantity, its business could fail.

The Company has not established that its mineral properties contain any proven or probable reserves, nor can there be any assurance that it will be able to do so. If the Company fails to establish any proven or probable reserve, the business could fail.

Due to the speculative characteristics of the mine exploration business, there is substantial risk that the Company will not find sufficient commercially exploitable minerals and will fail in its business.

The Company cannot evaluate its success rate on the CuMo Project. The search for valuable minerals as a business is perilous. The Company may not find commercially exploitable mineral reserves or other valuable minerals in its mineral property. Exploration for minerals is a speculative venture necessarily involving substantial risk. The expenditure to be made by the Company on exploration programs may not result in the discovery of commercial quantities of ore. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications, and delays encountered in the exploration of the mineral properties the Company plans to undertake. Issues such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, the Company would need help to complete its business plan. Due to the inherent dangers involved in mineral exploration, the business may incur liability or damages.

Because we have limited capital, inherent mining risks pose a significant threat to us compared with our larger competitors.

Because we have limited capital, we may be unable to withstand significant losses that can result from inherent risks associated with mining, including environmental hazards, industrial accidents, flooding, earthquake, interruptions due to weather conditions and other acts of nature which larger competitors could withstand. Such risks could result in damage to or destruction of our infrastructure and production facilities, as well as to adjacent properties, personal injury, environmental damage and processing and production delays, causing monetary losses and possible legal liability. Our business could also be harmed if we lose the services of our key personnel.

Our business and mineral exploration programs depend upon our ability to retain and employ the services of geologists, engineers and other experts as subcontractors and/or as employees. In operating our business and in order to continue our programs, we compete for the services of professionals with other mineral exploration companies and businesses. In addition, several entities have expressed an interest in hiring certain of our employees. Our ability to maintain and expand our business and continue our exploration programs may be impaired if we are unable to continue to engage or employ those parties currently providing services and expertise to us or identify and engage or employ other qualified personnel to do so in their place. The number of available qualified mining subcontractors is limited, and there is no assurance that we will be able to engage or retain the subcontractors needed to carry out our current or future business plans. To retain key employees, we may also face increased compensation costs, including potential new stock incentive grants, and there can be no assurance that the incentive measures we implement will be successful in helping us retain our key personnel.

Even if the Company does eventually discover a mineral reserve on one or more of its properties, there can be no assurance that it will be able to develop such properties into producing mines and extract those resources. Both mineral exploration and development involve a high degree of risk and few properties which are explored are ultimately developed into producing mines.

The commercial viability of an established mineral deposit will depend on several factors, including, by way of example, the size, grade, and other attributes of the mineral deposit, the proximity of the resource to infrastructures such as a smelter or processing facilities, power, and water, roads and a point for shipping, available workforce, government regulation, successful permitting, proximity to markets and consumers, and market prices. Most of these factors will be beyond the Company’s control, and any of them could increase costs and make extraction of any identified mineral resource unprofitable.

The Company cannot provide any assurance about financing for additional exploration. If its exploration costs are higher than anticipated, the Company may only be able to complete the exploration program with additional financing.

The Company is proceeding with exploration on its CuMo property. The exploration program outlines the budget for completion of the program but there is no assurance that actual costs will not exceed the budgeted costs. Factors that could cause actual costs to exceed budgeted costs include increased prices due to competition for personnel and supplies during the exploration season, unanticipated problems in completing the exploration program and delays due to weather or other factors experienced in completing the exploration program. Increases in exploration costs could result in the Company not being able to carry out its exploration program without additional financing. There is no assurance that the Company would be able to obtain additional financing in this event.

If the Company cannot raise sufficient capital after it establishes the existence of a mineral resource on any of its properties in a commercially exploitable quantity, it will not be able to exploit the resource, thus the business could fail.

If the Company discovers mineral resources in commercially exploitable quantities on any of its properties, it will then be required to expend substantial sums of money to explore and fully establish the extent of the resources and reserves, develop processes to extract it, and develop extraction and processing facilities and infrastructure. Although the Company may derive substantial benefits from the discovery of a significant deposit, there can be no assurance that such a resource or reserve will be large enough to justify commercial operations, nor can there be any assurance that the Company will be able to raise the funds required for the development on a timely basis. The business may not succeed if the Company cannot extend the necessary capital or complete the required facilities and infrastructure.

Mineral exploration and development are subject to extraordinary operating risks. The Company does not currently insure against these risks. In the event of a cave-in or similar occurrence, its liability may exceed its resources, which would have an adverse impact on the business.

Mineral exploration, development, and production involve many risks that even a combination of experience, knowledge and careful evaluation may be unable to overcome. The Company’s operations will be subject to all the geological, technical, and operating hazards and risks in exploring mineral resources. If the Company discovers a mineral resource in commercially exploitable quantity, its operations would be subject to the hazards and risks inherent in the development and production of resources, including liability for pollution, cave-ins, or similar dangers against which it cannot fully insure or against which it may elect not to insure. Any such event could result in work stoppages and property damage, including damage to the environment. The Company does not currently maintain any insurance coverage against these operating hazards. The payment of any liabilities arising from such occurrences may have a material adverse impact on the business.

Mineral prices are subject to dramatic and unpredictable fluctuations.

The Company expects to derive revenues from the sale of its mineral resource properties or from the extraction and sale of molybdenum, silver, copper, and rhenium, and associated minerals. The price of those commodities has fluctuated widely in recent years. It is affected by numerous factors beyond the Company’s control, including international, economic, and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities, and increased production due to new extraction developments and improved extraction and production methods. The effect of these factors on the price of base and precious metals, and therefore the economic viability of any of the Company’s exploration properties and projects, cannot accurately be predicted.

The unpredictable inclement weather may restrict mineral exploration and cause delay or impact on the Company’s mining progress.

Access to the mineral property may be restricted between November and April of each year because the period between these months can sometimes feature heavy snow cover, extreme cold, and high winds, which makes it difficult, if not impossible, to carry out exploration and other activities. Visits, tests, and explorations of the mineral property can only be attempted when weather permits such activities. These limitations can result in significant delays in the exploration, mining, and production of commercial minerals. Such delays can cause the business to fail.

Risks Related to Regulatory and Permitting Requirements in the Industry the Company Operates

Mineral operations are subject to applicable law and government regulation. Even if the Company discovers a mineral resource in a commercially exploitable quantity, applicable laws and regulations could restrict or prohibit the exploitation of that mineral resource.

Both mineral exploration and extraction require permits from various federal, state, provincial and local governmental authorities and are governed by laws and regulations, including those with respect to prospecting, mine development, mineral production, transport, export, taxation, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. There can be no assurance that the Company will be able to obtain or maintain any of the permits or bonds required for the continued exploration of its mineral properties or for the construction and operation of a mine on its properties at economically viable costs.

The Company cannot ensure that all its business activities will continue to comply with all material laws and regulations because there may be changes to applicable laws and regulations, and it may not be able to comply with such changes. Further, there is no assurance that the Company will be able to obtain or maintain all permits or bonds necessary for its future operations or that it will be able to obtain them on reasonable terms. To the extent such approvals are required and are not accepted, the Company may be delayed or prohibited from proceeding with the planned exploration or development of its mineral properties. If the Company is prevented from exploiting any mineral resource that it discovers by a failure to comply with applicable laws and regulations or obtain or to maintain any required permits, the business could fail.

Exploration development and exploitation activities are subject to comprehensive regulation and permitting, which may cause substantial delays or require capital outlays in excess of what is currently anticipated, causing a material adverse effect on the business.

Exploration, development, and exploitation activities are subject to federal, provincial, state, and local laws, regulations, and policies, including laws regulating permitting, bonding, and the removal of natural resources from the ground and the discharge of materials into the environment. Exploration, development, and exploitation activities are also subject to federal, provincial, state, and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment and other operational activities.

Environmental and other legal standards imposed by federal, provincial, state, or local authorities may be changed, and any such changes may prevent the Company from conducting planned activities or increase its costs of doing so, which could have material adverse effects on the business. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those currently anticipated, thus causing a material adverse effect on the business. Additionally, the Company may be subject to liability for pollution or other environmental damages that it may not be able to, or elect not to, insure against due to prohibitive premium costs and other reasons. Any laws, regulations, or policies of any government body or regulatory agency may be changed, applied, or interpreted that could materially alter and negatively affect the Company’s ability to carry on the business.

The Company depends on its senior management team, and the loss of one or more key employees or an inability to attract and retain highly skilled employees could adversely affect the business.

The Company’s success depends on the skills, experience, and performance of its Chief Executive Officer, Steven Rudofsky, and other key employees. The effort of the Chief Executive Officer will be important as the Company continues to develop and expand its commercial activities. The loss or incapacity of existing members of the executive management team could negatively impact the Company’s operations if it experiences difficulties in hiring qualified successors. Qualified employees periodically are in great demand and may be unavailable in the time frame required to satisfy business requirements. Expansion of the business could require the Company to employ additional personnel. There can be no assurance that the Company will be able to attract and retain sufficient numbers of skilled employees in the future. The loss of personnel or inability to hire or retain sufficient personnel at competitive rates could impair the growth of the business.

The Company also relies on its leadership team in the areas of finance, marketing, services, and general and administrative functions, and on sales. From time to time, there may be changes in the executive management team resulting from the hiring or departure of executives, which could disrupt the business.

In addition, in making employment decision, job candidates often consider the value of the equity awards they are to receive in connection with their employment. Volatility in the price of Common Stock might, therefore, adversely affect the Company’s ability to attract or retain highly skilled personnel. Furthermore, the requirement to expense certain stock awards might discourage the Company from granting the size or type of stock awards that job candidates require to join. If the Company fails to attract new personnel or fail to retain and motivate its current personnel, the business and its future growth prospects could be severely harmed.

If we are unable to pay debts and other obligations when due, including reclamation obligations, our ability to remain in business could be jeopardized.

We have approximately $3 million of outstanding indebtedness. We may from time to time enter into arrangements to borrow money in order to fund our operations and expansion plans, and such arrangements may include covenants that restrict our business in some way. Events may occur in the future, including events beyond our control that would cause us to fail to satisfy our obligations under existing notes payable or other debt instruments. In such circumstances, or we were to default on our obligations under debentures or other debt instruments, the amounts drawn under our debt agreements may become due and payable before the agreed maturity date, and we may not have the financial resources to repay such amounts when due.

Further, although most, but not all, of our reclamation obligations are bonded, and cash and other assets have been reserved to secure a portion but not all of this bonded amount, to the extent the bonded amounts are not fully collateralized, we will be required to come up with additional cash to perform our reclamation obligations when they occur. In addition, the bonding companies have the right to require increases in collateral at any time upon 30-days’ notice to us, failure of which would constitute a default under the bonds. In such circumstances, we may not have the financial resources to perform such reclamation obligations or to increase such collateral when due.

Our failure to meet these obligations could jeopardize our ability to continue in business.

Risks Associated with Cybersecurity Threats

The Company’s operations are dependent on information technology systems that may be subject to network disruptions

The Company’s operations depend on information technology (“IT”) systems. These IT systems could be subject to network disruptions caused by a variety of sources, including computer viruses, security breaches and cyber-attacks, as well as disruptions resulting from incidents such as cable cuts, damage to physical plants, natural disasters, terrorism, fire, power loss, vandalism and theft. The Company’s operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risks of failures. Any of these and other events could result in information system failures, delays and/or increase in capital expenses. The failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact the Company’s reputation and results of operations.

Although to date the Company has not experienced any material losses relating to cyber-attacks or other information security breaches, there can be no assurance that the Company will not incur such losses in the future. The Company’s risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority. As cyber threats continue to evolve, the Company may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

Additionally, on July 26, 2023, the Commission adopted new cybersecurity disclosure rules for public companies that require disclosure regarding cybersecurity risk management (including the corporate board’s role in overseeing cybersecurity risks, management’s role and expertise in assessing and managing cybersecurity risks, and processes for assessing, identifying and managing cybersecurity risks) in annual reports. These new cybersecurity disclosure rules also require the disclosure of material cybersecurity incidents in a Form 8-K, generally within four days of determining an incident is material. We will be subject to such annual report disclosure requirements starting with our 2024 Form 10-K and we will be subject to such Form 8-K disclosure requirements starting June 15, 2024.

Risks Related to this Offering

The price of our Common Stock may be volatile and may be influenced by numerous factors, some of which are beyond our control.

Factors that could cause volatility in the market price of our Common Stock include:

	●	actual or anticipated fluctuations in our financial condition and operating results;

	●	actual or anticipated changes in our growth rate relative to our competitors;

	●	success of our competitors in commercializing products;

	●	strategic transactions undertaken by us;

	●	additions or departures of key personnel;

	●	prevailing economic conditions;

	●	disputes concerning our intellectual property or other proprietary rights;

	●	U.S. or foreign regulatory actions affecting us or our industry;

	●	sales of our Common Stock by our officers, directors or significant stockholders;

	●	future sales or issuances of equity or debt securities by us;

	●	business disruptions caused by natural disasters; and

	●	issuance of new or changed securities analysts’ reports or recommendations regarding us.

In addition, the stock markets in general have experienced extreme volatility that have been often unrelated to the operating performance of the issuer. These broad market fluctuations may negatively impact the price or liquidity of our Common Stock. In the past, when the price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the issuer. If any of our stockholders were to bring such a lawsuit against us, we could incur substantial costs defending the lawsuit and the attention of our management would be diverted from the operation of our business.

~~State~~Prior ~~securities~~to ~~laws~~the ~~may~~closing ~~limit~~of ~~secondary~~this ~~trading~~offering we intend to effect a reverse stock split of our Common Stock, which may ~~restrict~~not increase the ~~states~~market inprice ~~which~~of ~~you~~our ~~can~~common ~~sell~~stock over the ~~shares~~long ~~offered~~term byand could ~~this~~decrease ~~Prospectus~~the liquidity of our Common Stock.

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13The market price of our Common Stock is influenced by many factors and may not reflect the proportional reduction in the number of outstanding shares resulting from the reverse stock split. The reverse stock split may also lead to a reduction in the trading volume and liquidity of our common stock, which could increase price volatility and make it more difficult for stockholders to buy or sell shares.

You may experience dilution of your ownership interests because of the future issuance of additional shares of our Common Stock or preferred stock or other securities that are convertible into or exercisable for our Common Stock or preferred stock.

If our existing stockholders exercise warrants or sell, or indicate an intention to sell, substantial amounts of our Common Stock in the public market, the price of our Common Stock could decline. The perception in the market that these sales may occur could also cause the price of our Common Stock to decline.

n the future, we may issue authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of the then current stockholders. We may issue additional shares of our Common Stock or other securities that are convertible into or exercisable for our common stock in connection with hiring or retaining employees, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes. The future issuance of any such additional shares of our Common Stock may create downward pressure on the trading price of the Common Stock. We may need to raise additional capital in the near future to meet our working capital needs, and there can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with the capital raising efforts, including at a price (or exercise prices) below the price you paid for your stock.

USE OF PROCEEDS

We will receive none of the proceeds from the sale of the Common Stock by the Selling Stockholders in this Offering. However, to the extent that the Warrants held by the Selling Stockholders are exercised for cash, we will receive the payment of the exercise price in connection with such exercise (approximately $2.78 million if all Warrants were to be exercised).

DETERMINATION OF OFFERING PRICE

The Common Stock offered by this prospectus may be sold by the Selling Stockholders or their transferees, pledgees, donees or assigns or other successors-in-interest that receive any of the shares as a gift, distribution, or other non-sale related transfer at the fixed price of $0.24 until such time as our shares are quoted on the OTCQX, the OTCQB or listed on any other national securities exchange or automated interdealer quotation system.

The offering price of our Common Stock does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. Our Common Stock may not trade at the market prices in excess of the offering prices for Common Stock in any public market, will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for our Common Stock.

MARKET PRICE OF AND DIVIDENDS ON THE COMPANY’S

COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our Common Stock is quoted on the Pink tier of OTC Markets Group Inc. under the symbol “COPR”. Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions. On July 9, 2024, the closing price on the OTC Pink of our Common Stock was $0.192.

Holders

As of July 11, 2024, there were 467 holders of record of our Common Stock and 33 holders of our Series A Convertible Non-Voting Preferred Stock.

Dividend Policy

In January 2022, the Company distributed a special dividend to its minority shareholders in connection with the Merger Agreement with Dynamic and Crystal Globe. Other than the special distribution in January 2022, the Company does not pay dividends on shares of Common Stock and does not anticipate paying such dividends in the foreseeable future. The declaration of any future cash dividends is at the discretion of the Board and depends upon earnings, if any, capital requirements and financial position, the Company’s general economic conditions, and other pertinent conditions.

SELLING STOCKHOLDERS

This prospectus covers the resale by the Selling Stockholders of an aggregate of up to 94,126,642 shares of Common Stock of the Company, consisting of (i) up to 9,283,333 shares of Common Stock issuable upon the conversion of 185.66 shares of Series A Convertible Non-Voting Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”) sold in the Newbridge Private Placement Offering (as defined below) (ii) up to 11,604,167 shares of Common Stock issuable upon the exercise of warrants (the “Warrants”) sold in the Newbridge Private Placement Offering, (iii) 813,000 shares of common stock issued to the placement agent of the Newbridge Private Placement Offering, (iv) 66,794,143 shares of Common Stock issued pursuant to the January 23, 2023 Share Exchange, (v) 4,333,333 shares of Common Stock sold in the December 15, 2022 (the “Private Placement Offering”), (vi) 880,000 shares of Common Stock issuable upon conversion of the principal and accrued interest of two convertible promissory notes in the aggregate principal amount of $201,200 in total, at a price of $0.23 per share, issued to certain Selling Stockholders on April 5, 2024 and (vii) 418,333 shares of Common Stock issued in consideration of consulting fees to various consultants.

Share Exchange Agreement

ICUMO owns or controls the mining claims and rights to the CuMo Project, a large primary molybdenum deposit with silver and copper deposits. Located in Boise County, Idaho, ICUMO was formed to explore the geologic and environmental factors that will determine the future development plan of the CuMo Project.

Pursuant to the terms of the Share Exchange Agreement, each share of ICUMO’s common stock held by the ICUMO Shareholders was converted into the right to receive the number of shares of Common Stock (the “Exchange Shares”) equal to an exchange ratio of 1.34 (the “Exchange Ratio”).

As a result of the Exchange, a change in control of the Company occurred with the ICUMO Shareholders owning 90.1% of the issued and outstanding shares of Common Stock. Immediately after giving effect to the Exchange, there were 202,294,000 issued and outstanding shares of Common Stock, held as follows:

	●	The stockholders of the Company prior to the Exchange held 20,054,000 shares of issued and outstanding Common Stock; and
	●	The ICUMO Shareholders held 182,240,000 shares of issued and outstanding Common Stock.

Pursuant to the terms of the Share Exchange Agreement, on January 23, 2023 at the closing of the Exchange (the “Closing”) the Company assumed: (i) all ICUMO’s obligations for the options, whether or not vested, granted to key management personnel pursuant to certain incentive stock option agreements (the “Incentive Stock Options”), and any vested options are now exercisable to purchase shares of Common Stock at an exercise price of $0.125 until December 31, 2027; and (ii) all ICUMO’s obligations pursuant to certain warrants to purchase shares of ICUMO common stock (the “2021 Warrants”), which warrants are now exercisable to purchase shares of Common Stock, at an exercise price of $0.15, until May 11, 2027. The Incentive Stock Options and 2021 Warrants are (i) exercisable for that number of shares of Common Stock equal to the number of shares of ICUMO’s common stock subject to such option and warrants, immediately prior to the Closing and as adjusted by the Exchange Ratio, and (ii) have an initial exercise price per share equal to the initial exercise price per share in effect for that option or warrant immediately prior to the Closing. With respect to these Incentive Stock Options and 2021 Warrants, the Company assumed at Closing, after applying the Exchange Ratio, vested and unvested options to purchase an aggregate of 56,615,000 shares of Common Stock and warrants exercisable for up to 41,540,000 shares of Common Stock.

2022 Private Placement Offering

Prior to entering into the Share Exchange Agreement, from December 2022 to January 9, 2023, ICUMO conducted a private placement offering (the “2022 Private Placement Offering”) whereby it issued and sold convertible secured promissory notes in the total amount of $898,000 with a conversion price of $0.10 (the “Notes”) and 8,980,000 warrants to purchase ICUMO Common Stock, with an exercise price of $0.15 (the “2023 Warrants”). As a condition to entering into the Share Exchange Agreement, ICUMO and the Company agreed that the Company would exchange the Notes and 2023 Warrants for notes and warrants issued by the Company. Such replacement notes and warrants were issued by the Company to the holders of the Notes and 2023 Warrants on January 23, 2023 (the “Replacement Notes and Warrants”). After applying the Exchange Ratio to the conversion rate, the Company now has outstanding convertible secured promissory notes in the principal amount of $898,000 which will convert into shares of Common Stock at an adjusted conversion price of $0.075 per share of Common Stock and 11,973,333 warrants to purchase shares of Common Stock at an adjusted exercise price of $0.15 per share. Principal on the Notes is due and payable on July 23, 2025. The warrants expire on January 9, 2028.

The Replacement Notes and 2023 Warrants are secured by a first priority lien on all of the assets and mining claims of the Company, other than certain patented lode mining claims that represent approximately 7.3% of the CuMo Project.

2023 Private Placement Offering

From August 14, 2023 through December 11, 2023, we entered into unit subscription purchase agreements with purchasers for 23 units (the “Units”), at a purchase price of $12,000 per Unit for an aggregate purchase price of $276,000 (the “Private Placement Offering”). Each Unit comprised of one (1) share of Series A Convertible Non-Voting Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”), and (ii) 62,500 common stock purchase warrants (the “Warrants”). Each share of Series A Preferred Stock converts into 50,000 shares of Common Stock. The Warrants entitle the holders to shares of Common Stock for three (3) years, at an exercise price of $0.24 per share.

Newbridge Private Placement Offering

From February 28, 2024 through March 28, 2024, the Company conducted a private placement offering pursuant to which it entered into Unit Subscription Purchase Agreements with accredited investors for an aggregate of 162.66 Units (the “Newbridge Private Placement Offering”). Each Unit comprised of one (1) share of Series A Preferred Stock, and (ii) 62,500 Warrants. Each share of Series A Preferred Stock converts into 50,000 shares of Common Stock. The Warrants entitle the holders to shares of Common Stock for three (3) years, at an exercise price of $0.24 per share.

Newbridge Securities Corporation acted as the sole placement agent (the “Placement Agent”) on a best-efforts basis pursuant to a Placement Agency Agreement dated September 7, 2023, as amended on December 27, 2023. Pursuant to this agreement, the Placement Agent received cash commissions of $195,200, representing 10.0% of the gross purchase price of the Units sold. Certain members of Placement Agent participated as investors in the Offering.

Pursuant to the Subscription Agreements, the Company agreed to file a registration statement with the Securities and Exchange Commission (the “Commission”) to register the re-sale of the shares of Common Stock issuable upon the conversion of the Series A Preferred Stock and upon the exercise of the Warrants within 90 business days after the final Closing date (as defined in the Subscription Agreement). If the Company fails to file a registration statement by such date, the Company shall pay the investors 2.5% of their respective purchase price for each 30 days that the registration statement is not filed, with a maximum of 10%.

The Selling Stockholders, may, from time to time, offer and sell pursuant to this prospectus any or all of the shares referred to above. The Selling Stockholders may also sell, transfer or otherwise dispose of all or a portion of their shares in transactions exempt from the registration requirements of the Securities Act. We may from time to time include additional Selling Stockholders in supplements or amendments to this prospectus.

The Selling Stockholders may sell some, all or none of its shares. We do not know how long the Selling Stockholders will hold the shares before selling them, and we currently have no agreements, arrangements or understandings with the Selling Stockholders regarding the sale of any of the shares.

The following table sets forth the shares beneficially owned, as of July 10, 2024 by the Selling Stockholders prior to the offering contemplated by this prospectus, the number of shares that the Selling Stockholders may offer and sell from time to time under this prospectus and the number of shares which the Selling Stockholders would own beneficially if all such offered shares are sold.

Name of Selling Stockholders	Beneficial Ownership Before the Offering (1)		Shares of Common Stock Included in Prospectus (1)		Beneficial Ownership After the Offering( 2)			Percentage of Ownership After the Offering (2)
JHP Holdings, Inc. (3)		16,644,820		16,644,820		6.7	%		*
Elatam Family Trust (4)		17,721,500		17,721,500		7.1	%		*
John Hedges (5)		81,495		81,495		*			*
Cataleya Investment Fond Management SAS (6)		6,700,000		6,700,000		2.7	%		*
The Gaitonde Living Trust (7)		2,673,333		2,673,333		0.5	%		*
James Dykes (8)		1,273,000		1,273,000		0.5	%		*
Patricia Czerniej (9)		1,273,000		1,273,000		0.5	%		*
Shaun Dykes (10)		1,159,100		1,159,100		0.5	%		*
Louise Dykes (11)		1,139,000		1,139,000		0.5	%		*
Tim Tycolis (12)		938,000		938,000		0.4	%		*
John E. Hiner (13)		368,500		368,500		0.1	%		*
Core Consultants Pty (Guernsey) Ltd. (14)		147,400		147,400		0.1	%		*
Emile Fremont (15)		134,000		134,000		0.1	%		*
Eric Kolodner (16)		11,725,000		11,725,000		4.7	%		*
Sandstone Group Corp. (17)		4,100,400		4,100,400		1.6	%		*
Newbridge Securities Corporation (18)		1,025,159		1,025,159		0.4	%		*
Chad D. Champion (19)		424,147		424,147		0.2	%		*
Steven Delonga (20)		432,128		432,128		0.2	%		*
David Lubin (21)		250,000		250,000		0.1	%		*
Constantino Gutierrez (22)		2,025,000		2,025,000		0.8	%		*
Clara Aguililla (23)		255,000		255,000		0.1	%		*
Michael J. Spohn (24)		225,000		225,000		0.1	%		*
Robert Santos Nespereira (25)		112,500		112,500		*			*
James Batmasian (26)		9,337,500		9,337,500		3.7	%		*
Simon Mawson (27)		900,000		900,000		0.4	%		*
Eric R Samuelson (28)		900,000		900,000		0.4	%		*
Brian Caesar (29)		900,000		900,000		0.4	%		*
Jon E Schmidt (30)		562,500		562,500		0.2	%		*
Brian & Debra Fenner (31)		562,500		562,500		0.2	%		*
Dennis Gagnon Jr & Dawn Gagnon (32)		450,000		450,000		0.2	%		*
Jeffrey A Zipp (33)		450,000		450,000		0.2	%		*
Crudup Family Trust attn: Robert & Jillian Crudup TTEES (34)		337,500		337,500		0.1	%		*
Martha P & Donald A Sands TTEEs \| Sands 2013 Trust (35)		337,500		337,500		0.1	%		*
Ronald Olson (36)		337,500		337,500		0.1	%		*
Daniel Walzman (37)		225,000		225,000		0.1	%		*
Jeet Patel (38)		225,000		225,000		0.1	%		*
Rafael Robert Leyva (39)		112,500		112,500		*			*
Victor & Anne Marie Muro (40)		112,500		112,500		*			*
Kenneth Zacharias (41)		112,500		112,500		*			*
David Mortenson (42)		112,500		112,500		*			*
Daniel Saltarelli (43)		112,500		112,500		*			*
Andrew Slepitza (44)		112,500		112,500		*			*
Daniel J Carlberg (45)		112,500		112,500		*			*
Steven Talley (46)		112,500		112,500		*			*

Name of Selling Stockholders	Beneficial Ownership Before the Offering (1)	Shares of Common Stock Included in Prospectus (1)	Beneficial Ownership After the Offering( 2)		Percentage of Ownership After the Offering (2)
Nadav Houri (47)	112,500	112,500	*		*
Peter Taliercio (48)	112,500	112,500	*		*
Mark Marinak TTEE \| Mark Marinak Rev Liv Trust (49)	112,500	112,500	*		*
Robert Blanche (50)	450,000	450,000	0.2	%	*
Tim Broussard (51)	450,000	450,000	0.2	%	*
Thomas G Marinak jr TTEE \| Thomas G Marinak Living Trust (52)	337,500	337,500	0.1	%	*
Michael & Michelle Sekelsky (53)	225,000	225,000	0.1	%	*
PC Inc. (54)	75,000	75,000			*
Jon Powell (55)	440,000	440,000	0.2	%	*
Gil Atzmon (56)	440,000	434,783	0.2	%	*
Jeffrey V Karin R Hembrock (57)	1,333,333	1,333,333	0.5	%	*
PV Partners LP (58)	1,000,000	1,000,000	0.4	%	*
Corey Redfield (59)	666,667	666,667	0.3	%	*
Guy Amico (60)	149,375	149,375	0.1	%	*
Scott H. Goldstein (61)	149,375	149,375	0.1	%	*
Bruce Jordan (62)	97,600	97,600	*		*
Howard Yeager (63)	87,500	87,500	*		*
John Zaffarano (64)	83,375	83,375	*		*
Thomas Casolaro (65)	50,700	50,700	*		*
Robert P. Spitler (66)	33,500	33,500	*		*
James Williams (67)	29,167	29,167	*		*
John Moy (68)	20,000	20,000	*		*
Robert J Raab TTEE \| Robert J Raab Revocable Trust (69)	17,500	17,500	*		*
Giovina Buddie (70)	7,560	7,560	*		*
Sherrie Stalzer (71)	2,300	2,300	*		*
Geronal Hurdle (72)	1,725	1,725	*		*
Janine Talley (73)	575	575	*		*
Stonefield Fund, LLC (74)	180,000	180,000	0.1	%	*
Intelligent Investments I LLC (75)	208,333	208,333	0.1	%	*
Camilo Quintero (76)	575	575	*		*

	*	Represents less than 1%
	(1)	The number of shares of common stock owned are those “beneficially owned” as determined under the rules of the SEC, including any shares of common stock as to which the Selling Stockholders has sole or shared voting or investment power.
	(2)	The “Beneficial Ownership After the Offering” assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. The “Percentage of Ownership After the Offering” is based on 250,282,762 shares of our Common Stock outstanding.
	(3)	The shares of Common Stock were issued pursuant to the Share Exchange Agreement. Ramon Lata has sole voting and dispositive power over the shares of Common Stock held by JHP Holdings, Inc.
	(4)	The shares of Common Stock were issued pursuant to the Share Exchange Agreement. Mohammed Elatam is the trustee of the Elatam Family Trust.
	(5)	Includes (a) 67,000 shares of Common Stock issued pursuant to the Share Exchange Agreement, and (b) 14,495 shares of Common Stock issued as consideration for Mr. Hedges geological engineering services.

	(6)	The shares of Common Stock were issued pursuant to the Share Exchange Agreement. Gladis Osorio has sole voting and dispositive power over the shares of Common Stock held by Cataleya Investment Fond Management SAS.
	(7)	Includes (a) 1,340,000 shares of Common Stock issued pursuant to the Share Exchange Agreement, and (b) 1,333,333 shares of Common Stock issued pursuant to a convertible note in the 2022 Private Placement Offering and converted on May 25, 2024 at a conversion price of $0.075 per share. Girish Gaitonde is the trustee of the Gaitonde Living Trust.
	(8)	The shares of Common Stock were issued pursuant to the Share Exchange Agreement.
	(9)	The shares of Common Stock were issued pursuant to the Share Exchange Agreement.
	(10)	The shares of Common Stock pursuant to the Share Exchange Agreement. Mr. Dykes, is the geological consultant to the Company.
	(11)	The shares of Common Stock were issued pursuant to the Share Exchange Agreement.
	(12)	The shares of Common Stock were issued pursuant to the Share Exchange Agreement.
	(13)	The shares of Common Stock were issued pursuant to the Share Exchange Agreement.
	(14)	The shares of Common Stock were issued pursuant to the Share Exchange Agreement. Lara Smith has sole voting and dispositive power over the shares of Common Stock held by Core Consultants Pty (Guernsey) Ltd.
	(15)	The shares of Common Stock were issued pursuant to the Share Exchange Agreement.
	(16)	The shares of Common Stock were issued pursuant to the Share Exchange Agreement.
	(17)	The shares of Common Stock issued to Sandstone Group Corp., an assignee of Newbridge Securities Corporation, were issued as consideration for their investment banking services for the Share Exchange. Constantino Gutierrez has sole voting and dispositive power over the shares of Common Stock held by Sandstone Group Corp.
	(18)	Includes (a) 956,760 shares of Common Stock issued as consideration for their investment banking services for the Share Exchange, and (b) 68,399 shares of Common Stock issued as consideration for their investment banking services for the Newbridge Private Placement Offering. Robert P. Spitler has voting and dispositive power over the shares of Common Stock.
	(19)	Includes (a) 410,040 shares of Common Stock issued to Chad D. Champion, an assignee of Newbridge Securities Corporation, as consideration for investment banking services for the Share Exchange, and (b) 14,107 shares of Common Stock issued to Chad D. Champion, an assignee of Newbridge Securities Corporation, issued in consideration for placement agent fees for the Newbridge Private Placement Offering.
	(20)	The shares of Common Stock issued to Steven Delonga, an assignee of The Crone Law Group P.C, were issued as consideration for his legal services for the Share Exchange.
	(21)	The shares of Common Stock issued to David Lubin, an assignee of The Crone Law Group P.C, were issued as consideration for his consulting services for the Share Exchange.
	(22)	18 Units issued in the Private Placement Offering which includes (a) 900,000 shares of Common Stock issuable upon conversion of 18 shares of Series A Preferred Stock, and (b) 1,125,000 shares of Common Stock issuable upon the exercise of Warrants at an exercise price of $0.24 per share. Constantino Gutierrez is a member of Newbridge Securities Corporation and the managing member of Sandstone Group Corp.
	(23)	Includes (a) 2 Units issued in the Private Placement Offering consisting of 100,000 shares of Common Stock issuable upon the conversion of 2 shares of Series A Preferred Stock, and 125,000 shares of Common Stock issuable upon the exercise of Warrants at an exercise price of $0.24 per share, and (b) 30,000 shares of Common Stock issued pursuant to a consulting agreement with the Company dated March 20, 2024 in consideration for providing strategic consulting services.
	(24)	2 Units issued in the Private Placement Offering which includes (a) 100,000 shares of Common Stock issuable upon conversion of 2 shares of Series A Preferred Stock, and (b) 125,000 shares of Common Stock issuable upon the exercise of Warrants at an exercise price of $0.24 per share.
	(25)	1 Unit issued in the Private Placement Offering which includes (a) 50,000 shares of Common Stock issuable upon conversion of 1 share of Series A Preferred Stock, and (b) 62,500 shares of Common Stock issuable upon the exercise of Warrants at an exercise price of $0.24 per share.
	(26)	83 Units issued in the Newbridge Private Placement Offering which includes (a) 4,150,000 shares of Common Stock issuable upon conversion of 83 shares of Series A Preferred Stock, and (b) 5,187,000 shares of Common Stock issuable upon the exercise of Warrants at an exercise price of $0.24 per share.
	(27)	8 Units issued in the Newbridge Private Placement Offering which includes (a) 400,000 shares of Common Stock issuable upon conversion of 8 shares of Series A Preferred Stock, and (b) 500,000 shares of Common Stock issuable upon the exercise of Warrants at an exercise price of $0.24 per share.
	(28)	8 Units issued in the Newbridge Private Placement Offering which includes (a) 400,000 shares of Common Stock issuable upon conversion of 8 shares of Series A Preferred Stock, and (b) 500,000 shares of Common Stock issuable upon the exercise of Warrants at an exercise price of $0.24 per share.
	(29)	8 Units issued in the Newbridge Private Placement Offering which includes (a) 400,000 shares of Common Stock issuable upon conversion of 8 shares of Series A Preferred Stock, and (b) 500,000 shares of Common Stock issuable upon the exercise of Warrants at an exercise price of $0.24 per share.

Additionally, the reverse stock split may result in some stockholders owning “odd lots” of fewer than 100 shares, which may be more difficult or expensive to sell, potentially further reducing liquidity. There is also a risk that the reverse stock split could be viewed negatively by the market or investors, which could result in a decline in the market price of our Common Stock.

The price of our Common Stock may be volatile, and purchasers of our Common Stock could incur substantial losses.

Our share price may be volatile. The stock market in general has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, investors may not be able to sell their Common Stock at or above the offering price. The market price for our Common Stock will be influenced by many factors, including, but not limited to:

●	the success of our staffing arrangements and the marketing of our services;
●	the recruitment or departure of key personnel;
●	quarterly or annual variations in our financial results or those of companies that are perceived to be similar to us;
●	market conditions in the industries in which we compete and issuance of new or changed securities;
●	analysts’ reports or recommendations;
●	the failure of securities analysts to cover our Common Stock after this Offering or changes in financial estimates by analysts;
●	the inability to meet the financial estimates of analysts who follow our Common Stock;
●	the issuance of any additional securities of ours;
●	investor perception of our company and of the industry in which we compete; and
●	general economic, political, and market conditions.

If our listing application for our Common Stock is not approved by NYSE American, we will not be able to consummate the offering and will terminate the offering.

If our listing application is not approved by NYSE American, we will not be able to consummate the offering and will terminate the offering. Failure to have our Common Stock listed on NYSE American would make it more difficult for our stockholders to dispose of our Common Stock and more difficult to obtain accurate price quotations on our Common Stock. Our ability to issue additional securities for financing or other purposes, or otherwise to arrange for any financing we may need in the future, may also be materially and adversely affected if our Common Stock is not traded on a national securities exchange.

The market price of our Common Stock may be highly volatile, and you could lose all or part of your investment.

The trading price of our Common Stock is likely to be volatile. Upon the consummation of this offering, we will have a relatively small public float due to the relatively small size of the offering, and the concentrated ownership of our Common Stock among our executive officers, directors, and greater than 5% stockholders. As a result of our small public float, our Common Stock may be less liquid and have greater stock price volatility than the common stock of companies with broader public ownership.

Our stock price could be subject to wide fluctuations in response to a variety of other factors, which include:

●	whether we achieve our anticipated corporate objectives;
●	changes in financial or operational estimates or projections;
●	termination of the lock-up agreement or other restrictions on the ability of our stockholders and other security holders to sell shares after this offering; and
●	general economic or political conditions in the United States or elsewhere.

In addition, the stock market in general has recently experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Such rapid and substantial price volatility, including any stock run-up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our stock. This volatility may prevent you from being able to sell your securities at or above the price you paid for your securities. If the market price of our Common Stock after the offering does not exceed the offering price, you may not realize any return on your investment in us and may lose some or all of your investment.

	(30)	5 Units issued in the Newbridge Private Placement Offering which includes (a) 250,000 shares of Common Stock issuable upon conversion of 5 shares of Series A Preferred Stock, and (b) 312,500 shares of Common Stock issuable upon the exercise of Warrants at an exercise price of $0.24 per share.
	(31)	5 Units issued in the Newbridge Private Placement Offering which includes (a) 250,000 shares of Common Stock issuable upon conversion of 5 shares of Series A Preferred Stock, and (b) 312,500 shares of Common Stock issuable upon the exercise of Warrants at an exercise price of $0.24 per share.
	(32)	4 Units issued in the Newbridge Private Placement Offering which includes (a) 200,000 shares of Common Stock issuable upon conversion of 4 shares of Series A Preferred Stock, and (b) 250,000 shares of Common Stock issuable upon the exercise of Warrants at an exercise price of $0.24 per share.
	(33)	4 Units issued in the Newbridge Private Placement Offering which includes (a) 200,000 shares of Common Stock issuable upon conversion of 4 shares of Series A Preferred Stock, and (b) 250,000 shares of Common Stock issuable upon the exercise of Warrants at an exercise price of $0.24 per share.
	(34)	3 Units issued in the Newbridge Private Placement Offering which includes (a) 150,000 shares of Common Stock issuable upon conversion of 3 shares of Series A Preferred Stock, and (b) 187,500 shares of Common Stock issuable upon the exercise of Warrants at an exercise price of $0.24 per share.
	(35)	3 Units issued in the Newbridge Private Placement Offering which includes (a) 150,000 shares of Common Stock issuable upon conversion of 3 shares of Series A Preferred Stock, and (b) 187,500 shares of Common Stock issuable upon the exercise of Warrants at an exercise price of $0.24 per share.
	(36)	3 Units issued in the Newbridge Private Placement Offering which includes (a) 150,000 shares of Common Stock issuable upon conversion of 3 shares of Series A Preferred Stock, and (b) 187,500 shares of Common Stock issuable upon the exercise of Warrants at an exercise price of $0.24 per share.
	(37)	2 Units issued in the Newbridge Private Placement Offering which includes (a) 100,000 shares of Common Stock issuable upon conversion of 2 shares of Series A Preferred Stock, and (b) 125,000 shares of Common Stock issuable upon the exercise of Warrants at an exercise price of $0.24 per share.
	(38)	2 Units issued in the Newbridge Private Placement Offering which includes (a) 100,000 shares of Common Stock issuable upon conversion of 2 shares of Series A Preferred Stock, and (b) 125,000 shares of Common Stock issuable upon the exercise of Warrants at an exercise price of $0.24 per share.
	(39)	1 Unit issued in the Newbridge Private Placement Offering which includes (a) 50,000 shares of Common Stock issuable upon conversion of 1 share of Series A Preferred Stock, and (b) 62,500 shares of Common Stock issuable upon the exercise of Warrants at an exercise price of $0.24 per share.
	(40)	1 Unit issued in the Newbridge Private Placement Offering which includes (a) 50,000 shares of Common Stock issuable upon conversion of 1 share of Series A Preferred Stock, and (b) 62,500 shares of Common Stock issuable upon the exercise of Warrants at an exercise price of $0.24 per share.
	(41)	1 Unit issued in the Newbridge Private Placement Offering which includes (a) 50,000 shares of Common Stock issuable upon conversion of 1 share of Series A Preferred Stock, and (b) 62,500 shares of Common Stock issuable upon the exercise of Warrants at an exercise price of $0.24 per share.
	(42)	1 Unit issued in the Newbridge Private Placement Offering which includes (a) 50,000 shares of Common Stock issuable upon conversion of 1 share of Series A Preferred Stock, and (b) 62,500 shares of Common Stock issuable upon the exercise of Warrants at an exercise price of $0.24 per share.
	(43)	1 Unit issued in the Newbridge Private Placement Offering which includes (a) 50,000 shares of Common Stock issuable upon conversion of 1 share of Series A Preferred Stock, and (b) 62,500 shares of Common Stock issuable upon the exercise of Warrants at an exercise price of $0.24 per share.
	(44)	1 Unit issued in the Newbridge Private Placement Offering which includes (a) 50,000 shares of Common Stock issuable upon conversion of 1 share of Series A Preferred Stock, and (b) 62,500 shares of Common Stock issuable upon the exercise of Warrants at an exercise price of $0.24 per share.
	(45)	1 Unit issued in the Newbridge Private Placement Offering which includes (a) 50,000 shares of Common Stock issuable upon conversion of 1 share of Series A Preferred Stock, and (b) 62,500 shares of Common Stock issuable upon the exercise of Warrants at an exercise price of $0.24 per share.
	(46)	1 Unit issued in the Newbridge Private Placement Offering which includes (a) 50,000 shares of Common Stock issuable upon conversion of 1 share of Series A Preferred Stock, and (b) 62,500 shares of Common Stock issuable upon the exercise of Warrants at an exercise price of $0.24 per share.
	(47)	1 Unit issued in the Newbridge Private Placement Offering which includes (a) 50,000 shares of Common Stock issuable upon conversion of 1 share of Series A Preferred Stock, and (b) 62,500 shares of Common Stock issuable upon the exercise of Warrants at an exercise price of $0.24 per share.
	(48)	1 Unit issued in the Newbridge Private Placement Offering which includes (a) 50,000 shares of Common Stock issuable upon conversion of 1 share of Series A Preferred Stock, and (b) 62,500 shares of Common Stock issuable upon the exercise of Warrants at an exercise price of $0.24 per share.
	(49)	1 Unit issued in the Newbridge Private Placement Offering which includes (a) 50,000 shares of Common Stock issuable upon conversion of 1 share of Series A Preferred Stock, and (b) 62,500 shares of Common Stock issuable upon the exercise of Warrants at an exercise price of $0.24 per share.
	(50)	4 Units issued in the Newbridge Private Placement Offering which includes (a) 200,000 shares of Common Stock issuable upon conversion of 4 shares of Series A Preferred Stock, and (b) 250,000 shares of Common Stock issuable upon the exercise of Warrants at an exercise price of $0.24 per share.

If you purchase our Common Stock in the offering, you will suffer immediate and substantial dilution of your investment.

The offering price of the Common Stock is substantially higher than the net tangible book value per share. Therefore, if you purchase Common Stock in the offering, your interest will be diluted immediately to the extent of the difference between the offering price and the net tangible book value per share after this offering. See “Dilution.”

We have broad discretion in the use of our net proceeds from the Common Stock sold in the offering and may not use them effectively.

Our management will have broad discretion in the application of the net proceeds from this offering and could spend the proceeds in ways that do not improve our operating results or enhance the value of our Common Stock. Our stockholders may not agree with the manner in which our management chooses to allocate and spend the net proceeds. The failure of our management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business and cause the price of our Common Stock to decline. Pending their use, we may invest our net proceeds from this offering in a manner that does not produce income, or that loses value. See “Use of Proceeds” in this prospectus.

There has been no independent valuation of our stock, which means that our Common Stock may be worth less than the offering price in the offering.

The per share purchase price in the offering has been determined by us without independent valuation of our shares of Common Stock. We established the offering price based on management’s estimate of the valuation of the Company’s shares of Common Stock. This valuation is highly speculative and arbitrary. There is no relation to the market value, book value, or any other established criteria. We did not obtain an independent appraisal opinion on the valuation of our shares. Our shares of Common Stock may have a value significantly less than the offering price, and the shares may never obtain a value equal to or greater than the offering price.

If securities industry analysts do not publish research reports on us, or publish unfavorable reports on us, then the market price and market trading volume of our Common Stock could be negatively affected.

Any trading market for our Common Stock may be influenced in part by any research reports that securities industry analysts publish about us. We do not currently have and may never obtain research coverage by securities industry analysts. If no securities industry analysts commence coverage of us, the market price and market trading volume of our Common Stock could be negatively affected. In the event we are covered by analysts, and one or more of such analysts downgrade our securities, or otherwise reports on us unfavorably, or discontinues coverage of us, the market price and market trading volume of our Common Stock could be negatively affected.

Future issuances of debt securities, which would rank senior to our Common Stock upon any bankruptcy or liquidation, and future issuances of preferred stock, which could rank senior to our Common Stock for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able to achieve from an investment in our Common Stock.

In the future, we may attempt to increase our capital resources by offering debt securities. Upon bankruptcy or liquidation, holders of our debt securities, and lenders with respect to other borrowings we may make, would receive distributions of our available assets prior to any distributions being made to holders of our Common Stock. Moreover, if we issue preferred stock, the holders of such preferred stock could be entitled to preferences over holders of Common Stock in respect of the payment of dividends and the payment of liquidating distributions. Because our decision to issue debt or preferred stock in any future offering, or borrow money from lenders, will depend in part on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any such future offerings or borrowings. Holders of our Common Stock must bear the risk that any future offerings we conduct or borrowings we make may adversely affect the level of return, if any, they may be able to achieve from an investment in our Common Stock.

	(51)	4 Units issued in the Newbridge Private Placement Offering which includes (a) 200,000 shares of Common Stock issuable upon conversion of 4 shares of Series A Preferred Stock, and (b) 250,000 shares of Common Stock issuable upon the exercise of Warrants at an exercise price of $0.24 per share.
	(52)	3 Units issued in the Newbridge Private Placement Offering which includes (a) 150,000 shares of Common Stock issuable upon conversion of 3 shares of Series A Preferred Stock, and (b) 187,500 shares of Common Stock issuable upon the exercise of Warrants at an exercise price of $0.24 per share.
	(53)	2 Units issued in the Newbridge Private Placement Offering which includes (a) 100,000 shares of Common Stock issuable upon conversion of 2 shares of Series A Preferred Stock, and (b) 125,000 shares of Common Stock issuable upon the exercise of Warrants at an exercise price of $0.24 per share.
	(54)	0.67th of a Unit in the Newbridge Private Placement Offering which includes (a) 33,333 shares of Common Stock issuable upon conversion of 2 shares of Series A Preferred Stock, and (b) 41,667 shares of Common Stock issuable upon the exercise of Warrants at an exercise price of $0.24 per share.
	(55)	Includes 440,000 shares of Common Stock issued pursuant to a convertible promissory note dated May 5, 2023 and converted at $0.23 per share on April 5, 2024.
	(56)	Includes 440,000 shares of Common Stock issued pursuant to a convertible promissory note dated May 5, 2023 and converted at $0.23 per share on April 5, 2024.
	(57)	The shares of Common Stock were issued pursuant to a convertible note in the 2022 Private Placement Offering and converted on May 15, 2024 at a conversion price of $0.075 per share.
	(58)	The shares of Common Stock were issued pursuant to a convertible note in the 2022 Private Placement Offering and converted on May 15, 2024 at a conversion price of $0.075 per share. Scott Peters has sole voting and dispositive power over the shares of Common Stock held by PV Partners LP.
	(59)	The shares of Common Stock were issued pursuant to a convertible note in the 2022 Private Placement Offering and converted on May 15, 2024 at a conversion price of $0.075 per share.
	(60)	The shares of Common Stock issued to Guy Amico, an assignee of Newbridge Securities Corporation, were issued in consideration for placement agent fees for the Newbridge Private Placement Offering.
	(61)	The shares of Common Stock issued to Scott H. Goldstein, an assignee of Newbridge Securities Corporation, were issued in consideration for placement agent fees for the Newbridge Private Placement Offering.
	(62)	The shares of Common Stock issued to Bruce Jordan, an assignee of Newbridge Securities Corporation, were issued in consideration for placement agent fees for the Newbridge Private Placement Offering.
	(63)	The shares of Common Stock issued to Howard Yeager, an assignee of Newbridge Securities Corporation, were issued in consideration for placement agent fees for the Newbridge Private Placement Offering.
	(64)	The shares of Common Stock issued to John Zaffarano, an assignee of Newbridge Securities Corporation, were issued in consideration for placement agent fees for the Newbridge Private Placement Offering.
	(65)	The shares of Common Stock issued to Thomas Casolaro, an assignee of Newbridge Securities Corporation, were issued in consideration for placement agent fees for the Newbridge Private Placement Offering.
	(66)	The shares of Common Stock issued to Robert P. Spitler, an assignee of Newbridge Securities Corporation, were issued in consideration for placement agent fees for the Newbridge Private Placement Offering.
	(67)	The shares of Common Stock issued to James Williams, an assignee of Newbridge Securities Corporation, were issued in consideration for placement agent fees for the Newbridge Private Placement Offering.
	(68)	The shares of Common Stock issued to John Moy, an assignee of Newbridge Securities Corporation, were issued in consideration for placement agent fees for the Newbridge Private Placement Offering.
	(69)	The shares of Common Stock issued to Robert J. Raab TTEE \| Robert J. Raab Revocable Trust, an assignee of Newbridge Securities Corporation, were issued in consideration for placement agent fees for the Newbridge Private Placement Offering. Robert J. Raab is the trustee of the Robert J. Raab TTEE \| Robert J. Raab Revocable Trust.
	(70)	The shares of Common Stock issued to Giovina Buddie, an assignee of Newbridge Securities Corporation, were issued in consideration for placement agent fees for the Newbridge Private Placement Offering.
	(71)	The shares of Common Stock issued to Sherrie Stalzer, an assignee of Newbridge Securities Corporation, were issued in consideration for placement agent fees for the Newbridge Private Placement Offering.
	(72)	The shares of Common Stock issued to Geronal Hurdle, an assignee of Newbridge Securities Corporation, were issued in consideration for placement agent fees for the Newbridge Private Placement Offering.
	(73)	The shares of Common Stock issued to Janine Talley, an assignee of Newbridge Securities Corporation, were issued in consideration for placement agent fees for the Newbridge Private Placement Offering.
	(74)	The shares of Common Stock were issued pursuant to a consulting agreement with the Company dated March 20, 2024 in consideration for providing strategic consulting services. Alfono Rivera-Revilla has sole voting and dispositive power over the shares of Common Stock held by of Stonefield Fund LLC.
	(75)	Includes (a) 83,333 shares of Common Stock issued to Intelligent Investments I LLC, an assignee of the Crone Law Group P.C, issued in consideration for legal services for the Newbridge Private Placement Offering, and (b) 125,000 shares of Common Stock issued to Intelligent Investments I LLC, an assignee of the Crone Law Group P.C, issued in consideration for legal services for filing the Company’s registration statement relating to the Newbridge Private Placement Offering. Mark Crone has sole voting and dispositive power over the shares of Common Stock held by Intelligent Investments I LLC.
	(76)	The shares of Common Stock issued to Camilo Qunitero, an assignee of Newbridge Securities Corporation, were issued in consideration for placement agent fees for the Newbridge Private Placement Offering.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that can involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future results of operations and financial position, business strategy, prospective products, product approvals, research and development costs, future revenue, timing and likelihood of success, plans and objectives of management for future operations, future results of anticipated prospects, plans and objectives of management are forward-looking statements. Words such as “anticipate”, “estimate”, “expect”, “project”, “plan”, “intend”, “believe”, “may”, “might”, “will”, “should”, “can have”, “likely” and similar expressions are used to identify forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected.

We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Accordingly, our actual results could differ materially from those projected in the forward-looking statements for many reasons, including the risk factors listed in “Risk Factors” beginning on page 5 of this prospectus and elsewhere in or in the documents incorporated by reference in this prospectus.

All forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements as well as others made in this prospectus and hereafter in our other Commission filings and public communications.

You should evaluate all forward-looking statements made by us in the context of all risks and uncertainties described with respect to our business. We caution you that the risks and uncertainties identified by us may not be all of the factors that are important to you. Furthermore, the forward-looking statements included in this report are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

INDUSTRY AND OTHER DATA

This prospectus contains industry, market, and competitive position data from our internal estimates and research, industry and general publications, research surveys, and studies conducted by third parties. Industry publications, studies, and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. Our internal data and estimates are based on information obtained from trade and business organizations and other contacts in the markets we operate and our management’s understanding of industry conditions. While we believe each of these studies and publications are reliable, we have not independently verified market and industry data from third-party sources. While we believe our internal company research is reliable and the market definitions are appropriate, an independent source has verified neither such research nor definitions.

The industry in which we operate is subject to risks and uncertainties due to various factors, including those described in the section titled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

USE OF PROCEEDS

We estimate that the net proceeds to us from our issuance and sale in this offering will be approximately $4,600,000, assuming a public offering price of at an assumed public offering price per share of $6.40 (as adjusted for the proposed 1:20 reverse stock split), based on the last reported sale price of our common stock on the OTCID Basic Market on , 2025, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriter’s over-allotment option is exercised in full, we estimate that our net proceeds will be approximately $5,290,000.

~~PLAN~~We currently anticipate that we will use the net OFproceeds ~~DISTRIBUTION~~of approximately $4,600,000 from this offering, together with our existing resources, as follows:

~~The Selling~~● ~~Stockholders~~$700,000 ~~and~~to ~~any~~complete the last phase of ~~their~~an ~~respective~~updated ~~pledgees,~~PEA ~~assignees~~Report ~~and~~that ~~successors-~~has already been in~~-interest~~ process since June 2024. The management team believes that it may, ~~from~~show ~~time~~favorable toand ~~time,~~compelling ~~sell~~economic ~~any~~results orbased ~~all of~~on ~~their~~successful ~~securities~~technical ~~covered~~work ~~hereby~~completed in 2024 on ~~any~~ore ~~trading~~sorting, ~~market~~scanning, ~~stock~~and ~~exchange~~demonstrated orvariability ~~other~~of ~~trading~~our ~~facility~~orebody. on● ~~which~~$1,200,000 ~~the~~for ~~securities~~SG&A ~~are~~● ~~traded or~~$1,200,000 infor ~~private~~the ~~transactions~~retirement of certain debt. ~~These~~● ~~sales~~$1,000,000 ~~will~~towards bea at2026 ~~fixed~~Drilling ~~prices.~~Program ~~The~~that ~~Selling~~would ~~Stockholders~~be ~~may~~a ~~use~~first ~~any~~phase ~~one~~of orpreliminary ~~more~~ work of a Prefeasibility Study. ● $500,000 to purchase the ~~following~~Property ~~methods~~as ~~when~~defined ~~selling~~in ~~securities:~~the Amended MCA.

●The expected onuse ~~any~~of ~~national~~net ~~securities~~proceeds ~~exchange~~from orthis ~~quotation~~offering ~~service~~represents onour ~~which~~intentions ~~the~~based ~~securities~~upon ~~may~~our becurrent ~~listed~~plans ~~or quoted at the time of sale; ● in the over-the-counter market; ● ordinary brokerage transactions~~ and ~~transactions~~business inconditions, which could ~~the~~change ~~broker-dealer solicits purchasers; ● block trades~~ in ~~which~~ the ~~broker-dealer~~future ~~will~~as ~~attempt~~our toplans ~~sell~~and ~~the~~business ~~shares~~conditions asevolve. ~~agent,~~The ~~but~~amounts ~~may position~~ and ~~resell~~timing ~~a portion~~ of ~~the~~our ~~block~~actual asexpenditures ~~principal~~may tovary ~~facilitate~~significantly depending ~~the~~on ~~transaction;~~numerous ●factors, ~~purchases~~including bythe aprogress ~~broker-dealer~~of asour ~~principal~~development and ~~resale~~any byunforeseen ~~the~~cash ~~broker-dealer~~needs. ~~for~~As ~~its~~a ~~account;~~result, ●our anmanagement ~~exchange~~will retain ~~distribution~~broad indiscretion ~~accordance~~over ~~with~~ the ~~rules~~allocation of the ~~applicable~~net ~~exchange;~~proceeds. ●We ~~privately~~cannot ~~negotiated~~specify ~~transactions;~~with ●certainty ~~short~~all ~~sales effected after the date the registration statement~~ of ~~which this prospectus is a part is declared effective by~~ the ~~SEC;~~particular ●uses ~~through~~for the net ~~writing~~proceeds orto ~~settlement~~be ofreceived ~~options~~upon ~~or other hedging transactions, whether through an options exchange or otherwise; ● broker-dealers may agree with~~ the ~~Selling~~closing ~~Stockholders to sell a specified number~~ of ~~such~~this ~~shares at a stipulated price per share; ● a combination of any such methods of sale; and ● any other method permitted by applicable law~~offering.

~~The~~DIVIDEND Selling Stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of Common Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of Common Stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of Selling Stockholders to include the pledgee, transferee or other successors in interest as Selling Stockholders under this prospectus. The Selling Stockholders also may transfer the shares of Common Stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.POLICY

InWe ~~connection~~presently ~~with~~intend ~~the~~to ~~sale~~retain of our ~~Common Stock or interests therein~~earnings, ~~the~~if ~~Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions~~any, ~~which~~to ~~may~~finance ~~in turn engage in short sales of~~ the ~~Common~~development ~~Stock~~and ingrowth ~~the course~~ of ~~hedging the positions they assume. The Selling Stockholders may also sell shares of~~ our ~~Common~~business ~~Stock~~and ~~short~~operations and ~~deliver~~do ~~these~~not ~~securities to close~~anticipate ~~out~~declaring ~~their short positions,~~ or ~~loan~~paying orcash ~~pledge~~dividends ~~the~~on our Common Stock ~~to broker-dealers that~~ in ~~turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or~~ the ~~creation~~foreseeable of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction)future.

~~The~~Any ~~aggregate~~future ~~proceeds~~determination as to the ~~Selling~~declaration ~~Stockholders~~and ~~from~~payment ~~the sale~~ of ~~the~~dividends, ~~Common~~if ~~Stock~~any, ~~offered by them~~ will be at the ~~purchase~~discretion ~~price~~ of ~~the~~our ~~Common Stock~~board ~~less discounts or commissions, if any. Each~~ of ~~the~~directors ~~Selling~~and will ~~Stockholders~~depend ~~reserves~~on ~~the~~then-existing ~~right to accept and~~conditions, ~~together~~including ~~with~~our ~~their~~operating ~~agents from~~results, ~~time~~financial ~~to time~~condition, tocontractual ~~reject~~restrictions, incapital ~~whole~~requirements, business ~~or in part~~prospects, ~~any~~and ~~proposed~~other ~~purchase~~factors ofour ~~Common~~board ~~Stock to be made directly or through agents. We will not receive any~~ of ~~the~~directors ~~proceeds~~may ~~from~~deem ~~this offering~~relevant.

The Selling Stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of 1933, provided that they meet the criteria and conform to the requirements of that rule.CAPITALIZATION

The ~~Selling~~following ~~Stockholders~~table ~~and~~sets ~~any~~forth ~~underwriters, broker-dealers or agents that participate in the sale of~~ our ~~Common~~capitalization ~~Stock~~as ~~or interests therein may be “underwriters” within the meaning~~ of ~~Section~~July ~~2(11) of the Securities Act. Any discounts~~31, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.2025

	●	on an actual basis; and

	●	on an as adjusted basis to reflect (i) the issuance and sale of shares of Common Stock by us in this offering at the public offering price of $6.40 (as adjusted for the proposed 1:20 reverse stock split) per share (based on the last reported sale price of our common stock on the OTCID Basic Market on , 2025); (ii) the issuance and sale of the shares of Common Stock by us in this offering with full exercise of the over-allotment option at the public offering price of $6.40 (as adjusted for the proposed 1:20 reverse stock split) per share (the mid-point of the range set forth on the cover page of this prospectus); and (iii) debt conversion and repayment.

ToYou ~~the~~should ~~extent~~read ~~required,~~this ~~the~~capitalization ~~shares~~table ofin ~~our~~conjunction ~~Common~~with ~~Stock~~“Use ~~to be sold, the names~~ of ~~the Selling Stockholders~~Proceeds,” ~~the~~“Management’s ~~respective~~Discussion ~~purchase~~and ~~prices~~Analysis ~~and~~of ~~public~~Financial ~~offering~~Condition ~~prices,~~and ~~the~~Results ~~names~~ of ~~any~~Operations” ~~agents,~~and ~~dealer~~the orconsolidated ~~underwriter,~~financial ~~any~~statements ~~applicable~~and ~~commissions~~the orrelated ~~discounts~~notes ~~with~~appearing ~~respect to a~~elsewhere ~~particular offer will be set forth~~ in ~~an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes~~ this prospectus.

In order to comply with the securities laws of some states, if applicable, the Common Stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the Common Stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

	As of July 31, 2025
				Pro Forma As adjusted⁽¹⁾
	Actual (Unaudited)			Without Exercise of the Over-allotment Option
Cash and cash equivalents	$	1,555		$	4,601,555
Total assets	$	272,493		$	4,872,493
Debt	$	5,387,538		$	5,387,538
Total liabilities	$	5,865,299			5,865,299
Preferred stock, $0.001 par value, 10,000,000 shares authorized, 196.67 shares issued and outstanding at July 31, 2025 Common Stock, $1.001 par value 100,000,000 shares authorized, 265,860,511 (13,293,026 as adjusted for a proposed 1:20 reverse stock split) issued and outstanding at July 31, 2025; as adjusted	$	265,861		$	14,074
Additional paid-in capital	$	32,745,127		$	37,596,914
Total equity	$	(5,592,806	)	$	(992,806	)
Total capitalization	$	(2,365,180	)	$	2,234,820

~~We have~~(1) ~~advised~~Reflects the ~~Selling~~sale ~~Stockholders~~of ~~that~~our ~~the~~Common ~~anti-manipulation~~Stock ~~rules~~in ofthis ~~Regulation~~offering Mat ~~under~~ the ~~Exchange~~public ~~Act~~offering ~~may~~price ~~apply to sales~~ of ~~shares in~~$6.40 ~~the~~(as ~~market~~adjusted ~~and~~for to the ~~activities~~proposed of1:20 ~~the~~reverse ~~Selling~~stock ~~Stockholders~~split) ~~and~~per ~~their~~share ~~affiliates.~~(based Inon ~~addition, to~~ the ~~extent~~last ~~applicable~~reported wesale ~~will~~price ~~make copies~~ of ~~this~~our ~~prospectus~~common ~~(as~~stock iton ~~may~~the beOTCID ~~supplemented~~Basic orMarket ~~amended~~on ~~from~~, ~~time to time~~2025), ~~available~~this toand ~~the~~after ~~Selling~~deducting ~~Stockholders for~~ the ~~purpose of~~estimated ~~satisfying~~underwriting ~~the~~discounts, ~~prospectus~~and ~~delivery~~estimated ~~requirements~~offering ofexpenses ~~the~~payable ~~Securities~~by ~~Act~~us. ~~The~~Additional ~~Selling~~paid-in ~~Stockholders~~capital ~~may~~reflects ~~indemnify~~the ~~any~~net ~~broker-dealer~~proceeds ~~that participates~~we inexpect ~~transactions~~to ~~involving~~receive, ~~the~~after ~~sale~~deducting of the ~~shares~~underwriting ~~against~~discounts, ~~certain~~accountable ~~liabilities,~~expense ~~including~~allowance ~~liabilities~~and ~~arising~~estimated ~~under~~offering ~~the~~expenses ~~Securities Act~~payable by us.

WeThe ~~have~~number ~~agreed~~of toshares ~~indemnify~~of ~~the~~Common ~~Selling~~Stock ~~Stockholders~~outstanding ~~against~~is ~~liabilities~~based on 265,860,511 ~~including~~(13,293,026 ~~liabilities~~as ~~under~~adjusted ~~the~~for ~~Securities~~a ~~Act~~proposed ~~and~~1:20 ~~state~~reverse ~~securities~~stock split) ~~laws~~shares of Common Stock issued and outstanding as of July 31, ~~relating~~2025, toand ~~the~~excludes ~~registration~~an aggregate of ~~the~~68,690,900 (3,434,545 as adjusted for a proposed 1:20 reverse stock split) shares ~~offered~~of byCommon ~~this~~Stock ~~prospectus.~~issuable upon the exercise of stock options and warrants:

~~We have~~● ~~agreed~~24,120,000 ~~with~~(1,206,000 ~~the~~as ~~Selling~~adjusted ~~Stockholders~~for tothe ~~keep~~proposed ~~the~~1:20 ~~registration~~reverse ~~statement~~stock split) shares of ~~which~~Common ~~this~~Stock ~~prospectus~~issuable ~~constitutes~~upon athe ~~part~~exercise ~~effective~~of ~~until the~~stock ~~earlier~~options at a weighted average price of $0.125 (i)$2.50 ~~the~~as ~~date~~adjusted ~~that~~for ~~such~~the ~~securities~~proposed ~~become~~reverse ~~eligible~~stock ~~for~~split). ~~resale~~● ~~without~~54,616,245 ~~volume~~(2,730,812 oras ~~manner-of-sale~~adjusted ~~restrictions~~for ~~and~~the ~~without current~~proposed ~~public~~reverse ~~information~~stock ~~pursuant~~split) toshares ~~Rule~~of ~~144~~Common ~~under~~Stock issuable upon the ~~Securities~~exercise ~~Act~~of orwarrants ~~any~~at ~~other~~a ~~rule~~weighted ofaverage ~~similar~~price ~~effect,~~of $0.1713 (~~ii)~~$3.43 ~~all~~as ofadjusted for the ~~securities have~~proposed ~~been~~reverse ~~sold~~stock ~~pursuant~~split) toand ~~this~~● ~~prospectus~~Up orto ~~Rule~~491,675 ~~144~~(24,584 ~~under~~as ~~the~~adjusted ~~Securities~~for ~~Act~~the orproposed ~~any~~reverse ~~other~~stock ~~rule~~split) shares of ~~similar~~Common ~~effect~~Stock orissuable ~~(iii)~~upon the ~~third anniversary~~conversion of ~~the~~outstanding ~~closing~~shares of ~~the~~Series ~~Private~~A ~~Placement.~~Preferred Stock

~~Penny~~Except ~~Stock~~as ~~Rules~~otherwise indicated, all information in this prospectus assumes:

~~The Commission~~● ~~has~~no ~~adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) of less than $5.00 per share or an~~ exercise ~~price~~ of ~~less than $5.00 per share, subject to certain exceptions. Our securities are covered by~~ the ~~penny stock rules, which impose additional sales practice requirements on broker~~over-~~dealers~~allotment ~~who~~option; ~~sell to persons other than established customers~~ and ~~“institutional~~● ~~accredited~~no ~~investors.”~~exercise ~~The term “institutional accredited investor” refers generally to those accredited investors who are not natural persons and fall into one~~ of the ~~categories~~representative’s ~~of accredited investor specified in subparagraphs (1), (2), (3), (7) or (8) of Rule 501 of Regulation D promulgated under the Securities Act, including institutions with assets in excess of $5,000,000~~warrants.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form required by the SEC, and impose a waiting period of two business days before effecting the transaction. The risk disclosure document provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account.DILUTION

~~The~~If ~~bid~~you ~~and~~invest ~~offer~~in ~~quotations,~~our ~~and~~Common ~~the~~Stock, ~~broker-dealer~~your ~~and~~interest ~~salesperson~~will ~~compensation information, must~~ be ~~given~~diluted toimmediately ~~the customer orally or in writing prior~~ to ~~effecting~~ the ~~transaction~~extent ~~and~~of ~~must be given to~~ the ~~customer~~difference inbetween ~~writing before or with~~ the ~~customer’s~~public ~~confirmation.~~offering Inprice ~~addition,~~per ~~the~~share ~~penny~~you ~~stock~~will ~~rules~~pay ~~require that prior to a transaction~~ in athis ~~penny~~offering ~~stock~~and ~~not otherwise exempt from these rules,~~ the ~~broker-dealer must~~adjusted ~~make~~net atangible ~~special~~book ~~written~~value ~~determination~~per ~~that~~share ~~the~~of ~~penny~~our ~~stock~~Common isStock aafter ~~suitable~~this ~~investment for the purchaser and receive the purchaser’s written agreement to the transaction~~offering.

~~These~~The ~~disclosure~~historical ~~requirements~~net ~~may~~tangible ~~have~~book ~~the~~value ~~effect~~ of ~~reducing~~our ~~the~~Common ~~level~~Stock as of ~~trading~~July ~~activity~~31, in2025 ~~the~~was ~~secondary~~approximately ~~market~~$(5,592,806) ~~for~~or ~~the~~$(0.02) per ~~stock~~share ~~that~~based isupon ~~subject to~~265,860,511 ~~these~~shares ~~penny~~of ~~stock~~Common ~~rules~~Stock outstanding ($(0.42) ~~Consequently~~per share based upon 13,293,026 ~~these~~shares ~~penny~~of ~~stock~~Common ~~rules~~Stock ~~may~~outstanding as ~~affect~~adjusted ~~the~~for ~~ability~~a ofproposed ~~broker-dealers~~1:20 toreverse ~~trade~~stock ~~our~~split) ~~securities~~on such date. ~~We believe~~Historical ~~that~~net ~~the~~tangible ~~penny~~book ~~stock~~value ~~rules~~per ~~discourage~~share ~~investor~~represents ~~interest~~the inamount of ~~and~~our ~~limit~~total tangible assets reduced by the ~~marketability~~amount of our ~~common~~total ~~stock~~liabilities, divided by the total number of shares of Common Stock outstanding.

Following this offering, our adjusted net tangible book value of our Common Stock will be $(0.07) per share. Adjusted net tangible book value per share represents adjusted net tangible book value divided by the total number of shares outstanding after giving effect to the sale of the shares in this offering at the assumed public offering price of $6.40 (as adjusted for the proposed 1:20 reverse stock split) per share, after deducting underwriting discounts and commissions and other estimated offering expenses payable by us. This represents an immediate increase in adjusted net tangible book value of $0.35 per share to existing stockholders and an immediate dilution of $5.78 per share to investors purchasing shares of Common Stock in this offering at the assumed public offering price.

The following table illustrates this dilution on a per share basis to new investors:

Assumed public offering price per share	$	6.40
Net tangible book value per share as of July 31, 2025	$	(0.42	)
Increase per share attributable to this offering	$	0.35
As adjusted net tangible book value per share after this offering	$	(0.07	)
Dilution per share to new investors in this offering	$	5.78

If the underwriters’ over-allotment option is exercised in full, our adjusted net tangible book value following the offering will be $(0.069) per share, and the dilution to investors purchasing shares of Common Stock in this offering will be $5.73 per share.

The number of shares of Common Stock outstanding is based on 265,860,511 shares of Common Stock issued and outstanding (13,293,026 shares of Common Stock issued and outstanding as adjusted for a proposed 1:20 reverse stock split) as of July 31, 2025 and excludes an aggregate of 68,690,900 shares of Common Stock issued and outstanding (3,434,545 shares of Common Stock issued and outstanding as adjusted for a proposed 1:20 reverse stock split) issuable upon the exercise of stock options and warrants.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion and analysis of financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this report. The information and financial data discussed below is only a summary and should be read in conjunction with the historical financial statements and related notes herein. The financial statements fully represent the Company’s financial condition and operations; however, they are not indicative of the Company’s future performance. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this prospectus.

Nature of Operations

The Company is in the process of exploring its mineral right interests in the United States and at the date of these consolidated financial statements, has not yet determined whether any of its mineral properties contain economically recoverable mineral reserves. Accordingly, the carrying amount of mineral right interests represents cumulative expenditures incurred to date and does not necessarily reflect present or future values. The recovery of these costs is dependent upon the discovery of economically recoverable mineral reserves and the ability of the Company to obtain the necessary financing to complete their exploration and development and to resolve any environmental, regulatory, or other constraints. Uncertainty also exists with respect to the recoverability of the carrying value of certain mineral right interests. The ability of the Company to realize its investment in resource properties is contingent upon the maintenance and integrity of the Company’s title to such properties.

Mining Operations

To determine material mining operations in accordance with subpart 1300 of SEC Regulation S-K, management considered both quantitative and qualitative factors, assessed in the context of the Company’s overall business and financial condition. The Company concluded that, as of the date of the filing of this Report, its sole material mining operation is the CuMo Project. The Company will update its assessment of individual material ~~mines~~mining properties on an annual basis.

The information relating to such sole material mining operation is contained in the technical report summary (“TRS”) relating to the CuMo Project prepared in compliance with the Item 601(b)(96) and subpart 1300 of Regulation S-K. Reference should be made to the full text of the TRS, a copy of which was filed as Exhibit 96.1 to the Current Report on Form 8-K, dated January 27, 2023.

Pursuant to Item 1302(b)(5) of Regulation S-K (17 C.F.R. §229.1302(b)(5)), the Company states that the TRS was prepared by Shaun M. Dykes (our former Vice President and former Director), M. Sc. (Eng), P. Geo of Geologic Systems, Ltd. Mr. Dykes is currently serving as a technical advisor to the registrant. Mr. Dykes meets the qualifications specified under the definition of “~~qualified~~Qualified ~~person~~Person” under Item 1300 of Regulation S-K.

No assurances can be given that any of these plans will come to fruition or that if implemented they will necessarily yield positive results.

Going Concern Qualification

Several conditions and events cast substantial doubt about the Company’s ability to continue as a going concern. The Company has incurred cumulative net losses of $37,142,942 from its inception to January 31, 2025, and requires capital for its contemplated operational and marketing activities to take place. The Company’s ability to raise additional capital through debt or future issuances of capital stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern. The Report of our independent registered public accountants on our financial statements for the year ended January 31, 2025 states that these conditions, among others, raise substantial doubt about our ability to continue as a going concern.

Exchange Transaction

As a result of the Share Exchange Agreement (as defined herein), which was consummated January 23, 2023, we are no longer a shell company. However, for the fiscal year ended as of December 31, 2022, we were a shell company and did not generate any revenues.

We changed our fiscal year to January 31. The Report of our independent registered public accountants on our financial statements for the year ended January 31, 2024 states that these conditions, among others, raise substantial doubt about our ability to continue as a going concern.

Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes thereto for the ~~years~~three months ended ~~January~~July 31, 2025 and 2024, and ~~2023~~the years ended January 31, 2025, and 2024, and related management discussion herein.

Our consolidated financial statements are stated in U.S. Dollars and are prepared in accordance with US GAAP.

For the three months ended ~~April~~July 3031, ~~2024~~2025, compared to the three months ended ~~April~~July 3031, ~~2023~~2024

Revenue

The Company has had no revenue historically to date.

Operating Expenses

The Company had operating expenses of $~~880~~701,~~337~~469 for the three months ended ~~April~~July 3031, ~~2024~~2025, compared to $~~401~~943,~~156~~460 for the three months ended ~~April~~July 3031, ~~2023~~2024. The ~~increase~~decrease was primarily due to the ~~increase~~decrease in professional fees ($~~258~~28,~~915~~311 for the three months ended ~~April~~July 3031, ~~2024~~2025 compared to $~~129~~81,~~145~~694 for the same period in ~~2023~~2024), decrease in payroll and related expenses ($~~257~~60,~~500~~000 for the three months ended ~~April~~July 3031, 2025 ~~2024~~ compared to $~~107~~195,~~000~~150 for the same period in 2024), rent expense ($~~113,700~~349 for the three months ended ~~April~~July 3031, ~~2024~~2025 compared to $1029,~~500~~ 385 for the same period in ~~2023~~2024), and a decrease in other general and administrative expenses ($~~155~~15,~~598~~309 for the three months ended ~~April~~July 3031, 2025 ~~2024~~ compared to $13272,~~770~~ 423 for the same period in ~~2023~~2024), offset by ~~the~~an ~~decrease~~increase in stock-based compensation ($94597,~~624~~500 for the three months ended ~~April~~July 3031, ~~2024~~2025 compared to $~~140~~364,~~741~~808 for the same period in ~~2023~~2024).

Other Income / Expenses

The Company had other expenses, net, of $~~107~~76,~~508~~495 for the three months ended ~~April~~July 3031, ~~2024~~2025, compared to $~~173~~92,~~845~~521 of ~~income~~expense for the three months ended ~~April~~July 3031. ~~2023~~2024.

Net Loss

The Company had a net loss of $~~987~~777,~~845~~964 for the three months ended ~~April~~July 3031, ~~2024~~2025, compared to $~~575~~1,~~001~~035,981 for the three months ended ~~April~~July 3031, ~~2023~~2024.

For the six months ended July 31, 2025, compared to the six months ended July 31, 2024

Revenue

The Company has had no revenue historically to date.

Operating Expenses

The Company had operating expenses of $1,264,607 for the six months ended July 31, 2025, compared to $1,918,422 for the six months ended July 31, 2024. The decrease was primarily due to the decrease in professional fees ($198,635 for the six months ended July 31, 2025 compared to $340,609 for the same period in 2024), decrease in payroll and related expenses ($125,000 for the six months ended July 31, 2025 compared to $452,650 for the same period in 2024), rent expense ($10,279 for the six months ended July 31, 2025 compared to $143,085 for the same period in 2024), and a decrease in other general and administrative expenses ($55,693 for the six months ended July 31, 2025 compared to $428,022 for the same period in 2024), offset by an increase in stock-based compensation ($875,000 for the six months ended July 31, 2025 compared to $554,056 for the same period in 2024).

Other Income / Expenses

The Company had other expenses, net, of $196,245 for the six months ended July 31, 2025, compared to $161,825 of expense for the six months ended July 31. 2024.

Net Loss

The Company had a net loss of $1,460,852 for the six months ended July 31, 2025, compared to $2,080,247 for the six months ended July 31, 2024.

Liquidity and Capital Resources

As of ~~April~~July 3031, ~~2024~~2025, the Company had cash of $1,~~005,010~~555. We do not have sufficient resources to effectuate our business. We ~~expect to incur expenses offset by revenues during the next twelve months of operations. We~~ estimate that these expenses will be comprised primarily of general expenses including overhead, legal and accounting fees. The Company does not project revenue for the next few years, as is typical in mining companies. The Company has and will continue to raise capital to fund the expenses. To maintain our plan of growth, we need to raise a minimum of an additional $~~750~~20,000,000 for fiscal year 2027. These factors raise substantial doubts about the Company’s ability to continue as a going concern.

Operations used cash of $~~778~~326,~~436~~123 for the ~~three~~six months ended ~~April~~July 3031, ~~2024~~2025, compared to cash used of $~~314~~1,~~653~~599,274 for the same period in ~~2023~~2024.

We used cash in ~~financing~~investing activities of $0 for the ~~three~~six months ended ~~April~~July 3031, ~~2024~~2025, compared to $0 for the same period in ~~2023~~2024.

We had cash provided by financing activities for the ~~three~~six months ended ~~April~~July 3031, ~~2024~~2025, of $1227,~~753,~~000 compared to $02,023,384 for the same period in ~~2023~~2024.

We will have to raise funds to pay for our expenses. We may have to borrow money from shareholders or issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no such arrangements or plans currently in effect, our inability to raise funds for our operations will have a severe negative impact on our ability to remain a viable company.

For the Year Ended January 31, ~~2024~~2025 Compared to the Year Ended January 31, ~~2023~~2024

Revenue

The Company did not have revenues for the year ended January 31, ~~2024~~2025, or January 31, ~~2023~~2024.

Operating expenses

The Company had operating expenses of $34,~~004~~721,~~684~~523 for the year ended January 31, ~~2024~~2025, compared to $43,~~152~~004,~~885~~684 for the year ended January 31, ~~2023~~2024, comprised of the following categories:

	2024		2023		$ Change			% Change
	2025		2024		$ Change			% Change
Professional fees	$	~~524~~912,~~931~~804	$	~~240~~524,~~324~~931		~~284~~387,~~607~~873			~~118~~74	%
Payroll and related expenses		~~318~~157,~~561~~500		~~963~~318,~~055~~561		(~~644~~161,~~494~~061	)		-6751	%
Rent expense		42197,~~000~~415		42,000		-155,415			0370	%
Stock-based stock compensation		2,~~043~~966,~~909~~115		2,~~769~~043,~~292~~909		~~(725~~922,~~383~~206	)		~~-26~~45	%
Other general and administrative expenses		75487,~~283~~689		~~138~~75,~~214~~283		~~(62~~412,~~931~~406	)		~~-46~~548	%
	$	34,~~004~~721,~~684~~523	$	43,~~152~~004,~~885~~684		1,716,839			57	%

Professional fees increased due to increases in costs associated with the costs of being a fully reporting public company and the additional filings required. Payroll and related expenses decreased ~~due~~ toas ~~cash~~officers ~~salary~~and ~~reductions~~employees ~~associated~~converted ~~with~~a ~~our~~significant ~~officers~~amount ~~during~~of aspayroll ~~compared~~into tostock ~~the prior period~~compensation. Stock-based compensation ~~decreased~~ increased due to ~~a reduction in equity-based compensation as management continues to work to reduce dilution of existing shareholders. Additionally,~~ the ~~prior~~conversion ~~year amount included $1.7 million~~ of ~~expense~~accrued ~~related~~payroll ~~to costs associated with the issuance of warrants associated with the extinguishment of ICUMO debt which was replaced by debt~~ and ~~warrants~~consultants’ offees ~~the~~into ~~Company~~Common Stock. General and administrative costs increased due to an increase in the Company’s activity generally as it continues to seek the development of its existing mining claims.

Loss from operations

The Company had a loss from operations of $34,~~004~~721,~~684~~523 for the year ended January 31, ~~2024~~2025, compared to $43,~~152~~004,~~885~~684 for the year ended January 31, ~~2023~~2024.

Other Income / Expenses

The Company had $~~707~~415,~~363~~809 in net other expenses for the year ended January 31, ~~2024~~2025, compared to net other expenses of $~~146~~707,~~585~~363 for the year ended January 31, ~~2023~~2024.

Net loss

The Company had a net loss of $35,~~712~~137,~~047~~332 for the year ended January 31, ~~2024~~2025, compared to $43,~~299~~712,~~470~~047 for the year ended January 31, ~~2023~~2024.

Liquidity and Capital Resources

As of January 31, 2024, we had current assets of $51,770 and liabilities of $6,212,379, and our working capital deficit was $1,868,607. We do not have sufficient resources to effectuate our business. We expect to incur expenses without revenues during the next twelve months of operations. We estimate that these expenses will be comprised primarily of general expenses including overhead, legal and accounting fees. To maintain our plan of growth, we need to raise a minimum of an additional $750,000. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

We will have to raise funds to pay for our expenses. We may have to issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no such arrangements or plans currently in effect, our inability to raise funds for our operations will have a severe negative impact on our ability to remain a viable company.

We currently have no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.

Cash Flows

Operating Activities

For the year ended January 31, ~~2024~~2025, net cash used in operating activities was $~~868~~2,~~427~~503,508 compared to $~~147~~868,~~574~~428 for the year ended January 31, ~~2023~~ 2024.

Investing Activities

For the years ended January 31, ~~2024~~2025, and ~~2023~~2024, we reported no cash provided by our investing activities.

Financing Activities

For the year ended January 31, ~~2024~~2025, we had cash provided by financing activities of $~~467~~2,~~200~~574,040, related to proceeds from convertible notes payable and the sale of preferred stock. For the year ended January 31, ~~2023~~2024, we had cash provided by financing activities of $~~361~~467,~~000~~200, related to proceeds from notes payable.

Liquidity and Capital Resources

As of January 31, 2025, we had current assets of $208,828 and current liabilities of $2,083,946, and our working capital deficit was $1,875,118. We do not have sufficient resources to effectuate our business. We expect to incur expenses without revenues during the next twelve months of operations. We estimate that these expenses will be comprised primarily of general expenses including overhead, legal and accounting fees. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

The financial statements have been prepared in conformity with US GAAP, which contemplates our continuation as a going concern. The Company has no revenue and has incurred losses to date of $3137,~~600~~237,~~305~~566. In addition, the Company’s current liabilities exceed its current assets by $1,~~868~~875,~~607~~118. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements. These factors raise substantial doubt about the Company’s ability to continue operating as a going concern. The Company’s ability to continue our operations as a going concern, realize the carrying value of our assets, and discharge our liabilities in the normal course of business is dependent upon our ability to raise capital sufficient to fund its commitments and ongoing losses, and ultimately generate profitable operations.

Contractual Obligations

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

Off Balance Sheet Items

Under SEC regulations, we are required to disclose off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. An off-balance sheet arrangement means a transaction, agreement, or contractual arrangement to which any entity that is not consolidated with us is a party, under which we have:

	●	any obligation under certain guarantee contracts,

	●	any retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to that entity for such assets,

	●	any obligation under a contract that would be accounted for as a derivative instrument, except that it is both indexed to our stock and classified in shareholder equity in our statement of financial position, and

	●	any obligation arising out of a material variable interest held by us in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to us, or engages in leasing, hedging or research and development services with us.

We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. In the ordinary course of business, we enter into operating lease commitments, purchase commitments and other contractual obligations. These transactions are recognized in our financial statements in accordance with generally accepted accounting principles in the United States.

Going Concern

We incurred net losses of $35,~~712~~137,~~047~~332 for the year ended January 31, ~~2024~~2025. We had an accumulated deficit of $3137,~~600~~142,~~305~~942 and working capital deficit of $1,~~868~~875,~~607~~118 as of January 31, ~~2024~~2025. For the For the six months ended July 31, 2025 we incurred a net loss of $1,460,852, had an accumulated deficit of $38,603,794, and a working capital deficit of $2,465,181. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The continuation of the Company as a going concern through the next twelve months is dependent upon the continued financial support from its stockholders or external financing. There can be no assurances to that effect, nor assurance that we will be successful in securing sufficient funds to sustain the operations.

These financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. We believe that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for the Company to continue as a going concern.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results may differ from those estimates.

Exploration Stage Company

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to accounting and reporting by exploration stage companies. An exploration stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation. Major improvements and betterments are capitalized. Maintenance and repairs are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful life. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the statements of operations as other gain or loss, net.

The processing plant and other machinery are depreciated over an estimated useful life of ten years; vehicles are depreciated over an estimated life of five years; and computer and other office equipment over an estimated useful life of five years.

Mineral Properties

Costs of exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. Mineral property acquisition costs, including licenses and lease payments, are capitalized. Although we have taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee our rights. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.

Impairment losses are recorded on mineral properties used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. As of January 31, ~~2024~~2025, we did not recognize any impairment losses related to mineral properties held. The same was true as of April 30, 2025.

Impairment of Intangible Assets with Indefinite Useful Lives

We account for intangible assets in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and Other (“ASC 350”). ASC 350 requires that intangible assets with indefinite useful lives no longer be amortized, but instead be evaluated for impairment at least annually. On an annual basis, in the fourth quarter of the fiscal year, we review our intangible assets with indefinite useful lives for impairment by first assessing qualitative factors to determine whether the existence of events or circumstances makes it more-likely-than-not that the fair value of an intangible asset is less than its carrying amount. If it is determined that it is more-likely-than-not that the fair value of an intangible asset is less than its carrying amount, the intangible asset is further tested for impairment by comparing the carrying amount to its estimated fair value using a discounted cash flow. Impairment, if any, is measured as the amount by which an indefinite-lived intangible asset’s carrying amount exceeds its fair value.

Application of impairment tests requires significant management judgment, including the determination of fair value of each indefinite-lived intangible asset. Judgment applied when performing the qualitative analysis includes consideration of macroeconomic, industry and market conditions, overall financial performance of the entity, composition, or strategy changes affecting the recoverability of asset groups. Judgments applied when performing the quantitative analysis includes estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes in these judgments, estimates and assumptions could materially affect the determination of fair value for each indefinite-lived intangible asset.

Impairment of Long-Lived Assets

For future long-lived assets, such as property and equipment and intangible assets subject to amortization, we will continually monitor events and changes in circumstances that could indicate carrying amounts of future long-lived assets may not be recoverable. When such events or changes in circumstances are present, we assess the recoverability of future long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

Recently Adopted Accounting Policies

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives ~~and~~ and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for convertible Instruments and Contracts in an Entity’s Own Equity, to address the complexity in accounting for certain financial instruments with characteristics of liabilities and equity. This ASU significantly changes the guidance on the issuer’s accounting for convertible instruments and the guidance on the derivative scope exception for contracts in an entity’s own equity so that fewer conversion features will require separate recognition, and fewer freestanding instruments, like warrants with require liability treatment. ASU 2020-06 is effective for smaller reporting companies for fiscal years beginning after December 15, 2023. The Company isadopted ~~still~~this ~~considering~~standard on February 1, 2024. As a result, the ~~effect~~Company derecognized $405,305 for the remaining balance of ~~this~~the unamortized beneficial conversion features attributable to its outstanding convertible notes payable. The Company elected to use the modified retrospective approach as of the adoption date and recognized an adjustment to the opening balance of its accumulated deficit of $405,305.

Management does not believe any other recently issued but not yet effective accounting pronouncement, if adopted, would have a material impact on the Company’s present or future financial statements

Seasonality

Our operating results are not affected by seasonality.

Inflation

Our business and operating results are not affected in any material way by inflation.

Changes in and Disagreements With Accountants and Financial Disclosure

On January 23, 2024, the Company dismissed Turner, Stone & Company, ~~LLP~~L.L.P. ~~( “Turner Stone”)~~ as its independent registered public accounting firm. On January 25, 2024, we engaged GreenGrowth CPAs, ~~Inc. (“GreenGrowth”)~~ as our independent registered public accounting firm to audit our financials for the year ended January 31, 2024 and review the financials prepared by Turner, Stone & Company, L.L.P. for the period ended January 31, 2023 and during the interim period through January 24, 2024. The Board made the decision to engage GreenGrowth CPAs acting under authority delegated to it. During the fiscal year ending January 31, 2023, and during the interim period through January 24, 2024, we had no disagreements with Turner, Stone & Company, L.L.P. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedure. On October 2, 2024, the Company dismissed GreenGrowth CPAs as its independent registered public accounting firm. On the same date the Company engaged Novogradac & Company LLP as its independent registered public accounting firm to audit our financials for the year ended January 31, 2025. During the fiscal year ending January 31, 2024, and during the interim period through October 2, 2024, we had no disagreements with GreenGrowth CPAs on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedure.

DESCRIPTION OF BUSINESS

Overview

Idaho Copper Corporation is a mineral exploration and development company, focused on exploring and developing ~~a large copper-molybdenum-silver deposit in Idaho (United States), (~~the “CuMo ~~project”)~~Project. The CuMo ~~project~~Project currently consists of one hundred and twenty-~~six~~ five (~~126~~125) federal unpatented lode mining claims, and six (6) patented mining claims. In total, the project comprises approximately 2,640 acres. Of the one hundred and twenty-six (126) mining claims, seventy-one (71) are in the name of Idaho Copper and fifty-five (55) are in the name of CuMo Molybdenum Mining Inc., an arm’s length party.

The unpatented lode mining claims and patented claims are situated in Boise County, Idaho, spanning Sections in Township 7N and 8N, Range 5E and 6E, Boise Meridian.

Idaho Copper seeks to capitalize on the looming copper supply deficit by advancing what is potentially one of the ~~potentially~~ largest untapped copper projects in the United States. The economics of the project benefit from extensive high-value co-products including molybdenum and silver. A Preliminary Economic Assessment (PEA) was completed in May 2020 by SRK Consulting (Canada) Inc., and an updated PEA Report has been in process since June 2024.

Company History (2020 – 2022)

Idaho Copper Corporation (formerly known as Joway Health Industries Group Inc.), incorporated in Nevada, was initially engaged in the manufacture, distribution, and sales of tourmaline-related healthcare products through operating entities in China. As a result of the consummation of the transactions contemplated by the Merger Agreement (the “Merger Agreement”), dated as of December 31, 2020, with Dynamic Elite International Limited, a British Virgin Islands company, Crystal Globe Limited, a British Virgin Islands company, and Joway Merger Subsidiary Limited, a British Virgin Islands company, the Company no longer had any assets or business operations. Accordingly, the Company became a shell company, as that term is defined in Rule 12b-2 of the Exchange Act.

On February 3, 2022, the Company consummated the transactions contemplated by the stock purchase agreement dated as of January 31, 2022 (the “Purchase Agreement”), by and among the Company, Crystal Globe Limited and JHP Holdings, Inc., a Nevada corporation (“JHP”), pursuant to which JHJP purchased 16,644,820 shares of common stock of the Company from Crystal Globe. The shares represented 83% of the issued and outstanding shares of the Company on a fully diluted basis. The purchase price for the shares paid by JHP was $100,000. Pursuant to the Purchase Agreement, each of Crystal Globe, JHP and the Company made customary representations and warranties to each other. In connection with the acquisition of the 83% by JHP, Jinghe Zhang, the sole officer and director of the Company, resigned and Ramon Lata was appointed as the sole officer and director of the Company.

Company History (2023 – Present)

~~ICUMO~~Pursuant ~~owns~~to ~~and~~the ~~controls~~terms of the ~~mining~~Share ~~claims~~Exchange ~~and~~Agreement, ~~rights~~each toshare ~~the~~of ~~CuMo~~ICUMO’s ~~Project,~~Common aStock ~~large~~held ~~primary~~by ~~molybdenum~~the ~~deposit~~ICUMO ~~with~~Shareholders ~~silver~~was ~~and~~converted ~~copper deposits.~~into ~~Located~~the inright ~~Boise~~to ~~County,~~receive ~~Idaho,~~the ~~ICUMO~~number ~~was~~of ~~formed~~shares toof ~~explore~~Common Stock (the ~~geologic~~“Exchange ~~and~~Shares”) ~~environmental~~equal ~~factors~~to ~~that~~an ~~will~~exchange ~~determine~~ratio ~~the~~of ~~future~~1.34 ~~development~~(the ~~plan~~“Exchange ~~of the CuMo Project~~Ratio”).

As a result of the Exchange, a change in control of the Company occurred with the ICUMO Shareholders owning 90.1% of the issued and outstanding shares of Common Stock. Immediately after giving effect to the Exchange, there were 202,294,000 (10,114,700 as adjusted for the proposed 1:20 stock split) shares issued and outstanding shares of Common Stock, held as follows:

	●	The stockholders of the Company prior to the Exchange held 20,054,000 (1,002,700 as adjusted for the proposed 1:20 stock split) shares of issued and outstanding Common Stock; and
	●	The ICUMO Shareholders held 182,240,000 (9,112,000 as adjusted for the proposed 1:20 stock split) shares of issued and outstanding Common Stock.

Pursuant to the terms of the Share Exchange Agreement, on January 23, 2023 at the closing of the exchange (the ~~“Closing”) the~~ Company assumed: (i) all ICUMO’s obligations for the options, whether or not vested, granted to key management personnel pursuant to certain incentive stock option agreements, and any vested options (together, the “Incentive Stock Options”), ~~and any vested options~~ are now exercisable to purchase shares of Common Stock at an exercise price of $0.125 ($2.50 as adjusted for proposed 1:20 reverse stock split) until December 31, 2027; and (ii) all ICUMO’s obligations pursuant to certain warrants to purchase shares of ICUMO ~~common~~Common ~~stock (the “2021 Warrants”)~~Stock, which warrants are now exercisable to purchase shares of Common Stock, at an exercise price of $0.15, ~~until May 11, 2027~~($3.00 ~~The~~as ~~Incentive~~adjusted ~~Stock Options and 2021 Warrants are (i) exercisable~~ for ~~that number of shares of Common Stock equal to~~ the ~~number~~proposed of1:20 ~~shares~~reverse ~~of ICUMO’s common~~ stock ~~subject to such option and warrants, immediately prior to the Closing and as adjusted by the Exchange Ratio, and (ii~~split) ~~have an initial exercise price per share equal to~~ (the ~~initial~~“2021 ~~exercise~~Warrants”), ~~price~~until ~~per~~May ~~share~~11, ~~in effect for that option or warrant immediately prior to the Closing~~2027. With respect to these Incentive Stock Options and 2021 Warrants, the Company assumed at ~~Closing~~closing, after applying the Exchange Ratio, vested and unvested options to purchase an aggregate of 56,615,000 (2,830,750 as adjusted for the proposed 1:20 stock split) shares of Common Stock and warrants exercisable for up to 41,540,000 (2,077,000 as adjusted for the proposed 1:20 stock split) shares of Common Stock.

At the ~~Closing~~closing, Ramon Lata, the sole officer, and director of the Company, resigned from all his offices and from the ~~Board~~board of ~~Directors~~directors of the Company ~~(the “Board”)~~. In his place, the ~~Board~~board of directors appointed four new directors, Robert Scannell, John Moeller, Shaun Dykes, and Andrew Brodkey, and the following four executive officers, Steven Rudofsky as Chief Executive Officer and President, Robert Scannell as Chief Financial Officer, Andrew Brodkey as Chief Operating Officer, and Shaun Dykes as Vice President, Exploration.

The Company’s principal business is the advancement and development of the CuMo Project, located in Boise, Idaho. As part of its involvement, the Company holds certain interests and rights in various patented and unpatented mining claims that collectively form the CuMo Project. The interests and rights in these claims have been established through key agreements, specifically the 2004 Option to Purchase Agreement (as defined herein) and the MCA, as amended by the Amendment.

Option Agreement

On October 13, 2004, the Company (then known as Mosquito Consolidated Gold Mines, Inc., a wholly owned subsidiary of American CuMo Mining Corporation, which is now known as Multi-Metal Development Company) entered into an option agreement with CuMo Molybdenum Mining Inc., a Nevada corporation (“CMMI”), for the purchase of 8 unpatented mining claims owned by CMMI (the “Option Agreement”).

The Option Agreement provided for semi-annual payments of $15,000 creditable against a $3 million advance royalty, the issuance of 300,000 shares of Mosquito Consolidated Gold Mines, Inc., and a residual net smelter return (NSR) royalty in favor of CMMI of 1.5% to a maximum of $3,000,000.00 and thereafter a 0.5% payable for so long as the Option Agreement remains in effect.

All royalty payments are due and payable by the Company every 60 days by wire transfer.

The Company must carry out all mining and procession operations in a good, workman and miner like manner according to the rules and customs of good and economic mining and processing and conform at all times to all the applicable laws and regulations of the state to Idaho and all applicable federal regulations. The Company is required to maintain workman’s compensation insurance and a liability policy of at least $1 million dollars. Additionally, the Company must perform at least $25,000 worth of work on the property during the first year and at least $50,000 worth of work on the property each year thereafter.

In the event of a default by the Company (as defined in the Option Agreement), and such default is not remedied within thirty (30) days following receipt of written notice from CMMI, the Option Agreement shall automatically terminate on the thirty-first (31st) day. If the Company fails to make required royalty payments, and such failure is not remedied within twenty (20) days following receipt of written notice, the Option Agreement shall automatically terminate on the twenty-first (21st) day.

The Option Agreement contains standard indemnification provisions.

On January 14, 2005, the parties entered into an amendment to the Option Agreement (the “Option Amendment”), which established a four-year term and included additional payment obligations. No payments were made under the Option Amendment, and it expired by its own terms in 2009, which expiration did not affect the validity or enforceability of the Option Agreement, which remains in full force and effect.

As of the date of this prospectus, all semi-annual payments have been made and the Option Agreement is in good standing.

Mining Claims Agreement

On July 25, 2017, CMMI, Western Geoscience Inc., a Nevada corporation, and Thomas Evans (collectively, the “Seller”) entered into the MCA with Multi-Metal Development Company, a British Columbia corporation (“MMD”) and the Company (collectively, with MMD, the “Buyer”) for the purchase of 152 unpatented mining claims owned collectively by the Sellers, in exchange for consideration consisting of $500,000 in cash, 2.5 million shares of American CuMo Mining Corporation and a seven (7) year convertible debenture valued at $1 million with an interest rate of eight and one half (8.5%) percent annually.

Pursuant to the MCA, the Buyers would be conveyed the NSR originally held by CMMI under the Option Agreement, and the Sellers would expressly renounce any further claims to, or any other rights arising under, the Option Agreement, or to the property interests conveyed thereunder.

During the pendency of the MCA, Buyer, with the express permission of Seller, released and dropped some of the unpatented claims described in the MCA which were agreed by the parties as unnecessary for exploration or other operations. In addition, in 2023, Seller conveyed to Buyer by quitclaim deed a number of additional unpatented claims covered by the MCA, which had been titled in Seller’s names but were held in trust for the Buyer. Consequently, as of the date of this prospectus, a total of only 54 unpatented claims described in the MCA and the Option Agreement are collectively held by the Seller.

The MCA includes a force majeure clause that suspends the performance of Buyers’ obligations in the event of, among other things, government actions that prevent the issuance or receipt of required exploration or operational permits. The Sellers and Buyers have operated under the effects of such force majeure from the inception of the MCA to the date hereof, and that the conditions necessary to lift the force majeure suspension have not yet been satisfied.

First Amendment to the Mining Claims Agreement

On August 19, 2025, the Seller and Buyer entered into the Amendment. Pursuant to the Amendment the Seller agreed to transfer as part of the Property (as defined in the MCA) to be conveyed, the NSR and the claims subject to the Option Agreement, specifically CuMo #1 through CuMo #8 as described in the Option Agreement.

Additionally, the Buyer shall have the right, but not the obligation, to purchase the Property. Upon purchase of the Property, the Buyer shall deliver Seller, $500,000 and $1,500,000 worth of shares of Common Stock of the Company, which number of shares shall be calculated by dividing $1,500,000 by the market closing price of the Company’s common stock on the closing date. Upon consummation of the purchase of the Property, the Seller will renounce any other claims or rights granted to it under the Option Agreement and the Option Agreement will be deemed terminated.

MDD agreed to assign and transfer all of its rights and obligations under the MCA to the Company.

All other terms and provisions, except as amended by the Amendment, continue to be binding, unchanged and remain in full force and effect.

Private Placement by ICUMO

Prior to entering into the Share Exchange Agreement, from December 2022 to January 9, 2023, ICUMO conducted a private placement offering ~~(the “2022 Private Placement Offering”)~~ whereby it issued and sold ~~convertible secured promissory~~ notes in the total amount of $898,000 with a conversion price of $0.10 (the “Notes”) and 8,980,000 (449,000 as adjusted for the proposed 1:20 stock split) warrants to purchase ICUMO ~~common~~Common ~~stock~~Stock, with an exercise price of $0.15 (the “2023 Warrants”). As a condition to entering into the Share Exchange Agreement, ICUMO and the Company agreed that the Company would exchange the Notes and 2023 Warrants for notes and warrants issued by the Company. ~~Such replacement notes and warrants were issued by the Company to the holders of the Notes and 2023 Warrants on January 23, 2023~~ (the “Replacement Notes and Warrants”). Such ~~After~~Replacement ~~applying~~Notes ~~the~~and ~~Exchange~~Warrants ~~Ratio~~were toissued ~~the~~by ~~conversion rate,~~ the Company ~~now~~to ~~has outstanding convertible secured promissory notes in~~ the ~~principal~~holders ~~amount~~ of $898,000 which will convert into shares of Common Stock at an adjusted conversion price of $0.( per share of Common Stock and 11,973,333 warrants to purchase shares of Common Stock at an adjusted exercise price of $0.15 per share. Principal on the Notes ~~is due~~ and ~~payable~~2023 Warrants on ~~July~~January 23, ~~2025~~2023. The warrants expire on January 9, 2028.

The Replacement Notes and Warrants are secured by a first priority lien on all of the assets and mining claims of the Company, other ~~than~~ than certain patented lode mining claims that represent approximately 7.3% of the CuMo Project. As of the date of this prospectus, all of the Replacement Notes have been converted and certain of the Replacement Warrants have been exercised.

The Company continues to be a “smaller reporting company,” as defined under the Exchange Act, however, as a result of the Exchange, the Company has ceased to be a “shell company”.

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In connection with the Exchange, the Company entered into lock-up and leak-out agreements (“Lock-Up Agreements”) with (i) certain majority shareholders of ICUMO, (ii) the holders of the Incentive Stock Options, (iii) the majority stockholder of the Company prior to the Exchange; and (iv) certain service providers who will receive shares of Common Stock as payment for services rendered in connection with the Share Exchange Agreement. These Lock-Up Agreements cover the Exchange Shares, any Common Stock issued pursuant to the exercise of any Incentive Stock Options or 2021 Warrants, and all shares of Common Stock issued to such service providers (the “Covered Securities”). The Lock-Up Agreements did not require any additional restrictions to be added to the Covered Securities at issuance but rather were applicable to the holders of the Covered Securities. The Lock-up Agreements provide that the Covered Securities are subject to an 18-month lock-up from January 23, 2023, subject to (i) early release upon the Company up-listing to a national securities exchange, and (ii) termination upon certain corporate events and transactions, and also provide for certain limited permitted transfers where the recipient takes the shares subject to the restrictions in the Lock-Up Agreement. At the end of the lock-up period, the Covered Securities are subject to a one-year leak-out restriction for public resales of five percent of the trailing ten (10) day average trading volume of the Common Stock. The Company may waive these restrictions.

In connection with the transactions contemplated by the Share Exchange Agreement, prior to the Closing, the Company assigned all the amounts owed to a third-party service provider to JHP Holdings, Inc. (“JHP”), the former controlling stockholder of the Company. Pursuant to the terms of this Debt Assignment and Release Agreement, JHP ~~Holdings, Inc.~~ assumed all the outstanding debts of the Company as of January 23, 2023.

The CuMo Project, Geology and Mineralization

The CuMo deposit is situated within the Idaho batholith and is part of a regional scale belt of porphyry and related deposits identified as the Idaho-Montana Porphyry Belt. Igneous complexes in this belt are interpreted to be related to an Eocene, intra-arc rift, and are characterized by alkalic rocks in the northeast, mixed alkalic and calc-alkalic rocks in the middle, and calc-alkaline rocks in the southwest. The CuMo deposit is located at the southwestern end of this belt and is associated with a calc-alkalic monzogranite, reported as 45-52Ma age that intrudes Cretaceous equigranular intrusive rocks of the Atlanta Lobe of the Idaho Batholith. The CuMo area is underlain by biotite granodiorite, the most common rock type of the Atlanta lobe of the Idaho batholith. All of the felsic intrusive phases contain molybdenite (MoS2) mineralization.

The CuMo deposit is located in an historic gold mining camp. Gold was discovered in the Boise Basin in 1862 and lode mining began within a year. As of 1940, total gold production amounted to 2.8 million ounces of which 74% was from placer operations. More gold has been produced from the Boise Basin than any other mining locality in Idaho. Although they are primarily gold deposits, considerable silver and minor copper, lead and zinc were produced as byproducts from the ~~lodes~~claims.

The area features two separate mineralizing events that are referred to as early Tertiary and early Miocene. The first event consists of gold-quartz veins containing minor sulfide minerals that occur within the Idaho batholith and are associated with weak wall rock alteration. Associated sulfide minerals include pyrite, arsenopyrite, sphalerite, tetrahedrite, chalcopyrite, galena, and stibnite. The second mineralizing event occurs within porphyry dikes and stocks as well as in the batholith, and is characterized by relatively abundant sulfide mineralization, subordinate quartz, and widespread wall rock alteration. Base metal mineralization consists of pyrite, sphalerite, galena, tetrahedrite, chalcopyrite, minor quartz, and siderite with local occurrences of pyrrhotite and enargite.

Molybdenum mineralization was discovered at CuMo in 1963. Mineralization on the property occurs in veins and veinlets developed within various intrusive bodies. Molybdenite (MoS2) occurs within quartz veins, veinlets, and vein stockworks. Whereas a typical porphyry deposit features disseminated mineralized areas distributed somewhat evenly throughout the orebody., CuMo is a stockwork-type deposit, Individual veinlets vary in size from tiny fractures to veinlets five centimeters in width, with an overall thickness averaging 0.3- 0.4 cm. Pyrite and/or chalcopyrite are commonly associated with molybdenite although molybdenite can occur alone without other metallic mineralization.

Due to their large size, the total contained economic molybdenum in this type of lower in-situ grade copper-molybdenum deposit can be equivalent to or exceed that of high-grade molybdenum deposits.

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Location, Access, Climate, Infrastructure and Topography

The CuMo Project is situated in the mountains of south-central Idaho, in the Boise National Forest, in Boise County, Idaho, approximately 15 miles northeast of the town of Idaho City, near the unincorporated community of Centerville, roughly 37 miles on a straight line, and 60 miles by road, from the city of Boise. Good all-weather highways, and USFS logging roads provide access to the project from Idaho City and Centerville. The trip from Boise takes approximately 1.5 hours. Access can be limited during some winter months when significant snow cover can impede passage via the Forest Service roads.

The property is accessed by road from Boise by taking US State Highway 55 northerly for approximately 40 miles (65 km) to the town of Banks, Idaho, and then east on the Banks Lowman Road towards the town of Garden Valley for approximately 10 miles (16 km). One mile east of Garden Valley is a secondary road heading south across the Payette River. Following this secondary road, the westernmost edge of the CuMo claim block is approximately 10 miles (16 km) from Garden Valley. Alternatively, access can be gained by traveling northeast from Boise along Highway 21 past the towns of Idaho City and Centerville, along Grimes Creek, and then over the Grimes Pass.

The elevation of the CuMo project ranges between 5,100 feet and 7,200 feet. The project site features a mountain top which contains the bulk of the mineral deposit, deep ravines adjacent, and is largely forested, except for sections that have been cleared by several fires which occurred in 2014 and 2016.

The climate is defined by summer temperatures to a maximum of 100° F (38°C) and cold, windy winters with lows to -10° F (-23°C). Precipitation is moderately light with an average rainfall of 30 inches (<1 meter) and an average snowfall of approximately 140 inches (3.6 m). Vegetation in the project area consists of cedar, lodgepole pine, mountain mahogany, and juniper.

The area is serviced by the Idaho Power Company which supplies electricity to residents of Garden Valley, Lowman and Pioneerville. The nearest rail line is the Idaho Northern & Pacific line formerly operated by Union Pacific that runs through the town of Banks, approximately 20 road miles (32 km) to the west of the property. Equipment, supplies, and services for exploration and mining development projects are available at Boise. There is also a trained mining-industrial workforce available in Boise.

Exploration and mining activities at the property can be conducted year-round, due to the established road system and its proximity to other infrastructure. The property is large enough to accommodate exploration within the current CuMo deposit property footprint.

Mining Property

To determine material mining operations in accordance with subpart 1300 of Commission Regulation S-K, management considered both quantitative and qualitative factors, assessed in the context of the Company’s overall business and financial condition. The Company concluded that, as of the date of the filing of this prospectus, its sole material mining operation is the CuMo Project. The Company will update its assessment of individual material mineral properties on an annual basis.

The information relating to such sole material mining operation is contained in the technical report summary (“TRS”) relating to the CuMo Project prepared in compliance with Item 601(b)(96) and subpart 1300 of Regulation S-K. Reference should be made to the full text of the TRS, a copy of which is filed as Exhibit 96.1 to this registration statement and is incorporated herein by reference. A glossary of terms used herein can be found in the TRS.

Pursuant to Item 1302(b)(5) of Regulation S-K (17 C.F.R. §229.1302(b)(5)), the Company states that the TRS was prepared by Shaun M. Dykes, M. Sc. (Eng), P. Geo of Geologic Systems, Ltd. Mr. Dykes served as a director of the Company and Vice President, Exploration. Mr. Dykes met the qualifications specified under the definition of “Qualified Person” under Item 1300 of Regulation S-K. Mr. Dykes resigned from his position as an officer of the Company and a member of the Board on March 27, 2023.

The names of the unpatented claims, and the place of record of the location notices thereof in the official records of the Boise County recorder, and the authorized office of the Bureau of Land Management are as follows:

Table 1

The following table lists the unpatented mining claims currently a part of the CuMo Project:

On August 24, 2021, ICUMO and Computershare Trust Company of Canada entered into a 7.5% Secured Note Indenture under which the aggregate principal amount of notes authorized to be issued is $15,000,000, with a maturity date of May 31, 2028. The 7.5% Secured Note Indenture is secured by all of the mining claims of ICUMO that represent the CuMo Project, other than the patented lode mining claims located in Section 13, Township 8 North, Range 5 East, Boise Meridian, Boise County, Idaho, as depicted on Mineral Survey 1706: (i) Blackbird; (ii) Red Flag; (iii) Enterprise; (iv) Enterprise Fraction; (v) Commonwealth; and (vi) Baby Mine. In connection with this security interest, ICUMO and Computershare Trust Company of Canada, as Mortgagee, signed a Real Property Mortgage under which the Mortgagee has the right upon default by the mortgagor to choose to sell the real property constituting the unpatented claims set out above.

Table 2

The following table lists the patented mining claims currently a part of the CuMo Project:

On October 31, 2014, as subsequently amended March 26, 2015, and January 29, 2016, ICUMO entered into a Loan Agreement with La Familia II, LLC, evidenced by a secured promissory note, in the amount of $500,000. The promissory note accrues annual interest at 8.5%, has a maturity date of December 31, 2025, and is secured by a first priority deed of trust over the patented mining claims listed above.

History of CuMo Project Exploration

The Boise Basin was first explored following the discovery of placer gold deposits in 1862. Several lode gold deposits were discovered and developed immediately following the initial alluvial gold rush, with significant production occurring in the late 1800’s and early 1900’s. No production has occurred on the CuMo Project claim footprint itself.

The first interest in the CuMo property was shown during aerial reconnaissance by Amax Exploration (“Amax”) in 1963. Follow-up geochemical rock and soil sampling indicated anomalous molybdenum and copper values. Forty claims were then staked, and three previously existing claims were optioned. A 2.5 mile (4 km) rough access road was constructed in 1964 to facilitate collection of rock samples and geological mapping. Amax completed detailed bedrock mapping on the CuMo property between 1964 and 1981.

In 1968, Curwood Mining Company staked 12 claims and undertook detailed mapping and geochemical rock sampling. Several trenches were excavated, and one line of dipole-dipole array induced polarization (“IP”) geophysical survey was conducted.

In 1969, Midwest Oil Corp. optioned the property and conducted exploration drilling through 1972 (four short rotary holes (less than 100 ft) initially, which were later deepened using diamond drilling, followed by six cored holes). Midwest also performed an IP survey in 1971 and an airborne magnetic survey in 1973.

In 1973, Midwest formed a joint venture with Amax and then subsequently Midwest was merged with Amoco Minerals Company (“AMOCO”) resulting in an Amax-AMOCO joint venture with AMOCO as operator. During the period 1973 to 1981, the Amax-AMOCO joint venture completed 30,822 ft of drilling, surface geological mapping, re-logging of the core, road construction, an aerial topographic survey, and age dating. In 1980, Amax Exploration Inc. transferred its interest to Climax Molybdenum Company (“Climax”), also a subsidiary of Amax Inc. In 1982, Climax collected more than 300 soil geochemical samples from three different grids.

A total of twenty-three (23) diamond holes and three RC holes were drilled on the property during this timeframe. Most RC holes were pre-collars to diamond drill holes with only the diamond drill component of the holes being used for resource modelling and sampling. The historic holes were sampled mostly at a 20ft sample interval. All the sample rejects were delivered directly from Climax’s secure facility in Colorado and are stored in the project secure warehouse facility for use by the project.

The drilling efforts from 1969 to 1982 were the only actual drilling done on the property until ICUMO in 2006, who under option from American CuMo completed one diamond drillhole and partially completed another before relinquishing the project back to American CuMo in late 2006. Thereafter, American CuMo between 2006 and 2012 drilled a total of 25,486.~~82m~~82 m in forty-two (42) holes. Drilling consisted of both HQ and NQ diameter core with holes being started with HQ diameter and then reducing at a major fault intersection or at 1000ft which ever was less. Core recoveries were monitored and were excellent (90%+). All holes were surveyed down-the-hole at regular intervals (100 feet) using a Reflex survey instrument. All core was collected at the drill site by the diamond drillers under supervision of onsite geology staff and delivered to a secure warehouse facility in Garden Valley where they were logged, analyzed and samples collected. All drill sites were surveyed using a total field station in order to accurately locate the holes.

The 2006 through 2012 results confirmed the extent and grade of mineralization on the property as indicated by previous drilling and demonstrated continuity of mineralization between the original wide-spaced holes.

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American CuMo’s work resulted in the interpretation and modelling of three distinct mineralized zones within the deposit. These zones were previously interpreted by Amax as distinct shells that were produced by separate intrusions. Re-interpretation of down-hole histograms for copper (Cu), silver (Ag) and molybdenite (MoS2) suggests the mineralized zones are part of a single, large, concentrically zoned system with an upper copper-silver zone, underlain by a transitional copper-molybdenum zone, in turn underlain by a lower molybdenum-rich zone. Three-dimensional modeling of the above zonation indicates the current area being drilled is located on the north side of a large system extending 4.5km (15,000ft) in diameter, of which 1.5km (3~5,000ft) has been drilled.

Resource Reports and Preliminary Economic Assessments

In 2008, an initial Resource Estimate compliant with Canadian National Instrument 43-101 was commissioned by American CuMo under its former name, Mosquito Consolidated Gold Mines Ltd. This estimate was based on information from 31 diamond drillholes completed through 2007. The deposit was subdivided into three mineral domains based on the drill hole data: a Cu-Ag zone, a Cu-Mo zone, and a Mo zone. Within each mineral domain 20 ft. composites were formed. Blocks 50 x 50 x 50 ft. were estimated for MoS2, Cu, Ag and W by ordinary kriging.

In May 2009, the authors of the 2008 report provided an updated Resource Estimate based on a total of 42 diamond drill holes totaling 76,436 ft, including 11 completed during 2008. Using a Recoverable Metal Value (the “RCV”) cutoff at various US dollar values per ton, and at certain assumed metal recoveries and metal prices, the authors presented tonnages, metal grades, and contained metal for indicated and inferred resource calculations in all 3 mineralized zones.

In November 2009, Ausenco Canada Inc. (“Ausenco”), an independent, third-party engineering firm employed by American CuMo, published a NI 43-101 compliant Preliminary Economic Assessment, throughput Scoping Study Report based on the same 42 diamond drillholes. In a manner similar to the May 2009 report, Ausenco reported tonnages, metal grades and contained metal for indicated and inferred resource calculations in all 3 mineralized zones. Ausenco went further and proposed a mining and processing operational design at various mining rates, from 50,000 to 200,000 tons per day of ore to mill throughput. This firm also included provisions and estimated capital and operating costs for a conceptual open pit mine, waste dumps, tailings storage facility, plant/concentrator, molybdenum roaster, and ancillary facilities. ~~Initial capital costs ranged from $1.6 to $3.4 billion (in 2009 dollars).~~ Based on this data, Ausenco was able to perform a Preliminary Economic ~~Analysis~~Assessment (PEA) of the CuMo project, at various throughput rates, which yielded numeric results for Net Present Value, Internal Rate of Return, Payback, and cash operating costs per pound of molybdenum equivalent. ~~They concluded that higher throughputs yield a higher NPV and higher IRR, although at a greater capital cost.~~

In 2011, a new technical study for a NI 43-101 compliant Resource update was commissioned with Snowden Mining Consultants. The resource estimate update was based on a total of 54 diamond drillholes totaling 99,404 ft. Of these, 12 diamond drillholes were completed in 2009 and 2010. Again, using assumed metal recoveries and selected RCV cut-off grades, Snowden reported updated global Indicated Resources ~~of over 2 billion tons,~~ and global Inferred Resources ~~of over 5 billion tons.~~ Snowden adopted most of the other design parameters and assumptions offered by Ausenco.

In August 2015, Gary Giroux of Giroux Consultants Ltd. (one of the authors of the 2008 and 2009 Reports) was employed by American CuMo to publish a NI 43-101 compliant, updated resource estimate. This update was based on a total of 65 diamond drill holes totaling 120,685 feet (36,784.9 meters). Nine (9) of the sixty-five (65) diamond drill holes were completed in 2012 since the previous resource calculation. Using low, medium, and high metal price assumptions, and different cutoff grades for RCV, Giroux calculated Measured, Indicated, and Inferred mineral resource numbers for ore contained within a conceptual pit shell. ~~The maximum case reported here was a combined Measured, Indicated, and Inferred resource of over 6 billion tons.~~

Finally, in 2020 SRK authored a NI 43-101 compliant Preliminary Economic Assessment and Technical Report (PEA) for the CuMo project. This document, relying on the previously published 2015 resource estimate, proposed an open pit mine and concentrator combination at a milling rate of 150,000 tons per day, and an initial mine life of 30 years. It also incorporated particle-based ore sorting technology to remove 28% of the mining waste from the ore stream, prior to entering the concentrator. SRK projected that operations would produce (yearly Life of Mine average) of 43 million pounds of molybdenum, 84 million pounds of copper, and 3.7 million ounces of silver. The capital cost estimate prepared by SRK was $3.1 billion, with a cash cost per pound of molybdenum (after by-product credits) of $4.67, a post-tax Net Present Value (at 5% discount) of $1.7 billion, and an Internal Rate of Return of 9%.

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The mineral resource estimates contained in the TRS are based on drilling completed through 2012 on a total of 65 diamond drill holes totaling 36,166 m (118,654 ft). As no additional drilling has been completed since the 2015 resource was estimated, the mineral resource estimates are considered current and have not been updated since that time.

The mineral resource estimates contained in the TRS were estimated in conformity with Committee for Mineral Reserves International Reporting Standards (CRIRSCO) “International Reporting Template for the public reporting of Exploration Targets, Exploration Results, Mineral Resources and Mineral Reserves” as adopted by the International Council on Mining & Metals November 2019. The mineral resources are reported in in accordance with §§229.1300 through 229.1305 (subpart 229.1300 of Regulation S-K).

The resource estimate was based on a total of 65 diamond drill holes totaling 36,166 m (118,654 ft). Nine of the 65 diamond drill holes were completed in 2012. As no additional drilling has been completed since the 2015 resource was estimated, it is considered current. The resource is considered an In-situ resource as it is based on the drilling and overall geological modeling.

Table 1 to Paragraph (D)(1)—CuMo Summary of Copper, Molybdenum, Silver, Rhenium and Sulphur Mineral Resources at the End of the Fiscal Year 2024 Based on Metal Prices (see table 2)

			Grades														Metal Recoveries (2)
Classification	short tons		Cu		MoS2		Ag		Re		S		RCV (1)		Rc v		Cu Recov	Mo Recov	Ag recov	Re Recov
	(Millions)		%		%		Gms		PPM		%		$		Cutoff		%	%	%	%
Measured		297.2		0.076		0.081		2.09		0.03		0.229		17.83	$	5.00	60 to 80	80 to 95	55 to 75		90
Indicated		1972.3		0.085		0.053		2.57		0.019		0.269		13.4	$	5.00	60 to 80	80 to 95	55 to 75		90
Measured + Indicated		2269.6		0.084		0.057		2.5		0.021		0.264		13.98	$	5.00	60 to 80	80 to 95	55 to 75		90
Inferred		2556.6		0.067		0.048		2.13		0.017		0.282		11.48	$	5.00	60 to 80	80 to 95	55 to 75		90

* The detailed results of the resource calculation can be found in Exhibit 96.1 of this filing.\in particular sections 1.10.1 and Section 11. The point of reference for this mineral resource is an In-situ Resource.

RCV calculation:

The RCV calculations were based on the following metal prices

Table 2: Metal prices for resources and represent the longer term predictions for future prices combined with the moving average for the past 3 years.

Metal	Price
Copper (Cu), $/lb		3.00
Molybdenum trioxide (MoO₃), $/lb		10.00
Molybdenum Metal (Mo), $/lb		15.00
Silver (Ag), $/ounce		12.50

Molybdenum is sold as molybdenum trioxide (MoO3) which has higher Mo content. The price used in this study for MoO₃ is $10/lb. MoO₃is calculated from MoS₂ by the following:

	●	Pounds Mo = MoS₂* 20 / 1.6681
	●	Pounds MoO₃= Pounds Mo * 1.5

The metal recoveries used to calculate RCV were a function of mineralized zones as follows:

Table 3: Metal recoveries sorted by mineralized zone

Metal	%Recoveries in Oxides		%Recoveries in Cu-Ag Zone		%Recoveries in Cu-Mo Zone		%Recoveries in Mo & MSI Zones
Cu		60.0		68.0		85.0		72.0
Mo		80.0		86.0		92.0		95.0
Ag		65.0		75.0		78.0		55.0

*Note – the recoveries for all metals in the MSI Zone were similar to the Mo Zone

Factors to use in RCV equation were as follows:

MoS₂Factor ($/ton) =		MoS₂% * Mo Recovery % * 2000 lbs/ton * $/lb MoO₃ * 1.5/1.6881

Cu Factor ($/ton) =		Cu % * Cu Recovery % * 2000 lbs/ton * $/lb Cu

Ag Factor ($/ton) =		Ag ppm * Ag Recovery % * $/oz Ag
		31.1035 g/oz * 1.1023 tons/tonne

The equations to calculated RCV for each mineralized zone were as follows:

	●	RCV (oxides) = (Cu% * 36.0) + (Ag(ppm) * 0.24) + (MoS₂% * 143.88)
	●	RCV (Cu-Ag) = (Cu% * 40.8) + (Ag(ppm) * 0.27) + (MoS₂% * 154.67)
	●	RCV (Cu-Mo) = (Cu% * 51.0) + (Ag(ppm) * 0.28) + (MoS₂% * 165.46)
	●	RCV (Mo) = (Cu% * 43.2) + (Ag(ppm) * 0.20) + + (MoS₂% * 170.85)
	●	RCV (MSI) = (Cu% * 43.2) + (Ag(ppm) * 0.20) + + (MoS₂% * 170.85)

Other assumptions:

In 2012, Snowden Mining Consultants (Snowden) used Geovia’s WhittleTM pit optimizer to determine a constraining open pit shell for the CuMo deposit. Optimization parameters were from Thompson Creek mine (a comparable open pit molybdenum project located in Idaho). The optimization parameters included mill feed, mining and processing costs of $9.28 per processed ton, overall pit slope angles of 45°, metallurgical recoveries as shown above and appropriate dilution and offsite costs and royalties. The commodity prices used in 2012 by Snowden for restraining the resource were Mo at $25/lb, Cu at $3/lb, Ag at $20/oz and W at $10/lb. This pit constraint is still valid. Once block inside the constraining pit were identified RCV values were recalculated using the current metal prices.

In the mineral resource estimate table above the base case of $5.00/t RCV cut-off is used and is selected based on operating costs and the results of grade improvement using a mineral sorting process. The $5.00 cut-off is suggested to separate waste from material that is fed into the sorters. From the sorters, only mill feed above an economic cut-off would be sent for immediate processing and is used in the economic analysis.

An estimate for rhenium (Re) and sulfur (S) associated with the MoS₂ was completed using linear regression of MoS₂ vs. Re and MoS₂ vs S to show the average grades of Re and S that would be contained with MoS₂ within each block. The Re and S were not used to determine the RCV value of resources.

There has been no changes to the disclosed mineral resource in the past 5 fiscal years.

Effect of Material Regulations on the current operations of the Company.

The Company’s current activities are subject to a number of laws and regulations, in particular including those with respect to exploration on federal lands (under the jurisdiction of the United States Forest Service (USFS)) and corresponding State of Idaho and local/Boise County laws and regulations. These laws and regulations, and permits/approvals granted by governmental entities thereunder, govern how the Company must conduct surveys and how it can build and maintain roads and drill pads, access the properties, conduct drilling and related exploration, transport staff and materials, secure, use and conserve water, protect identified species of flora and fauna, limit land disturbance, protect surface and groundwater, comply with mitigation requirements, and reclaim affected lands post-exploration. The Company is also required to post a bond with the USFS for reclamation assurance. Material compliance with these regulations is mandatory and is critical to the operations of the Company.

On March 14, 2025, the Company received a Decision Notice and Finding of No Significant Impact from the USFS approving its Exploration Plan of Operations (PoO) by the USFS (pursuant to an Environmental Assessment published by the USFS under the National Environmental Policy Act of 1970 (NEPA)) for the commencement of drilling and exploration activities. The PoO permits the Company to conduct exploration from April 15 to December 15 each calendar year for a 4-year period starting in 2025. Consequently, upon the posting of a bond, the submission of a yearly Plan of Operations, and other conditions required by the USFS and State of Idaho agencies, the Company could legally undertake exploration on federal CuMo lands in 2025. Additional approvals that the Company will need for any exploration activities will need to come from the Idaho Department of Water Resources, the Idaho Department of Environmental Quality, and Boise County Department of Roads. However, a lawsuit was filed by several Non-Governmental Organizations (NGO’s) on June 25, 2025, challenging the USFS approval of the PoO, asking for injunctive and other relief. The case was filed as Case No: 25-329 in the United States District Court for the District of Idaho. Therefore, the Company is most likely not able to carry out exploration under the Plan of Operations in 2025.

Significant encumbrances to and future permitting for the property.

There are no legal encumbrances affecting the properties except for the pledges of security under certain notes and debentures.

As to future permits and approvals beyond exploration, needed for development, construction and operation of a mining project at CuMo, and assuming that technical and economic evaluation of a project merits such development, the Company first will need to conduct extensive baseline environmental studies, hydrological studies, additional plant and animal surveys, and related activities required under NEPA to allow the USFS to publish an Environmental Impact Statement (EIS). Given the current lawsuit challenging the USFS permitting approvals, the Company anticipates that it could potentially begin carrying out drilling and exploration activities during 2026. Company expects that it will also begin additional technical analyses for a Preliminary Feasibility Study (PFS), described below, and commence environmental baseline work during 2026, leading to a PFS publication conceivably within 18 months. If the PFS results are positive, the Company would continue with additional technical work, environmental work, and preliminary engineering work, all in order to develop a Bankable Feasibility Study (BFS) and submit to the federal agency a Plan of Operations for construction, development and operation of a mining project under an EIS. The Company estimates that with no further legal challenges, an EIS could be published by the USFS as early as 2029. The Company again notes that current and future legal challenges from NGO’s could potentially prevent exploration in 2025 and beyond and can extend these approximate timelines.

Internal Controls and Data Verification

Shaun M. Dykes, a former a director and officer of the Company, (the “Qualified Person”) reviewed the procedures used by ICUMO and produced a description and an analysis of the results as contained in Section 8 of the TRS. These are standard data verifications with no limitations.

All assay results used in the verification process by the Qualified Person were obtained from fully certified analytical laboratories with signed assay certificates.

The Qualified Person has reviewed the data collection and verification procedures followed by ICUMO and by third parties on behalf of ICUMO, and believes these procedures are consistent with industry best practices and acceptable for use in geological and resource modelling.

These procedures have also been verified by several independent qualified people over the years.

For more information about quality control/quality assurance and data verification, see Section 8 and Section 9 of the TRS.

The mineral resources estimated may ultimately be affected by a broad range of environmental, permitting, socio-economic (as discussed in Section 17 of the TRS), legal, title (as discussed in Section 3 of the TRS), marketing and political factors (as discussed in Section 22 of the TRS). At this time the authors are unaware of any of these factors that could materially affect the mineral resource estimate. Of course, going forward, relevant factors that could influence the resource estimate include changes to the geological, geotechnical or geometallurgical models, infill drilling to convert mineral resources to a higher classification, drilling to test for extensions to known resources, collection of additional bulk density data and significant changes to commodity prices. It should be noted that all these factors pose potential risk and opportunities to the current mineral resource.

Current Planned Working Programs

Ore Sorting and Updated Preliminary Economic Assessment

Idaho Copper presently is investigating the potential to utilize additional ore sorting technologies to optimize the separation of waste ~~from~~and low grade ore from higher grade mill feed post-mining, and increase the head grade of ore being fed to a concentrator. The thin-veined, stockwork nature of the CuMo deposit lends itself well to ore sorting, , since ~~these~~mineralized ~~darker~~veins ~~colored~~at ~~veins~~CuMo largely carry the metals of interest and are much different from waste in appearance. A visual scanning exercise of all of the core recovered from ~~the~~previous drilling activities described herein ~~shows~~revealed that up to 84% of the waste and lower grade ore mined can be theoretically separated from higher grade material through application of ore sorting, versus the 28% ~~waste~~separation ~~removal~~factor that SRK Consulting (Canada) Inc. (“SRK”) conservatively used in its 2020 Preliminary Economic Assessment (“PEA”). There are over 90 active mines in the world today which utilize some form of ore sorting.

3544

Idaho Copper ~~has~~ signed an agreement in 2024 to test CuMo material with MineSense, Technologies Ltd., of Vancouver, BC, Canada, using their ShovelSense scanning systems, which employ X-ray fluorescence (the “XRF”) surface scanning technology. These systems are installed directly on mine shovel buckets and scan the blasted material as the shovel scoops it up, allowing the mine operator, based on cutoff grades, to differentiate ore from waste at the mining face. ShovelSense is currently being used successfully by at least three large producing copper open pit mines (Highland Valley BC, Copper Mountain BC, and Carmen de Andacollo Chile). ~~Contemporaneously~~The ~~with~~MineSense ~~this~~agreement ~~test~~was ~~work~~for the sum of $65,000 and contemplated that the service provider would run repetitive laboratory batch tests with its XRF sensor scanning equipment at its Vancouver facility. The Company ~~has~~provided ~~executed~~representative arun ~~contract~~of mine ore samples from previous core drilling from then three geologic ~~with~~zones, ~~Veracio~~which were processed by MineSense, ~~Inc.~~who thereafter crushed the samples, re-ran them, and finally pulverized the samples and sent them to ~~scan~~a ~~all~~laboratory for typical elemental analysis. The results of the ~~existing~~MineSense ~~drill~~testwork ~~cores~~were ~~with~~very ~~mobile~~positive and demonstrated that CuMo ore is amenable to XRF ~~scanners~~ore separation technology.

~~The~~Contemporaneously ~~final~~with ~~sorting~~this ~~design~~test ~~will~~work, ~~likely~~in ~~not~~2024 ~~only~~the ~~rely~~Company onexecuted a ~~single~~contract ~~sorting~~with ~~pass~~Veracio, ~~but~~Inc., ~~may~~from ~~possibly~~Salt ~~integrate~~Lake ~~multiple~~City, ~~sorting technologies~~Utah, ~~such~~to scan existing CuMo drill ascores ~~combining~~with ~~surface~~mobile XRF ~~scanning~~scanners, atin ~~the~~order ~~face~~to ~~with~~confirm ~~downstream~~that ~~penetrative~~the ~~prompt~~CuMo ~~gamma~~deposit ~~neutron~~is ~~activation~~variable ~~analysis~~in ~~(PGNAA)~~nature orand ~~pulsed fast~~amenable ~~thermal~~to ~~neutron~~selective ~~activation~~separation by ~~(PFTNA)~~ore ~~scanners~~sorting ~~installed~~techniques. onVeracio ~~the~~scanned ~~material~~over ~~conveyors~~35,000 ~~and~~feet ~~potentially~~of ~~bulk~~core ~~particle~~at ~~XRF~~the ~~scanners~~Company’s toleased ~~finish. The~~core ~~potential~~storage ~~combination~~facility ofin ~~different~~Idaho, ~~ore~~at a ~~sorting~~footage ~~technologies~~rate ~~and~~of ~~equipment~~$8/foot, ~~could~~and ~~enable~~with ~~the~~mobilization ~~Company~~and toincidentals, ~~optimize~~ the ~~separation~~Company ~~of ore~~has ~~from~~paid ~~waste~~around $275,000. ~~substantially~~The ~~increasing~~results ~~the~~of ~~head~~this ~~grade~~scanning testwork ofwere ~~mill~~again ~~feed~~very positive, ~~and~~in ~~thereby~~that ~~reducing~~ the ~~size~~variability of the ~~concentrator.~~orebody ~~Consequently, this~~and ~~will~~its inamenability ~~theory allow the Company~~ to ~~significantly~~XRF ~~reduce~~sensor ~~capital~~material ~~and~~separation ~~operating~~were conclusively ~~costs~~demonstrated.

The ~~Company~~final ~~has~~ore ~~contracted~~sorting ~~with~~design ~~SGS~~at ~~Bateman~~CuMo will likely not only rely on a single sorting pass, ~~Inc.~~but may possibly integrate multiple sorting technologies, such aas ~~noted~~combining ~~professional~~surface XRF scanning at the mining ~~industry~~face ~~consultant,~~on toblasted ~~undertake~~material ~~metallurgical~~with ~~test~~downstream ~~work~~penetrative prompt gamma neutron activation ~~and~~analysis ~~act~~(PGNAA) asor ~~lead~~pulsed ~~author~~fast thermal neutron activation (PFTNA) scanners installed on material conveyors, and potentially bulk particle XRF scanners to ~~publish~~finish. anThe ~~updated~~potential ~~PEA,~~combination ~~utilizing~~of different ore sorting ~~results~~technologies and equipment could enable the Company to ~~revise~~optimize the separation of ore from waste, substantially increasing the ~~technical~~head grade of mill feed, and ~~economic~~thereby ~~sections~~reducing the size of the ~~document~~ concentrator. Consequently, ~~The~~this ~~expected~~will ~~budget~~in ~~for~~theory ~~all~~allow of the ~~work~~Company ~~identified~~to ~~above~~significantly isreduce ~~roughly~~capital $1and ~~million~~operating costs.

The Company initially contracted with SGS Bateman, Inc., (“SGS”) a noted professional mining industry consulting firm, to undertake metallurgical test work and act as lead author and Qualified Person(s) (QP), to publish an updated PEA, utilizing ore sorting results to revise the technical and economic sections of the document. The key terms of the SGS contract were, for an estimated cost of $429,000 (and an initial deposit of $110,000), SGS, and except for ore sorting, SGS was to provide all of the technical input for a Canadian NI-43-101 equivalent Technical Report and a compliant US SK-1300 Technical Report. These reports were to include all technical studies including geologic resources, mineable resources, pit optimization, mine planning and equipment scheduling, metallurgical analysis, concentrator design, capital and operating cost estimates, and an economic analysis. SGS was also engaged to conduct at its Lakefield, Ontario, Canada laboratories, metallurgical testwork on representative, post-ore sorting, higher-grade ore samples which were provided by the Company. As to ore sorting, the Company engaged Lycopodium, Inc, of Ontario, Canada, for an initial cost of roughly US$80,000, to provide a QP for an expert ore sorting analysis of the MineSense sorting results which will be incorporated into the updated PEA. Through several change orders, the scope of the Lycopodium contract was expanded, and presently the Company estimates that around $100,000 will be left to pay the service provider under this agreement.

The Company dismissed SGS Bateman in February 2025 and hired Barr Engineering Inc. (“Barr”) to act as overall author of and QP for the updated PEA. The Barr contract is for $433,000. SGS Bateman, however, is continuing with its metallurgical evaluations. The Company resolved all invoice issues with SGS Bateman. Expected budget for all of the work identified above is roughly $700,000. The updated PEA is anticipated to be published by year end 2025.

In February 2025, the Company retained Whittle Consulting (Australia) to assist in overall project optimization work. Whittle, using their patented Prober software, undertook a series of geologic, pit design and phasing, processing, and related evaluations which culminated in an optimized, internal financial model which is serving as the basis for the continued work by Barr Engineering for the PEA update. Whittle was compensated by a grant of 200,000 shares of the Company.

Additional Exploration and Metallurgical Studies; Pre-Feasibility Study

Following completion of the updated PEA, and ~~pending~~under ~~issuance~~the approval by the USFS of approval of the Company’s Exploration Plan of Operations ~~under an Environmental~~, ~~Assessment~~but ~~expected~~subject to bethe ~~published~~NGO ~~in April 2024~~litigation, the Company intends to ~~procced~~proceed with additional exploration, including infill, expansion, ~~and~~ and geotechnical pit wall drilling. The infill work is intended to enable the Company to reclassify resources currently labeled as Inferred, to the level of Indicated, or Measured and Indicated. The Company has tentatively budgeted $815 million for this drilling and exploration, and related field work.

The Company also plans, as part of the PFS work, to initiate additional ~~metallurgical~~ studies, including, but not limited to: (1) determine the optimal concentrator design for both copper-silver, and molybdenum concentrate circuits, ~~and~~ (2) investigate the potential to recover copper and /or molybdenum via heap leaching of lower grade ore that is stockpiled and not immediately processed at the concentrator. (3) investigate the use of hydrogen power or fuel cells for mobile and other equipment, (4) conduct an acid rock drainage evaluation, and (5) commission a geostatistical analysis of ore sorting simulations to determine an efficiency quotient. The Company has identified a number of outside ~~consultants~~ consultants that can be engaged for ~~both~~a number of these studies. In total, the Company expects that these studies will cost approximately $1,000,000 and will take on the order of four (4) to six (6) months to complete.

These undertakings are part of the Company’s plan to develop an independent, third-party Pre-Feasibility Study (PFS) for the CuMo Project. In addition to the exploration and metallurgical work, explained above, the PFS will include expenditures for infrastructure and road improvements, environmental and permitting work, baseline environmental studies, preliminary engineering, community, and public/governmental relations work, and potentially costs for expansion of the current land position.

3645

Competitive Position in the Industry

The mineral exploration, development, and production industry are largely ~~un-integrated~~unintegrated. The Company competes with other exploration companies looking to acquire and obtain financing for the exploration and development of mineral resource properties. While the Company competes with other exploration companies to locate and acquire mineral resource properties, it may also compete with them for the removal or sales of mineral products from its properties if it should eventually discover their presence in quantities sufficient to make production economically feasible. Readily available markets for the sale of mineral products only sometimes exist for all mineral commodities; however, the principal CuMo Project commodities of copper, silver and molybdenum are traded on international exchanges and therefore, at a minimum a terminal market exists for which these commodities can be delivered and sold.

Mining Property

Pursuant to Item 1302(b)(5) of Regulation S-K (17 C.F.R. §229.1302(b)(5)), the Company states that the TRS was prepared by Shaun M. Dykes, M. Sc. (Eng), P. Geo of Geologic Systems, Ltd. Mr. Dykes served as a director of the Company and Vice President, Exploration. Mr. Dykes met the qualifications specified under the definition of “qualified person” under Item 1300 of Regulation S-K. Mr. Dykes resigned from his position as an officer of the Company and a member of the Board on March 27, 2023.

The CuMo Project currently consists of one hundred and twenty-six (126) federal unpatented lode mining claims, and six (6) patented mining claims. In total, the project comprises approximately 2,640 acres. The unpatented lode mining claims and patented claims are situated in an unorganized mining district, in Boise County, Idaho, spanning Sections in Township 7N and 8N, Range 5E and 6E, Boise Meridian. The names of the unpatented claims, and the place of record of the location notices thereof in the official records of the Boise County recorder, and the authorized office of the Bureau of Land Management are as follows:

Table 1

The following table lists the unpatented mining claims currently a part of the CuMo Project:

On August 24, 2021, ICUMO and Computershare Trust Company of Canada entered into a 7.5% Secured Note Indenture under which the aggregate principal amount of notes authorized to be issued is $15,000,00, with a maturity date of May 31, 2028. The 7.5% Secured Note Indenture is secured by all of the mining claims of ICUMO that represent the CuMo Project, other than the patented lode mining claims located in Section 13, Township 8 North, Range 5 East, Boise Meridian, Boise County, Idaho, as depicted on Mineral Survey 1706: (i) Blackbird; (ii) Red Flag; (iii) Enterprise; (iv) Enterprise Fraction; (v) Commonwealth; and (vi) Baby Mine. In connection with this security interest, ICUMO and Computershare Trust Company of Canada, as Mortgagee, signed a Real Property Mortgage under which the Mortgagee has the right upon default by the mortgagor to choose to sell the real property constituting the unpatented claims set out above.

Table 2

The following table lists the patented mining claims currently a part of the CuMo Project:

Location, Access, Climate, Infrastructure and Topography

Competitive Position in the Industry

The mineral exploration, development, and production industry are largely un-integrated. The Company competes with other exploration companies looking to acquire and obtain financing for the exploration and development of mineral resource properties. While the Company competes with other exploration companies to locate and acquire mineral resource properties, it may also compete with them for the removal or sales of mineral products from its properties if it should eventually discover their presence in quantities sufficient to make production economically feasible. Readily available markets for the sale of mineral products only sometimes exist for all mineral commodities; however, the principal CuMo Project commodities of copper, silver and molybdenum are traded on international exchanges and therefore, at a minimum a terminal market exists for which these commodities can be delivered and sold.

Competition

~~ICUMO~~Idaho Copper’s competition includes large, established mining companies with substantial capabilities and more significant financial and technical resources than it. As a result of this competition, it may have to compete for financing and may need help to acquire the funding on terms it considers acceptable. ICUMO may also have to compete with other mining companies to recruit and retain qualified managerial and technical employees. If ICUMO cannot compete successfully for financing or qualified employees, its exploration programs may be slowed down or suspended, which may cause it to cease operations as a company.

Employees

As of the date of this prospectus, other than certain executives, ~~ICUMO~~Idaho Copper has no employees. ~~ICUMO~~and does not have or maintain any employee ~~benefit~~ benefit plans or similar plans under any applicable laws.

Property

Our principal place of business is located at 800 W. Main Street, Suite 1460, Boise, Idaho 83702. This location is a shared space and consists of approximately 1500 square feet of office and conference room space. Our current lease is month to month and we pay a monthly rent of $85. We do not anticipate that we will need to expand the office facility for the next 12 months.

Legal Proceedings

WeOther than the US District Court lawsuit referred to above, we are not involved in any material legal proceedings, nor are we aware of any legal proceedings threatened or in which any director or officer or any of their affiliates is a party adverse to our Company or has a material interest adverse to us.

4046

MANAGEMENT

The following table sets forth the names, ages, and positions of our current Board and executive officers:

Name	Age	Position
Steven Rudofsky	61	Chief Executive Officer and President, Director
Andrew Brodkey	69	Director, Chief Executive Officer, President, Chief Operating Officer and Secretary
Robert Scannell	6566	Director, Chief Financial Officer and Treasurer
Andrew Brodsky	67	Director, Chief Operating Officer and Secretary
Steven Rudofsky	62	Director
Gil Atzmon	66	Independent Director nominee(1)
Corey Redfield	66	Independent Director nominee(1)
David Herksovits	74	Independent Director nominee(1)
Dr. John Moeller	78	Independent Director nominee(1)

(1)	The nominee of independent director will become one of our independent directors effective upon the effectiveness of the registration statement of which this prospectus forms a part.

Directors are elected to serve until the earlier of the election and qualification of their successors, their removal for cause by the shareholders, or their resignation. Directors are elected by a plurality of the votes cast at the annual meeting of stockholders and hold office until the expiration of the term for which he or she was elected and until a successor has been elected and qualified.

~~Steven~~Andrew ~~Rudofsky~~Brodkey

Mr. ~~Rudofsky~~Brodkey has been our Chief Executive Officer and President since ~~January~~July ~~2022~~2024. ~~and~~He ~~President~~has ofbeen ~~the~~our ~~Company~~Chief Operating Officer since January ~~2023~~2022. Prior ~~Mr.~~to ~~Rudofsky~~that, ~~was~~from ~~appointed as~~January a2018 ~~member~~to ofDecember ~~the~~2021, ~~Board~~he onwas ~~August~~the ~~19,~~principal ~~2023.~~of HeBrodkey ~~has~~Executive ~~been~~Management ~~working~~Consulting, inwhich ~~upstream~~was ~~and~~focused on ~~midstream~~the ~~natural~~mining ~~resources~~sector. ~~for~~He ~~over~~has 30more than 35 years. ~~After beginning~~of ~~his~~experience ~~career~~working atwith ~~Glencore~~public ~~(then~~companies ~~Marc~~in ~~Rich~~the mining and ~~Co)~~metals sector, heincluding roles ~~held~~as ~~senior~~VP, ~~and~~General ~~CEO~~Counsel ~~positions~~ at ~~TransCanada~~Magma ~~Pipeline~~Copper; ~~Ltd,~~VP ~~Credit~~of ~~Agricole Investment~~Business ~~Bank~~Development ~~and~~at ~~Alfa~~BHP ~~Group~~Copper; CEO of ~~Russia.~~Pan ~~Since~~American ~~January~~Lithium/First ~~2012,~~Potash ~~Mr.~~Corp; CEO ~~Rudofsky~~of ~~has~~Zoro ~~been~~Mining aCorp; ~~managing~~and ~~principal~~CEO of ~~Talex~~Pacific ~~Commodities~~Copper ~~Capital, Ltd~~Corp., ~~which~~He ~~works~~was ~~with~~also ~~private~~the ~~equity~~Managing ~~and~~Director ~~debt~~of ~~providers,~~the ~~including~~International ~~family~~Mining ~~offices~~Group at CB Richard Ellis, towhere ~~implement~~he ~~innovative~~represented ~~financing~~a ~~for~~number ~~the~~of ~~junior~~ major mining ~~and~~companies ~~oil~~in &the ~~gas sectors~~valuation, ~~including~~marketing ~~streaming,~~and ~~convertible~~sales ~~debt,~~of ~~and~~mining ~~royalties~~projects. He holds a Bachelor of ~~Arts~~Science degree (with distinction) in Mining Engineering from ~~Clark~~ the University of Arizona, and a Juris Doctor degree ~~from~~(cum ~~Emory~~laude) ~~University~~from Creighton ~~School of Law~~University.

We believe Mr. ~~Rudofsky~~Brodkey’s experience in the ~~natura~~mining ~~resources~~ industry ~~and extensive private equity experience~~ qualifies him to serve on our board of directors.

Robert Scannell

Mr. Scannell has been our Chief Financial Officer of the Company since January 2022. Since March 2015 he has been the Managing Partner of Feehan Partners, LP, a private family office. Previously, from May 1986 to March 1994, he served as a Vice President of Institutional Fixed-Income Sales at Merrill Lynch & Co. Mr. Scannell founded Tradewinds Investment Management, LP, which from 1994 to 2015 managed numerous funds investing in emerging markets, natural resources, and distressed assets. Mr. Scannell holds a Bachelor of Arts degree and Master of Business Administration degree from Penn State University, a Master of Science degree from the University of Washington, a Juris Doctor degree from Purdue University, and has been a Chartered Financial Analyst since 1993.

We believe Mr. Scannell’s background in the financial industry qualifies him to serve on our board of directors.

~~Andrew~~Steven ~~Brodkey~~Rudofsky

Mr. ~~Brodkey~~Rudofsky has been ~~our~~a ~~COO~~director since ~~January~~August ~~2022~~2023. ~~Prior~~He toserved ~~that,~~as ~~from~~our ~~January,~~Chief ~~2018~~Executive toOfficer ~~December,~~from ~~2021,~~January he2022 ~~was~~to ~~the~~July ~~principal~~2024 ofand ~~Brodkey Executive~~President ~~Management~~of ~~Consulting,~~the ~~which~~Company ~~was~~from ~~focused~~January on2023 ~~the~~to ~~mining~~July ~~sector~~2024. He has ~~more~~been ~~than~~working 30in ~~years~~upstream ofand ~~experience~~midstream ~~working~~natural ~~with~~resources ~~public~~for ~~companies in~~over ~~the~~30 ~~mining~~years. ~~and~~After beginning ~~metals~~his ~~sector,~~career ~~including~~at ~~roles~~Glencore as(then ~~VP,~~Marc ~~General~~Rich ~~Counsel~~and atCo), ~~Magma~~he ~~Copper;~~held VPsenior ofand ~~Business~~CEO ~~Development~~positions at ~~BHP~~TransCanada ~~Copper;~~Pipeline ~~CEO of~~Ltd, ~~Pan~~Credit ~~American~~Agricole Investment ~~Lithium/First~~Bank ~~Potash~~and ~~Corp;~~Alfa ~~CEO~~Group of ~~Zoro~~Russia. ~~Mining~~Since ~~Corp;~~January ~~and~~2012, ~~CEO~~Mr. ofRudofsky ~~Pacific~~has ~~Copper~~been ~~Corp.~~a Hemanaging ~~was~~principal ~~also~~of ~~the~~Talex ~~Managing~~Commodities ~~Director~~Capital, ofLtd., ~~the~~which ~~International~~works ~~Mining~~with ~~Group~~private atequity CBand ~~Richard~~debt ~~Ellis~~providers, ~~where~~including hefamily ~~represented~~offices, ato ~~number~~implement ofinnovative ~~major~~financing for the junior mining ~~companies~~and inoil ~~the~~& ~~valuation~~gas sectors, ~~marketing and~~including ~~sales~~streaming, ofconvertible ~~mining~~debt, ~~projects~~and royalties. He holds a Bachelor of ~~Science~~Arts degree ~~(with distinction) in Mining Engineering~~ from ~~the~~ Clark University ~~of Arizona,~~ and a Juris Doctor degree ~~(cum laude)~~ from ~~Creighton~~Emory University School of Law.

We believe Mr. ~~Brodkey~~Rudofsky’s experience in the ~~mining~~natural resources industry and extensive private equity experience qualifies him to serve on our board of directors.

Gil Atzmon, Independent Director Nominee

Mr. Atzmon will become one of our independent directors upon the effectiveness of the registration statement of which this prospectus forms a part. Mr. Atzmon has over 40 years’ experience in the energy and mineral sector, including positions as a field engineer in the oil services sector, an investment fund manager, an investment banker, and a mining executive. He was the Chairman, Chief Executive Officer and a Director of Zazu Metals, which he founded in November 2006, before its acquisition by Solitario Resources Corporation in June 2017. Mr. Atzmon has served as a director of Solitario Resources Corporation since June 2017 and was recently named its Chairman. Prior to that, from 2001 to 2002, Mr. Atzmon acted as Vice President, Corporate Development of Ivanhoe Mines Ltd. From 2000 to 2001, he served as a global energy and mining specialist in institutional equity sales for BNP Paribas. From 1998 to 2000, Mr. Atzmon was Chief Investment Strategist and Portfolio Manager for US Global Investors, Inc. Mr. Atzmon holds a Bachelor’s degree in Geology and Geography from Columbia College, Columbia University and obtained a Master’s degree in Energy and Mineral Resources from the University of Texas at Austin, Texas.

We believe Mr. Atzmon’s experience in the energy and mineral industry qualifies him to serve on our board of directors.

Corey Redfield, Independent Director Nominee

Mr. Redfield will become one of our independent directors upon the effectiveness of the registration statement of which this prospectus forms a part. Mr. Redfield is a commodities trader with extensive experience managing commodity price risk and investing in commodities-based companies. Most recently, from March 2018 to September 2021, he was a senior commodities trader at Cargill Inc. Prior to that, from January 2006 to October 2011, Mr. Redfield served as a senior trader at a large midwestern hedge fund. He was as adjunct professor of finance at the University of Minnesota from April 2002 to October 2008 and January 2021 to May 2017, and Vanderbilt University from August 2015 to December 2015. Mr. Redfield holds a Geology degree from the University of Minnesota-Morris and a Master’s degree from Vanderbilt University. He is also a Chartered Financial Analyst.

We believe Mr. Redfield’s experience in the financial industry qualifies him to serve on our board of directors.

David Herksovits, Independent Director Nominee

Mr. Herksovits will become one of our independent directors upon the effectiveness of the registration statement of which this prospectus forms a part. Mr. Herskovits is a retired audit partner of Deloitte & Touche LLP. Mr. Herskovits joined Deloitte in September 1974, was admitted to the partnership in 1985, and retired in 2013. During his career, Mr. Herskovits was responsible for major audit engagements for public and private companies. He also served in several technical and quality assurance roles at the firm. Mr. Herskovits has served as a Director of Camber Energy, Inc. since July 2018. Mr. Herskovits received his Bachelor’s degree from Cornell University and his Master’s degree from Harvard University.

We believe Mr. Herksovits’ experience in the financial industry qualifies him to serve on our board of directors.

Dr. John Moeller, Independent Director Nominee

Dr. Moeller will become one of our independent directors upon the effectiveness of the registration statement of which this prospectus forms a part. Dr. Moeller is an environmental engineer with broad experience in the permitting, development, and regulatory infrastructure of mining projects in Idaho. From approximately June 2010 to February 2019, Dr. Moeller represented the Idaho Copper project before state, local, and federal agency officials, and led the project’s highly visible environmental assessment process. Previously, he managed water quality and hazardous materials programs at the Idaho Department of Environmental Quality from approximately January 1981 to May 1990. Early in his career, he co-founded a state and federal interagency task force to permit and develop an open pit molybdenum mine in the headwaters of Idaho’s Salmon River. He chaired a governor-appointed task force to develop regulations for utilizing cyanide to leach precious metals from ores. That negotiated rule making was supported by a wide array of shareholders and approved by the legislature. He was awarded an EPA Bronze Medal for his work with hazardous waste and pollution prevention programs. He established the Boise, Idaho, office and was vice president of a national civil and environmental engineering firm from June 1990 to June 1998. Dr. Moeller was a Principal and served as Vice President of Environmental Services and Director at Forsgren Associates from June 1998 to February 2019. He conceived, founded, moderated, and co-hosted Idaho Wastewater Reuse Conferences.

From 2005 until 2017 he served as an adjunct faculty at Boise State University where he taught Water Quality Management for upper class and graduate students.

Dr. Moeller received his Bachelor of Science in Electrical Engineering and Master of Science in Zoology (Water Quality) from the University of Kentucky. He received his PhD in Biology/Zoology (Water Quality) from Idaho State University.

We believe Dr. Moeller’s vast experience as an engineer qualifies him to serve on our board of directors.

Terms of Directors and Officers

Our officers are elected by and serve at the discretion of the board of directors. Our directors are not subject to a term of office and hold office until their resignation, death or incapacity, or until their respective successors have been elected and qualified or until his or her office is otherwise vacated in accordance with our articles of association as may be amended from time to time.

A director will also be removed from office for cause by the affirmative of the holders of two-thirds of the outstanding shares

Code of Ethics

On May 11, 2012, our ~~Board~~board of directors approved a renewed Code of Ethics which is applicable to our officers and senior executives, which include our Chief Financial Officer, Treasurer and Chief Accounting Officer. On January 23, 2023, in connection with the Exchange, the board ~~Board~~of directors adopted a revised and restated Code of Ethics, applicable to all officers and directors. This Code of Ethics embodies the Company’s commitment to conduct business in accordance with the highest ethical standards and applicable laws, rules, and regulations.

4148

The Code of Ethics promotes honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest. It promotes full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Commission and other public communications made by the Company. The Code of Ethics addresses the following areas:

	●	Honest and Ethical Conduct
	●	Conflicts of Interest
	●	Compliance
	●	Disclosure
	●	Protection and Proper Use of Company Assets
	●	Corporate Opportunities
	●	Confidentiality
	●	Fair Dealing

This Code embodies our commitment to conduct business in accordance with the highest ethical standards and applicable laws, rules and regulations. We will provide any person a copy of our Code of Ethics, without charge, upon written request to the Company’s Secretary. Requests should be addressed in writing to Idaho Copper Corporation ~~(formerly known as Joway Health Industries Group Inc.),~~ 800 W. Main St., ~~Ste~~ Suite 1460, Boise, Idaho 83702.

Role in Risk Oversight

Our ~~Board~~board is primarily responsible for overseeing our risk management processes. The ~~Board~~board receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our company’s assessment of risks. The board focuses on the most significant risks facing our company and our company’s general risk management strategy, and also ensures that risks undertaken by our company are consistent with the ~~Board~~board’s appetite for risk. While the ~~Board~~board oversees our Company’s risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our company and that our ~~Board~~board leadership structure supports this approach.

Each executive officer serves at the pleasure of the ~~Board~~board.

Board Committees

The Company has no nominating, audit, or compensation committees. The entire Board participates in the nomination and audit oversight processes and considers executive and director compensation. Given the size of the Company and its stage of development, the entire Board is involved in such decision-making processes. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executive officers or directors.

Family relationships

There are no family relationships among any of our officers or directors.

Director Independence

WeUnder doRule ~~not~~303A ~~currently~~of ~~have~~the ~~any~~NYSE ~~independent~~American ~~directors.~~Rules, Wea ~~are~~director ~~not~~will ~~currently~~only ~~subject~~qualify toas ~~listing~~an ~~requirements~~“independent ofdirector” ~~any~~if, ~~national~~our ~~securities~~board ~~exchange,~~of directors ~~but~~affirmatively wedetermines that the person does not have ~~used~~a relationship that would interfere with the ~~definition~~exercise of ~~“independence”~~independent ofjudgment in carrying out the ~~Nasdaq~~responsibilities ~~Stock~~of ~~Market~~a director. In order to ~~make~~be ~~this~~considered ~~determination.~~independent ~~Nasdaq~~for ~~Listing~~purposes of Rule 303A of the NYSE Listed ~~5605(~~Company Manual, a~~)(2)~~ ~~provides~~member ~~that~~of an ~~“independent~~audit ~~director”~~committee isof a ~~person~~listed company may not, other than anin ~~officer~~his or ~~employee~~her capacity as a member of the ~~company~~audit committee, the board of directors, or any other ~~individual~~ ~~having~~board acommittee, ~~relationship which~~accept, indirectly ~~the~~or ~~opinion~~indirectly, ofany ~~the~~consulting, ~~Board~~advisory, ~~would~~or ~~interfere~~other ~~with~~compensatory fee from the ~~exercise~~listed company or any of ~~independent~~its ~~judgment~~subsidiaries inor ~~carrying out~~otherwise be an affiliated person of the ~~responsibilities~~listed company or any of aits ~~director~~subsidiaries.

Our board of directors has reviewed the composition of our board of directors and its committees and the independence of each director. Based upon information requested from and provided by each director concerning his background, employment and affiliations, including family relationships, our board of directors has determined that each of Gil Atzmon, Corey Redfield, David Herksovits and John Moeller, is an “independent director” as defined under Rule 303A of the NYSE Listed Company Manual. Our board of directors also determined that John Moeller, David Herksovits and Corey Redfield will comprise our audit committee following this offering, Corey Redfield, Gil Atzmon, and Steven Rudofsky will comprise our compensation committee following this offering, Steven Rudofsky, John Moeller and David Herksovits will comprise our nominating and corporate governance committee following this offering, satisfy the independence standards for such committees established by the SEC and the NYSE Rules, as applicable. In making such determinations, our board of directors considered the relationships that each such non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director.

Board Committees

Following this offering, we will have the following board of directors’ committees: an audit committee, a compensation committee, and a nominating and corporate governance committee. The anticipated composition and responsibilities of each committee are described below. Members will serve on these committees until their resignation or until otherwise determined by our board of directors. Upon our listing on NYSE American, each committee’s charter will be available under the Corporate Governance section of our website at https://www.idaho-copper.com/. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be a part of this prospectus.

Audit Committee. The audit committee’s responsibilities will include:

	●	appointing, approving the compensation of, and assessing the independence of our registered public accounting firm;

	●	overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from such firm;

	●	reviewing and discussing with management and the registered public accounting firm our annual and quarterly financial statements and related disclosures;

	●	coordinating our board of directors’ oversight of our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics;

	●	discussing our risk management policies;

	●	meeting independently with our internal auditing staff, if any, registered public accounting firm and management;

	●	reviewing and discussing with management our compliance with the FCPA;

	●	reviewing and approving or ratifying any related person transactions; and

	●	preparing the audit committee report required by the United States Securities and Exchange Commission rules.

After this offering, we expect that the initial members of our audit committee will consist of David Herksovits, Corey Redfield, and John Moeller. David Herksovits will be the chairperson of our audit committee. All members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and the NYSE American. Our board has determined that David Herksovits is an audit committee financial expert as defined under the applicable rules of the SEC and has the requisite financial sophistication as defined under the applicable rules and regulations of the NYSE American. Under the SEC rules, members of the audit committee must also meet heightened independence standards. However, a minority of the members of the audit committee may be exempt from the heightened audit committee independence standards for one year from the date of effectiveness of the registration statement of which this prospectus forms a part. Our board of directors has determined that is independent under the heightened audit committee independence standards of the SEC and NYSE American.

As allowed under the applicable rules and regulations of the SEC and NYSE American, we intend to phase in compliance with the audit committee composition requirements prior to the end of the one-year transition period. The audit committee operates under a written charter that satisfies the applicable standards of the SEC and NYSE American.

Compensation Committee. The compensation committee’s responsibilities include:

	●	reviewing and approving, or recommending for approval by the board of directors, the compensation of our Chief Executive Officer and our other executive officers;

	●	overseeing and administering our cash and equity incentive plans;

	●	reviewing and making recommendations to our board of directors with respect to director compensation;

	●	reviewing and discussing annually with management our “Compensation Discussion and Analysis,” to the extent required; and

	●	preparing the annual compensation committee report required by SEC rules, to the extent required.

After this offering, we expect the members of our compensation committee will consist of Corey Redfield, Gil Atzmon and Steven Rudofsky. Corey Redfield will be the chairperson of our compensation committee. Each of the members of our compensation committee is independent under the applicable rules and regulations of the NYSE American and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. The compensation committee operates under a written charter that satisfies the applicable standards of the SEC and the NYSE American.

Nominating and Corporate Governance Committee. The nominating and corporate governance committee’s responsibilities include:

	●	identifying individuals qualified to become board members;

	●	recommending to our board of directors the persons to be nominated for election as directors and to each board committee;

	●	developing and recommending to our board of directors’ corporate governance guidelines, and reviewing and recommending to our board of directors proposed changes to our corporate governance guidelines from time to time;

	●	overseeing a periodic evaluation of our board of directors; and

	●	developing effective Environmental, Social and Governance (ESG) policies within the corporate governance guidelines to address social responsibility aimed at providing appropriate support to local communities within areas subject to hydrocarbon exploration operations, and environmental goals aimed at limiting the environmental footprint of operations, ameliorating any changes to the environment and targeting mechanisms to reduce or offset the carbon footprint of operations.

After this offering, we expect that the members of our nominating and corporate governance committee will consist of John Moeller, David Herksovits, and Steven Rudofsky. John Moeller will be the chairperson of our nominating and corporate governance committee. Each of the members of our nominating and corporate governance committee is an independent director under the applicable rules and regulations of the NYSE American relating to nominating and corporate governance committee independence. The nominating and corporate governance committee operates under a written charter that satisfies the applicable standards of the SEC and NYSE American.

Compensation Committee Interlocks and Insider Participation

No member of our compensation committee will have been a current or former officer or employee. None of our executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, one of whose executive officers served as a director or member of our compensation committee during the last completed fiscal year.

Involvement in Certain Legal Proceedings

Our directors and executive officers have not been involved in any of the following events during the past ten years:

●	Any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
●	Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

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●	Being subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities, or banking activities or to be associated with any person practicing in banking or securities activities;
●	Being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
●	Being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended, or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
●	Being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity, or organization that has disciplinary authority over its members or persons associated with a member.

EXECUTIVE COMPENSATION

The table below sets forth certain information about the compensation awarded to, earned by or paid to our Chief Executive Officer and our other two most highly compensated executive officers whose total compensation exceeded $100,000 for the last two fiscal years ended (each, a “Named Executive Officer”).

Summary Executive Compensation Table

Name and Principal Position	Year		Salary ($)			Bonus ($)			Option Awards ($)			All other compensation ($)			Total
														Non-equity			Nonqualified
Steven Rudofsky, President,	2024			250,000			-			-			-			250,000
														incentive			deferred
Chief Executive Officer(1)	2023			125,000			-			-			-			125,000
Name and								Stock			Option			plan			compensation		All other
Robert Scannell - Treasurer	2024			250,000			-			-			-			250,000
Principal		Salary			Bonus			awards			awards			compensation			earnings		compensation		Total
Chief Financial Officer(1)	2023			100,000			-			-			-			100,000
Position	Year	($)			($)			($)			($)			($)			($)		($)		($)
Andrew Brodkey - Secretary	2024			265,000			-			-			-			265,000
Steven Rudofsky (2)
Chief Operating Officer(1)	2023			92,000			-			-			-			92,000
Former President, Chief	2025	$	104,167		$	-		$	55,000		$	-		$	-		$	-	$	-	$	159,167
Shaun Dykes - Former	2024			41,667			-			-			-			41,667
Executive Officer	2024	$	-		$	-		$	250,000		$	-		$	-		$	-	$	-	$	250,000
Vice President(2)	2023			150,000			-			-			-			150,000
Robert Scannell (1)
Treasurer, Chief	2025	$	350,000		$	-		$	550,000		$	-		$	-		$	-	$	-	$	900,000
Financial Officer	2024	$	-		$	-		$	250,000		$	-		$	-		$	-	$	-	$	250,000
Andrew Brodkey (1)(3)
President, Secretary, Chief	2025	$	350,000		$	-		$	565,400		$	-		$	-		$	-	$	30,000	$	945,400
Executive Officer	2024	$	75,000		$	-		$	190,000		$	-		$	-		$	-	$	-	$	265,000
Shaun Dykes (4)
Former Vice President	2025	$	-		$	-		$	-		$	-		$	-		$	-	$	-	$	-
	2024	$	41,667-		$	-		$	-		$	-		$	-		$	-	$	-	$	41,667

(1) Appointed as a director on January 23, 2023.

(2) Appointed on January 23, 2023,. ~~and~~Resigned ~~resigned~~as Chief Executive Officer on ~~March~~July 2715, ~~2023~~2024.

(3) Upon Mr. Rudofsky’s resignation, the Company appointed Andrew Brodkey as its Chief Executive Officer and President.

(4) Appointed on January 23, 2023. Resigned on March 27, 2023.

Employment Agreements

None of our executive officers are party to any employment agreement with us but expects to enter into employment agreements with certain of them inafter ~~the~~this ~~future~~offering.

4352

~~Management~~Executive Officer Agreements

Steven Rudofsky

Mr. Rudofsky and the Company entered into a Management Agreement on January 1, 2022, for a term of one year with automatic renewals for one-year periods at December 31 of each year, subject to renegotiation within 60 days of the end of any one-year period unless earlier terminated, with or without cause, upon notice. Unless terminated for cause or other defined reasons, Mr. Rudofsky is entitled to severance of one (1) month compensation for each two (2) months of service at the end of the third (3) month of service up to a maximum of two (2) years’ wages. Mr. Rudofsky’s annual base compensation is $250,000, reviewable at least annually, and he may participate in any Company economic benefit plans that exist or may be implemented.

Robert Scannell

Mr. Scannell and the Company entered into a Management Agreement on January 1, 2022, for a term of one year with automatic renewals for one-year periods at December 31 of each year, subject to renegotiation within 60 days of the end of any one-year period unless earlier terminated, with or without cause, upon notice. Unless terminated for cause or other defined reasons, Mr. Scannell is entitled to severance of one (1) month compensation for each two (2) months of service at the end of the third (3) month of service up to a maximum of two (2) years’ wages. Mr. Scannell’s annual base compensation is $200,000, reviewable at least annually, and he may participate in any Company economic benefit plans that exist or may be implemented.

Andrew Brodkey

Mr. Brodkey and the Company entered into a Management Agreement on December 15, 2021, for a term of one year with automatic renewals for one-year periods on December 31 of each year, subject to renegotiation within 60 days of the end of any one-year period unless earlier terminated, with or without cause, upon notice. Unless terminated for cause or other defined reasons, Mr. Brodkey is entitled to severance of one (1) month’s compensation for each two (2) months of service at the end of the third (3) month of service up to a maximum of two (2) years’ wages. Mr. Brodkey’s annual base compensation iswas $~~250~~265,000 through May 1, 2024, at which time it was increased to $350,000, payable in a combination of cash, and common stock, ~~(valued at~~and ~~$0.15~~he ~~per~~may ~~share)~~participate ~~and~~in ~~5-year~~any ~~warrants~~Company ~~(exercisable~~economic atbenefit ~~$0.15~~plans ~~per~~that ~~share),~~exist or ~~with~~may ~~payments~~be toimplemented. beMr. ~~made~~Brodkey ~~upon~~works full-time for the Company’s ~~raising~~devoting ~~of certain~~a ~~funding~~minimum ~~amounts,~~of or40 ~~“Trigger~~hours ~~Amounts,”~~a asweek ~~stated~~to inhis Mrposition. ~~Brodkey’s agreement.~~

Robert Scannell

Mr. Scannell and the Company entered into a Management Agreement on January 1, 2022, for a term of one year with automatic renewals for one-year periods at December 31 of each year, subject to renegotiation within 60 days of the end of any one-year period unless earlier terminated, with or without cause, upon notice. Unless terminated for cause or other defined reasons, Mr. Scannell is entitled to severance of one (1) month compensation for each two (2) months of service at the end of the third (3) month of service up to a maximum of two (2) years’ wages. Mr. Scannell’s annual base compensation was $250,00 through May 1, 2024, at which time it was increased to $350,000, reviewable at least annually, and he may participate in any Company economic benefit plans that exist or may be implemented. Mr. Scannell works full-time for the Company devoting a minimum of 40 hours a week to his position.

Director Agreements

Steven Rudofsky

Mr. Rudofsky and the Company entered into a Management Agreement on January 1, 2022, for a term of one year with automatic renewals for one-year periods at December 31 of each year, subject to renegotiation within 60 days of the end of any one-year period unless earlier terminated, with or without cause, upon notice. Unless terminated for cause or other defined reasons, Mr. Rudofsky is entitled to severance of one (1) month’s compensation for each two (2) months of service at the end of the third (3) month of service up to a maximum of two (2) years’ wages. Mr. Rudofsky resigned as the company’s CEO on July 15, 2024.

Option Plan

We have not adopted a stock option plan but may do so in the future.

Director Compensation

During the year ended January 31, ~~2024~~2025, no compensation has been paid to our directors in consideration for their services rendered in their capacities as directors.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of July 11, 2024, the number of shares of common stock beneficially owned by (i) each person, entity, or group (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) known to the Company to be the beneficial owner of more than 5% of its outstanding shares of Common Stock; (ii) each of the Company’s directors; (iii) each Named Executive Officer and (iv) all of the Company’s executive officers and directors as a group. The information ~~relating~~regarding ~~to beneficial ownership of Common Stock by our principal stockholders and management is based upon information furnished by each person using “beneficial ownership” concepts under~~ the ~~rules of the Commission. Under these rules, a person is deemed to be a~~ beneficial owner of a security if that person directly or indirectly has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to dispose or direct the disposition of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership ~~within 60 days. Under the Commission rules, more than one person may be deemed to be a beneficial owner~~ of ~~the~~our ~~same~~share ~~securities,~~capital and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary interest. Unless otherwise indicated below, each person has sole voting and investment power with respect to the shares beneficially owned and each stockholder’s address is c/o Idaho Copper Corporation 800 W. Maine Street, Suite 1460, Boise, ID 83702.by:

~~The percentages~~● ~~below~~each ~~are~~person, ~~calculated~~or ~~based~~group onof ~~issued~~affiliated ~~and~~persons, ~~outstanding~~known by us to beneficially own more than 5% of our shares; ● each of ~~common~~our ~~stock~~named ~~outstanding~~Executive asOfficers; ● each of ~~July~~our ~~11,~~Directors ~~2024~~and Director nominees; and ● all of our current Executive Officers and Directors as a group.

Name and Address of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned(1)		Percentage of Beneficial Ownership(2)
Steven Rudofsky Chief Executive Officer, President and Director(3)		29,140,606		8.26	%
Robert Scannell Chief Financial Officer, Treasurer and Director(4)		26,846,876		7.61	%
Andrew Brodkey Director, Chief Operating Officer, Secretary and Director(5)		16,705,646		4.73	%
All current directors and executive officers as a group (3 persons)		72,693,128		20.18	%
5% Stockholders
Multi-Metal Development Limited(6)		128,912,400		36.52	%
Elatam Family Trust(7)		35,443,000		10.04	%

The calculations in the table below are based on 266,927,178 (13,346,360 as adjusted for the proposed 1:20 reverse stock split) shares of Common Stock issued and outstanding as of the date of this prospectus, and 267,708,428 (14,074,266 as adjusted for the proposed 1:20 reverse stock split) shares of Common Stock issued and outstanding immediately after the completion of this offering, assuming the underwriters do not exercise their over-allotment option. All of our shareholders who own our Common Stock have the same voting rights.

~~(1)~~ The information ~~number~~presented ~~and~~below ~~percentage~~regarding beneficial ownership of ~~shares~~our ~~beneficially~~voting ~~owned~~securities ishas ~~determined~~been ~~under~~presented in accordance with the rules of the SEC and ~~the~~is not necessarily indicative of ownership ~~includes~~for any ~~shares as~~other purpose. Under these rules, a person is deemed to ~~which~~be ~~the~~a ~~individual~~“beneficial owner” of a security if that person has ~~sole~~or shares the power to vote or ~~shared~~direct the voting ~~power~~of the security or ~~investment~~the power ~~and~~to ~~also~~dispose or direct the disposition of the security. A person is deemed to own beneficially any ~~shares~~security as to which ~~the~~such ~~individual~~person has the right to acquire sole or shared voting or investment power within sixty (60) days through the conversion or exercise of ~~stock~~any convertible security, warrant, option or other right. More than one (1) person may be deemed to be a beneficial owner of the same securities. The ~~persons~~percentage of ~~named~~beneficial inownership by any person as of a particular date is calculated by dividing the ~~table~~number ~~have~~of ~~sole~~shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting ~~and~~or investment power ~~with~~within ~~respect~~sixty (60) todays, ~~all~~by the sum of the number of shares outstanding as of ~~common~~such ~~stock~~date, ~~shown~~plus the number of shares as ~~beneficially~~to ~~owned~~which bysuch ~~them,~~person ~~subject~~has the right to acquire voting or investment power within sixty (60) days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, ~~where~~we ~~applicable~~believe ~~and~~that the ~~information~~beneficial ~~contained~~owners inof ~~the~~our ~~footnotes~~shares listed below have sole voting and investment power with respect to ~~this~~the ~~table~~shares shown.

(2) SEC Rule 13d-3 generally provides that beneficial owners of securities include any person who, directly or indirectly, has or shares voting power and/or investment power with respect to such securities, and any person who has the right to acquire beneficial ownership of such security within 60 days. Any securities not outstanding which are subject to such options, warrants or conversion privilege exercisable within 60 days are treated as outstanding for the purpose of computing the percentage of outstanding securities owned by that person. Such securities are not treated as outstanding for the purpose of computing the percentage of the class owned by any other person. At the present time, there are no outstanding options or warrants.54

(3) Consists of: (1) 18,813,626 shares of common stock owned by Mr. Rudofsky; (2) 1,675,000 shares of common stock underlying the 2021 warrants held by Mr. Rudofsky; and (3) 1,666,667 shares of common stock underlying the 2022 warrants held by Mr. Rudofsky.

								Beneficial
	Beneficial Ownership Prior to							Ownership Immediately
	This Offering							after This Offering
			Number of
			Shares after		Approximate					Approximate
	Actual		Proposed 1:20		percentage of					percentage of
	Number of		Reverse Stock		outstanding			Number of		outstanding
	Shares		Split		Shares			Shares		Shares
Directors and Executive Officers:
Andrew Brodkey - Chief Executive Officer Chief Operating Officer and Secretary (3)		20,146,100		1,007,305		7.55	%		1,007,305		7.13	%
Robert Scannell - Chief Financial Officer and Treasurer (2)		31,193,155		1,559,658		11.69	%		1,559,658		11.04	%
Steven Rudofsky, Director (1)		20,513,939		1,025,697		7.69	%		1,025,697		7.26	%
All Directors and Executive Officers as a Group (3 persons)		71,853,194		3,592,660		26.93	%		3,592,660		25.43	%

5% Stockholders:
International Energy & Mineral Resources (4)		121,468,700		6,073,435		45.51	%		6,073,435		42.99	%
JHP Holdings Inc. (5)		16,644,700		832,235		6.24	%		832,235		5.89	%
Elatam Family Trust (6)		35,433,000		1,771,650		13.27	%		1,771,650		12.54	%

(41) Consists of: (1) 820,~~588~~175,~~918~~606 ~~shares of common stock owned by Mr. Scannell and 5~~(1,~~073~~008,~~666~~780 ~~shares~~as ofadjusted ~~common~~for ~~stock~~the ofproposed ~~Feehan~~1:20 ~~Partners~~reverse ~~LLP~~stock ~~(“Feehan”~~split) ~~that~~ ~~Mr.~~shares ~~Scannell, as General Partner~~ of ~~Feehan,~~Common ~~has~~Stock ~~discretionary~~owned ~~authority to vote and dispose of the shares held~~ by ~~Feehan~~Mr. Rudofsky; and ~~may be deemed to be the beneficial owner of these shares;~~ (2) 2338,~~680~~333 (16,~~000~~917 ~~shares~~as ofadjusted ~~common~~for ~~stock underlying~~ the ~~2021~~proposed ~~warrants held by Mr. Scannell and~~ 1~~,407,000~~:20 ~~shares~~reverse ~~of common~~ stock ~~underlying the 2021 warrants held by Feehan that Mr. Scannell could be deemed to beneficially own; and (3~~split) ~~2,666,667~~ shares of ~~common~~Common ~~stock~~Stock underlying the ~~2023~~2022 ~~replacement~~ warrants held by Mr. ~~Scannell~~Rudofsky.

(52) Consists of: (1) 710,~~457~~465,~~471~~822 (523,291 shares ofas ~~common~~adjusted for the proposed 1:20 reverse stock split) of Common Stock owned by Mr. ~~Brodkey~~Scannell and 8,420,333 (421,017 as adjusted for the proposed 1:20 reverse stock split) shares of Common Stock of Feehan Partners LLP (“Feehan”) that Mr. Scannell, as General Partner of Feehan, has discretionary authority to vote and dispose of the shares held by Feehan and may be deemed to be the beneficial owner of these shares; (2) 2,680,000 (134,000 as adjusted for the proposed 1:20 reverse stock split) shares of Common Stock underlying the 2021 warrants held by Mr. Scannell and 1,~~098~~407,~~800~~000 (70,350 as adjusted for the proposed 1:20 reverse stock split) shares of ~~common~~Common ~~stock~~Stock underlying the 2021 warrants held by Feehan that Mr. Scannell could be deemed to beneficially own; (3) 180,000 (9,000 as adjusted for the proposed 1:20 reverse stock split) shares underlying the 2025 warrants held by Mr. ~~Brodkey~~Scannell, and (4) 8,040,000 (402,000 as adjusted for the proposed 1:20 reverse stock split) shares of Common Stock underlying the 2022 options held by Mr. Scannell.

45(3) Consists of: (1) 11,008,100 (550,405 as adjusted for the proposed 1:20 reverse stock split) shares of Common Stock owned by Mr. Brodkey; (2) 1,098,800 (54,940 as adjusted for the proposed 1:20 reverse stock split) shares of Common Stock underlying the 2021 warrants held by Mr. Brodkey; and (3) 8,040,000 (402,000 as adjusted for the proposed 1:20 reverse stock split) shares of Common Stock underlying the 2022 options held by Mr. Brodkey.

(64) Consists of: ~~(1)~~ 121,468,700 ~~shares~~(6,073,435 ofas ~~common~~adjusted ~~stock owned~~for bythe ~~Multi-Metal~~proposed ~~Development~~1:20 ~~Limited~~reverse ~~(“MMD”);~~stock ~~and (2~~split) ~~7,443,700~~ shares of ~~common~~Common ~~stock~~Stock ~~underlying~~owned ~~the~~by ~~2021 warrants held~~International byEnergy ~~MMD.~~& ~~MMD~~Mineral isResources a(Hong ~~public~~Kong) ~~company~~Ltd. ~~traded on the Toronto Stock Exchange~~ (~~TSXV: MLY~~IEMR). ~~and~~IEMR ~~the~~is ~~Board~~a ofprivate ~~Directors~~company ofwith ~~MMD~~a ~~share~~business ~~voting~~address ~~and dispositive power over the shares~~ of ~~the~~Suite ~~Company.~~A ~~The~~19/F, ~~address~~Ritz ~~for~~Plaza, 122 ~~MMD~~Austin isRoad ~~638~~TST ~~Millbank Road~~KLN, ~~Vancouver,~~Hong ~~BC V5Z 4B7 Canada~~Kong.

(75) ~~Consists~~JHP ~~of:~~Holdings, Inc. (1“JHP”) ~~17,721,500~~holds ~~shares~~a total of ~~common~~16,644,820 ~~stock owned~~(832,235 byas ~~the~~adjusted ~~Elatam~~for ~~Family~~the ~~Trust~~proposed ~~(“EFT”);~~1:20 ~~and~~reverse (2stock split) ~~17,721,500~~ shares of ~~common stock underlying~~ the ~~2021~~Company’s ~~warrants~~Common ~~held~~Stock. by As the ~~EFT.~~shareholder Asand aexecutive director of ~~the EFT~~JHP, Mr. ~~Mohammad~~Lata ~~Elatam~~is ~~had~~the ~~voting~~beneficial ~~and~~owner ~~dispositive~~of ~~power~~the ~~over these~~ shares of ~~and may be deemed to be~~ the ~~beneficial~~ ~~owner~~Company ofheld ~~such~~by ~~shares~~JHP. The address for ~~EFT~~JHP is ~~344~~701 ~~Dalton~~S. ~~Road~~Carson Street, ~~Lalor~~Suite ~~Victoria~~200, ~~3075~~Carson City, ~~Australia~~NV 89701.

(6) Consists of: (1) 17,721,500 (886,075 as adjusted for the proposed 1:20 reverse stock split) shares of Common Stock owned by the Elatam Family Trust (“EFT”); and (2) 17,721,500 (886,075 as adjusted for the proposed 1:20 reverse stock split) shares of Common Stock underlying the 2021 warrants held by the EFT. As a director of the EFT, Shahrazad Elatam had voting and dispositive power over these shares and may be deemed to be the beneficial owner of such shares. The address for EFT is 344 Dalton Road, Lalor Victoria 3075, Australia.

Change-in-Control Agreements

The Company does not have any change-in-control agreements with any of its executive officers.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND CORPORATE GOVERNANCE

The following is a description of transactions ~~for~~since the beginning of the last ~~two~~three completed fiscal years to which we have been a party, in which the amount involved exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which any of our directors, executive officers or holders of more than 5% of our ~~capital~~ capital stock, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest:

On ~~February~~January 323, ~~2022~~2023, ~~upon~~ the ~~consummation~~Company ofissued ~~the~~convertible ~~transactions~~notes ~~contemplated~~payable byto the ~~Purchase~~following: ~~Agreement~~$125,000 byto ~~and~~Mr. ~~among~~Rudofsky, ~~the~~our ~~Company,~~current ~~Crystal~~Director and our ~~Globe~~former ~~Limited~~Chairman and ~~JHP~~CEO; $87,334 ~~JHP~~and ~~purchased 16~~$112,~~644~~666,~~820~~ ~~shares~~respectively, ofto ~~common~~Feehan ~~stock~~Partners ofLP ~~the~~(“Feehan”), ~~Company~~controlled ~~from~~by ~~Crystal~~Robert ~~Globe. The shares represented 83%~~Scannell, ofour ~~the~~CFO ~~issued~~ and ~~outstanding~~Director; ~~shares of the Company on a fully diluted basis. The purchase price for the shares paid by JHP was~~ $~~100~~98,000~~. In~~ ~~connection~~to ~~with~~Andrew ~~the acquisition of the 83% by JHP~~Brodkey, ~~Jinghe Zhang~~CEO, ~~the~~COO ~~sole~~and ~~officer~~Director; and, ~~director~~$150,000 ofto ~~the~~Shaun ~~Company~~Dykes, ~~resigned~~our ~~and~~former ~~Ramon Lata~~Vice ~~was~~President ~~appointed as the sole officer~~ and ~~director of the Company~~Director.

InOn ~~connection~~March ~~with~~31, 2023, the ~~Share~~Company ~~Exchange~~issued the ~~Agreement,~~following ~~prior~~number toof ~~the~~shares ~~closing~~of common stock: 108,024 ~~the~~(5,401 ~~Company~~as ~~assigned~~adjusted ~~all~~for the ~~amounts~~proposed ~~owed~~1:20 reverse tostock asplit) ~~third-party~~shares ~~service provider~~ to ~~JHP~~Mr. Brodkey; 385,802 (19,290 as adjusted for the ~~former~~proposed ~~controlling~~1:20 ~~stockholder~~reverse ofstock ~~the~~split) ~~Company~~shares to Mr. Scannell; ~~Pursuant~~and, to192,901 (9,645 as adjusted for the ~~terms~~proposed of1:20 ~~this~~reverse ~~Debt~~stock ~~Assignment~~split) ~~and~~shares ~~Release~~to ~~Agreement, JHP~~Mr. ~~assumed~~Rudofsky ~~all~~in ~~the~~exchange ~~outstanding~~for ~~debts~~the conversion of ~~the~~accrued ~~Company~~compensation asin the amount of ~~January~~$18,000, 23$62,500 ~~2023~~and $31,250, respectively.

On ~~January~~April 233, ~~2023~~2024, the officers of the Company, ~~issued~~Mr. ~~convertible~~Rudofsky, ~~notes~~Mr. ~~payable~~Brodkey, and Mr. Scannell each elected to exercise 5,360,000 (268,000 as adjusted for the ~~following~~proposed 1:20 reverse stock split) vested stock options with a strike price of $0.125 ($3.00 as adjusted for the proposed 1:20 reverse stock split) and an expiration date of September 30, 2027. All options were exercised on a cashless basis, resulting in the issuance of 3,385,000 (169,250 as adjusted for the proposed 1:20 reverse stock split) shares per officer, or a total of 10,155,000 (507,750 as adjusted for the proposed 1:20 reverse stock split) shares of common stock.

●On April ~~Steven~~4, ~~Rudofsky~~2024, ~~Chairman~~Feehan ~~of the Board~~ and ~~our~~Mr. ~~Chief~~Brodkey ~~Executive~~executed ~~Officer,~~cashless inconversion ~~the principal amount~~ of ~~$125~~2,~~000;~~666,666 ●(133,333 ~~Feehan~~as ~~Partners~~adjusted ~~LP,~~for ~~controlled~~the byproposed ~~Robert~~1:20 ~~Scannell,~~reverse ~~our~~stock split) ~~Chief~~warrants ~~Financial~~and ~~Officer~~1,306,667 ~~and~~(65,333 aas ~~member~~adjusted offor ~~our~~the ~~Board~~proposed in1:20 ~~the~~reverse ~~principal~~stock ~~amounts~~split) ofwarrants, ~~$87~~respectively,~~334~~ ~~and~~into ~~$112~~1,666;,670 ●(83,334 as ~~Andrew~~adjusted ~~Brodkey.~~for ~~Chief Operating Officer and a member of~~ the ~~Board~~proposed in1:20 ~~the~~reverse ~~principal~~stock ~~amount~~split) ofand ~~$98~~816,~~000;~~666 ~~and ● Shaun Dykes~~(40,833 ~~Vice~~as ~~President~~adjusted ~~and~~for ~~Director, in~~ the ~~principal~~proposed ~~amount~~1:20 ~~$150,000~~reverse ~~(issued~~stock tosplit) ~~Dykes~~shares of ~~and~~common ~~related parties to Dykes. On March 22~~stock, ~~2023, Dykes resigned as Director)~~respectively.

~~On March 31, 2023, the Company issued 879,628 shares of common stock to the following executive officers:~~55

●On April 5, 2024, Mr. ~~Brodkey (108~~Rudofsky,~~024~~ ~~shares)~~Feehan, inMr. ~~exchange~~Brodkey, ~~for~~and ~~the~~Mr. ~~conversion~~Dykes ofconverted ~~accrued~~notes ~~compensation~~payable of $18125,000, ●$200,000, ~~Mr.~~$98,000, ~~Scannell~~and ~~(385~~$30,~~802~~000, respectively, ~~shares)~~into 1,666,667 in(83,333 ~~exchange~~as adjusted for the ~~conversion~~proposed of1:20 ~~accrued~~reverse ~~compensation~~stock ofsplit), ~~$62~~2,~~500~~666,666 ~~● Mr. Kolodner~~ (~~192~~133,~~901~~333 ~~shares),~~as inadjusted ~~exchange~~ for the ~~conversion~~proposed 1:20 ofreverse ~~accrued~~stock ~~compensation~~split), ~~of $31~~1,~~250~~306,667 ~~and ● Mr. Rudoksky~~ (~~192~~65,~~901~~333 ~~shares)~~as inadjusted ~~exchange~~ for ~~the~~a ~~conversion~~proposed of1:20 ~~accrued~~reverse ~~compensation~~stock ofsplit), ~~$31~~and 400,~~250~~000 (20,000 ~~The~~as ~~shares~~adjusted ~~were~~for the ~~valued~~proposed at1:20 ~~fair~~reverse ~~value~~stock atsplit) ~~$0.162~~shares ~~per~~of ~~share~~common stock, respectively.

46On April 8, 2024, Mr. Rudofsky executed cashless conversion of 1,666,667 (83,333 as adjusted for the proposed 1:20 reverse stock split) warrants into 1,041,667 (52,083 as adjusted for the proposed 1:20 reverse stock split) shares of common stock.

AsOn ofMay ~~July~~1, 312024, ~~2023~~Mr. Rudofsky, ~~the~~Mr. ~~Company~~Brodkey, ~~has~~and Mr. Scannell each elected to convert accrued compensation of $~~315~~31,~~333~~250, $17,500, and $62,500, respectively, into 195,313 (9,766 as adjusted for ~~its~~the ~~officers.~~proposed ~~The~~1:20 ~~Company~~reverse ~~compensated~~stock ~~its~~split), ~~officers~~109,375 ~~$357~~(5,~~000~~469 as adjusted for the proposed 1:20 reverse stock split), and 390,625 (19,531 as adjusted for the ~~six~~proposed ~~months~~1:20 ~~ended~~reverse ~~July~~stock 31split) shares of common stock, ~~2023~~respectively.

~~During~~On ~~the~~August ~~fiscal~~2, ~~year~~2024, ~~ended~~Mr. ~~January 31~~Brodkey, ~~2024~~Mr. Rudofsky, and ~~2023,~~Mr. ~~the~~Scannell ~~Company~~each ~~compensated~~elected ~~Shaun~~to ~~Dykes,~~convert ~~through~~accrued ~~his~~compensation ~~consulting~~of ~~firm~~$42,500, $~~261~~31,~~860~~250, and $~~225~~87,~~873~~500, respectively, ininto ~~consulting~~170,000 ~~fees.~~(8,500 ~~Mr.~~as ~~Dykes~~adjusted ~~resigned~~for the proposed 1:20 reverse stock split), 125,000 (6,250 as anadjusted ~~officer~~for the proposed 1:20 reverse stock split), and a350,000 ~~director~~(17,500 ofas adjusted for the ~~Company~~proposed on1:20 ~~March~~reverse 22stock split) shares of common stock, ~~2023~~respectively.

On September 25, 2024, the Company issued stock incentives to: Mr. Brodkey 2,570,000 (128,500 as adjusted for the proposed 1:20 reverse stock split) shares valued at $565,400: Mr. Scannell 2,500,000 (125,000 as adjusted for the proposed 1:20 reverse stock split) shares valued at $550,000, and; Mr. Rudofsky 125,000 (6,250 as adjusted for the proposed 1:20 reverse stock split) shares valued at $27,500.

On October 28, 2024, the Company issued a secured promissory note for $25,000 to Feehan, the Company’s chief financial officer and director. The note accrues interest at 10% and is due on October 28, 2025.

On November 4, 2024, the Company issued a secured promissory note for $25,000 to Feehan. The note accrues interest at 10% and is due on November 4, 2025.

On November 5, 2024, Mr. Brodkey and Mr. Scannell each elected to convert accrued compensation of $42,500 and $87,500 into 193,182 (9,659 as adjusted for the proposed 1:20 reverse stock split) and 397,727 (19,886 as adjusted for the proposed 1:20 reverse stock split) shares of common stock, respectively.

On November 5, 2024, Mr. Rudofsky exercised 500,000 (25,000 as adjusted for the proposed 1:20 reverse stock split) warrants at $0.15 ($3.00 as adjusted for the proposed 1:20 reverse stock split) for $75,000.

On November 20, 2024, the Company issued a secured promissory note for $25,000 to Feehan. The note accrues interest at 10% and is due on November 20, 2025.

On December 3, 2024, the Company issued a secured promissory note for $25,000 to Feehan. The note accrues interest at 10% and is due on December 3, 2025.

On January 31, 2025, Mr. Brodkey and Mr. Scannell each elected to convert accrued compensation of $42,500 and $87,500 into 106,784 (5,339 as adjusted for the proposed 1:20 reverse stock split) and 219,849 (10,992 as adjusted for the proposed 1:20 reverse stock split) shares of common stock, respectively.

On January 31, 2025, Mr. Brodkey and Mr. Scannell each elected to convert accrued compensation of $55,000 and $62,500, respectively, into 138,192 (6,910 as adjusted for the proposed 1:20 reverse stock split) and 157,036 (7,852 as adjusted for the proposed 1:20 reverse stock split) shares of common stock, respectively.

On April 30, 2025, Mr. Brodkey and Mr. Scannell each elected to convert accrued compensation of $42,500 and $87,500 into 141,667 (7,083 as adjusted for the proposed 1:20 reverse stock split) and 291,667 (14,583 as adjusted for the proposed 1:20 reverse stock split) shares of common stock, respectively.

On July 31, 2025, Mr. Brodkey and Mr. Scannell each elected to convert accrued compensation of $42,500 and $87,500 into 121,429 (6,071 as adjusted for the proposed 1:20 reverse stock split) and 250,000 (12,500 as adjusted for the 1:20 reverse stock split) shares of common stock, respectively.

On August 10, 2025, the Company issued Mr. Scannell 180,000 (9,000 as adjusted for the proposed 1:20 reverse stock split) warrants for common stock in conjunction with loans by Feehan for $180,000.

On August 18, 2025, Mr. Rudofsky exercised warrants for 166,667 (8,333 as adjusted for the proposed 1:20 reverse stock split) shares at $0.15 ($3.00 as adjusted for the proposed 1:20 reverse stock split) for $25,000.

Other Related Party Transactions

Except as disclosed above, no executive officer, director or any member of these individuals’ immediate families, any corporation or organization with whom any of these individuals is an affiliate or any trust or estate in which any of these individuals serve as a trustee or in a similar capacity or has a substantial beneficial interest in is or has been indebted to us at any time for the last two completed fiscal years.

Procedures for Approval of Related Party Transactions

Our Board is charged with reviewing and approving all potential related party transactions. All such related party transactions must then be reported under applicable Commission rules. We have not adopted other procedures for review, or standards for approval, of such transactions, but instead review them on a case-by-case basis.

DESCRIPTION OF SECURITIES

The following is a summary of some of the terms of our securities based on our Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) and our Amended and Restated Bylaws (the “Bylaws”). The following summary is not complete and is subject to, and is qualified in its entirety by reference to, the provisions of our Articles of Incorporation, our Bylaws, which are filed as exhibits 3.1 and 3.2 ~~hereto~~to the registration statement of which this prospectus forms a part as well as the Nevada Revised Statutes (“NRS”) and any other documents referenced in the summary and from which this summary is derived.

General

The following description summarizes important terms of our capital stock, the rights of such stock, certain provisions of our Amended and Restated Articles of Incorporation, our Amended and Restated Bylaws and certain provisions of Revised Nevada Statutes. This summary does not purport to be complete and is qualified in its entirety by the provisions of our Amended and Restated Certificate of Incorporation, our Amended and Restated Bylaws, and applicable provisions of the Revised Nevada Statutes.

Common Stock

We are authorized to issue up to a total of 500,000,000 ~~shares~~(25,000,000 as adjusted for the proposed 1:20 reverse stock split) shares of Common Stock. Holders of our Common Stock are entitled to one vote for each share held on all matters submitted to a vote of our stockholders.

As of ~~July~~October 116, ~~2024~~2025, there were ~~250~~266,~~282~~927,~~762~~ 178 (13,346,359 as adjusted for the proposed 1:20 reverse stock split) shares of Common Stock outstanding and ~~there~~471 ~~were 467~~ holders of record of our Common Stock.

Voting Rights

Holders of Common Stock are entitled to notice of any stockholders’ meeting. All voting rights are vested solely in the Common Stock. Holders of shares of Common Stock are entitled to vote upon the election of directors and upon any other matter submitted to the stockholders for a vote. Each share of Common Stock issued and outstanding is entitled to one noncumulative vote. A fraction of a share of Common Stock shall not be entitled to any voting rights whatsoever.

4756

Liquidation Rights

Except as otherwise provided in the Articles of Incorporation and subject to the rights of holders, if any, of preferred stock to receive preferential liquidation distributions to which they are entitled under the Article Third of the Articles of Incorporation or under the resolution or resolutions providing for the issue of shares of preferred stock, in the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, after payment or provision for payment of the debts and liabilities of the Company, all assets of the Company shall be shared pro rata among the holders of the ~~common~~Common ~~stock~~Stock.

Dividends

In general, the holders of outstanding shares of our Common Stock are entitled to receive dividends out of funds legally available therefor at such times and in such amounts as our Board may from time to time determine. As a Nevada corporation, we are subject to the limitations of Nevada law, which allows us to pay dividends unless, after such dividend, we would not be able to pay our debts as they become due in the usual course of business or our total assets would be less than the sum of our total liabilities plus any amount that would be needed if we were to be dissolved at the time of the dividend payment to satisfy the preferential rights of stockholders whose preferential rights are superior to those receiving the dividend.

Preferred Stock

Our Articles of Incorporation authorize the issuance of up to 10,000,000 shares of preferred stock (200 of which are designated Series A Convertible Non-Voting Preferred Stock) with designations, rights and preferences as may be determined from time to time by our board of directors (commonly known as “blank check” preferred stock). The Board may, without stockholder approval, issue preferred stock with voting, dividend, liquidation and conversion rights that could dilute the voting strength of our common stockholder and may assist management in impeding an unfriendly takeover or attempted changes in control.

As of October 6, 2025, there were 196.67 shares of Series A Non-Voting Preferred Stock outstanding and 34 holders of record of our Series A Non-Voting Preferred Stock.

Series A Convertible Non-Voting Preferred Stock

Dividends

Holders of the Series A Non-Voting Preferred Stock ~~(Series A Preferred Stock”)~~ shall be entitled to dividends, which shall accrue after December 31, 2024, provided there has not been an Uplist (as defined in the Certificate of Designation) by such date. Dividends shall accrue and be paid whether or not such dividends are declared by the Board and are payable on a quarterly basis at the rate of 12% per annum, based on the Liquidation Value (as defined below) of the shares of Series A Preferred Stock held by the holder. The dividends shall be paid solely in shares of Common Stock and the holder shall not be entitled to cash or any other property from the Company. All shares of the Series A Preferred Stock shall rank (i) senior to all of the Company’s Common Stock, and any other class of securities that is specifically designated junior to the Series A Preferred Stock (“Junior Securities”), and (ii) junior to all class or series of Preferred Stock or other capital stock of the Company created after the date of the Certificate of Designation (with the written consent of the holders of a majority of the shares of Series A Preferred Stock, specifically ranking senior to the Series A Preferred Stock).

Liquidation

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of the outstanding Series A Preferred Stock are entitled, although not required to convert their shares of Series A Preferred Stock into shares of Common Stock, or convert their shares of Series A Preferred Stock into a promissory note (a “Liquidation Note”). Each share of Series A Preferred Stock on any given date shall have a value of $12,000 (as adjusted for any stock splits, stock dividends, recapitalizations, or similar transaction with respect to the Series A Preferred Stock, the “Liquidation Value”). The Liquidation Note shall be paid out of the assets of the Company available for distribution on parity with the holders of all convertible debt, including the convertible notes, issued prior to the date on which the Company initially issues such share, and before any payment shall be made to the holders of Series A Preferred Stock or ~~Junior~~junior ~~Securities~~securities by reason of such ownership, an amount in cash equal to the aggregate Liquidation Value of the Liquidation Note. The Series A Preferred Stock shall be paid out of the assets of the Company available for distribution before any payment shall be made to the holders of Junior Securities.

4857

Conversion

Upon written election to the Company, holders of Series A Preferred Stock shall have the right to convert each outstanding share (partial conversions are not permitted) of Series A Preferred Stock into an aggregate number of shares of Common Stock as determined by dividing (a) the Liquidation Value of the number of shares of Series A Preferred Stock being converted by (b) the Conversion Price in effect immediately prior to such conversion. The initial conversion price per share of Series A Preferred Stock (the “Conversion Price”) shall be $04.2480 per share, subject to adjustment as applicable. For purposes of illustration only, if the holder has ~~three~~one (31) ~~shares~~share of ~~Series~~ Series A Preferred Stock and wants to convert ~~two~~at ~~(2) of said shares, and~~ the Conversion Price isof $04.2480, the holder shall receive ~~100~~50,000 ~~shares~~(2,500 as adjusted for the proposed 1:20 reverse stock split) shares of Common Stock.

The Company shall at all times when any shares of Series A Preferred Stock is outstanding reserve and keep available out of its authorized but unissued shares of capital stock, solely for the purpose of issuance upon the conversion of the Series A Preferred Stock, such number of shares of Common Stock issuable upon the conversion of all outstanding Series A Preferred Stock, taking into account any adjustment to such number of shares so issuable in accordance with the terms of the Certificate of Designation.

Warrants

From December 2022 to January 2023, ICUMO conducted a private placement offering whereby it issued and sold convertible secured promissory notes in the total amount of $898,000 with a conversion price of $0.10 (the “2023 Notes”) and 8,980,000 warrants to purchase ICUMO common stock, with an exercise price of $0.15 (the “2023 Warrants”). As a condition to entering into the Share Exchange Agreement, ICUMO and the Company agreed that the Company would exchange the 2023 Notes and 2023 Warrants for notes and warrants issued by the Company on substantially comparable terms and conditions. Such replacement notes and warrants were issued by the Company to the holders of the 2023 Notes and 2023 Warrants on January 23, 2023 (the “Replacement Notes and Warrants”). 4,333,333 Warrants are currently outstanding as of the date of this prospectus.

The Replacement Notes and Warrants are, respectively, convertible into shares of Common Stock at a conversion price of $0.10 per share and warrants to purchase an aggregate of 8,980,000 shares of Common Stock at an exercise price of $0.15 per share, which expire five years from January 9, 2023. The 2023 Warrants and all rights thereunder are transferable in whole or in part.

On May 3, 2023, the Company issued two (2) convertible promissory notes in the aggregate amount of $201,200 and warrants to purchase an aggregate of 1,093,470 Shares of Common Stock for three (3) years at an exercise price of $0.23 per share.

In the 2024 Private Placement Offering, the Company sold an aggregate of 21.66 Units, each Unit consist of one Series A Preferred Stock and (ii) 62,500 Warrants.

Anti-Takeover Effects of Nevada Law and Our Articles of Incorporation and Bylaws

General. Certain provisions of our Articles of Incorporation and our Bylaws, and certain provisions of the NRS could make our acquisition by a third party, a change in our incumbent management, or a similar change of control more difficult. These provisions, which are summarized below, may reduce our vulnerability to an unsolicited proposal for the restructuring or sale of all or substantially all of our assets or an unsolicited takeover attempt. The summary of the provisions set forth below does not purport to be complete and is qualified in its entirety by reference to our Articles of Incorporation and our Bylaws and the applicable provisions of the NRS.

Special Meetings. Our Bylaws provide that special meetings of stockholders may only be called by the Board or a committee of the Board, which has been designated by the Board with such power and authorities as provided in a resolution of the Board, or in the Bylaws of the Company, with the authority to call special meetings. Special Meeting may not be called another person or persons.

Board Vacancies. Any vacancy on our Board, howsoever resulting, may be filled by a majority vote of the directors then in office even if less than a quorum is present. Any director elected to fill a vacancy shall hold office for a term expiring at the next annual meeting of stockholders, at which their successors are elected or appointed and the term of the class to which he or she has been elected expires, or until his or her earlier resignation or removal.

4958

Removal of Directors. Our Bylaws provide that any director, or the entire Board, may be removed from office at any time only for cause ~~and~~ and only by the affirmative vote of the holders of at least two-thirds (~~662~~66 2/3%) of the outstanding shares of capital stock of the ~~Company~~ Company entitled to vote generally in the election of directors.

Nevada’s “combinations with interested stockholders” statutes (NRS 78.411 through 78.444, inclusive) provide that specified types of business “combinations” between certain Nevada corporations and any person deemed to be an “interested stockholder” of the corporation are prohibited for two years after such person first becomes an “interested stockholder” unless the corporation’s board of directors approves the combination (or the transaction by which such person becomes an “interested stockholder”) in advance, or unless the combination is approved by the board of directors and sixty percent of the corporation’s voting power not beneficially owned by the interested stockholder, its affiliates and associates. Furthermore, in the absence of prior approval certain restrictions may apply even after such two-year period. For purposes of these statutes, an “interested stockholder” is any person who is (1) the beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding voting shares of the corporation, or (2) an affiliate or associate of the corporation and at any time within the two previous years was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then-outstanding shares of the corporation. The definition of the term “combination” is sufficiently broad to cover most significant transactions between a corporation and an “interested stockholder”. These laws generally apply to Nevada corporations with 200 or more stockholders of record. Our Articles of Incorporation include a provision electing that the Company not be governed by these laws.

In addition, NRS 78.139 also provides that directors may resist a change or potential change in control of the corporation if the board of directors determines that the change or potential change is opposed to or not in the best interest of the corporation upon consideration of any relevant facts, circumstances, contingencies or constituencies pursuant to NRS 78.138(4).

Transfer Agent

The transfer agent and registrar for our ~~common~~Common ~~stock~~Stock is VStock Transfer, LLC, with an address of 18 Lafayette Place, Woodmere, New York 11598, and its telephone number is (212) 828-8436.

SHARES ELIGIBLE FOR FUTURE SALE

Market sales of shares of our Common Stock after this offering and from time to time, and the availability of shares for future sale, may reduce the market price of our Common Stock. Sales of substantial amounts of our Common Stock, or the perception that these sales could occur, could adversely affect prevailing market prices for our Common Stock and could impair our future ability to obtain capital, especially through an offering of equity securities. After the effective date of the registration statement of which this Prospectus is a part, all of the shares registered in this offering will be freely tradable without restrictions or further registration under the Securities Act of 1933, unless the shares are purchased by our affiliates, as that term is defined in Rule 144 under the Securities Act. The balance of shares which are not being registered will be eligible for sale pursuant to exemptions from registration. However, these shares not being registered are held by our management and other affiliates who are limited to selling only 1% of our issued and outstanding shares every 90 days.

~~Our~~Market Common Stock is considered a “penny stock” and will continue to be considered a penny stock so long as it trades below $5.00 per share and, as such, trading in our Common Stock is subject to the requirements of Rule 15g-9 under the Securities Exchange Act of 1934. Under this rule, broker/dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements. The broker/dealer must make an individualized written suitability determination for the purchaser and receive the purchaser’s written consent prior to the transaction.Information

~~SEC~~Our ~~regulations~~common ~~also~~stock ~~require~~is ~~additional~~quoted ~~disclosure~~on ~~in connection with any trades involving a “penny stock,” including~~ the ~~delivery, prior~~OTCID toBasic ~~any~~Market ~~penny stock transaction,~~ of aOTC ~~disclosure~~Markets ~~schedule~~Group ~~explaining the penny stock market and its associated risks~~Inc. Inunder ~~addition, broker-dealers must disclose commissions payable to both~~ the ~~broker-dealer~~symbol ~~and the registered representative and current quotations for the securities they offer~~“COPR”. ~~The~~There ~~additional~~has ~~burdens~~been ~~imposed upon broker-dealers by such requirements may discourage broker-dealers from~~limited ~~recommending~~trading ~~transactions~~ in our ~~securities,~~common ~~which~~stock ~~could severely limit the liquidity of our securities~~ and ~~consequently~~there ~~adversely~~can ~~affect the~~be ~~market~~no ~~price~~assurances ~~for~~that ~~our~~an ~~securities.~~active ~~In addition, few broker or dealers are likely to undertake these compliance activities. Other risks associated with~~ trading inmarket ~~penny~~will ~~stocks~~ever ~~could also be price fluctuations and the lack of a liquid market~~develop.

50Stockholders

As of October 6, 2025, there were 471 stockholders of record of our common stock.

Dividend Policy

We have never paid any cash dividends on our capital stock and do not anticipate paying any cash dividends on our common stock in the foreseeable future. We intend to retain future earnings to fund ongoing operations and future capital requirements. Any future determination to pay cash dividends will be at the discretion of our board of directors and will be dependent upon financial condition, results of operations, capital requirements and such other factors as the board of directors deems relevant.

Lock-Ups

Pursuant to “lock-up” agreements, we, our executive officers and directors, and our majority stockholder prior to completion of this offering, have agreed, without the prior written consent of the representative not to directly or indirectly, offer to sell, sell, pledge or otherwise transfer or dispose of any of shares of (or enter into any transaction or device that is designed to, or could be expected to, result in the transfer or disposition by any person at any time in the future of) our Common Stock, enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of our Common Stock, make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or any other securities of ours or publicly disclose the intention to do any of the foregoing, subject to customary exceptions, for a period of 90 days for the Companywithout the prior written consent of the underwriter. These restrictions apply for a period of six (6) months following the date of the underwriting agreement for directors and officers, and three (3) months for any holders of 5% or more of our outstanding common shares

Rule 144

In general, under Rule 144, a person who has beneficially owned restricted shares for at least six months would be entitled to sell those securities provided that (1) such person is not deemed to have been one of our affiliates at the time of, or at any time during the 90 days preceding, a sale and (2) we have been subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale and are current in filing our periodic reports. Persons who have beneficially owned restricted shares of common stock for at least six months but who are our affiliates at the time of, or any time during the 90 days preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed 1% of the number of shares of common stock outstanding. Such sales by affiliates must also comply with the manner of sale and notice provisions of Rule 144 and to the availability of current public information about us. Our Company had been a shell company prior to January 23, 2023, and we satisfied the requirements of Rule 144(i)(2).

Rule 701

In general, under Rule 701 of the Securities Act, each of our employees, officers, directors, consultants or advisors who purchases shares of our Common Stock from us in connection with a compensatory stock or option plan or other written agreement executed before the effective date of the registration statement under the Securities Act is entitled to resell such shares 90 days after such effective date in reliance on Rule 144. An affiliate of ours can resell shares in reliance on Rule 144 without having to comply with the holding period requirement, and non-affiliates of ours can resell shares in reliance on Rule 144 without having to comply with the current public information and holding period requirements.

The SEC has indicated that Rule 701 will apply to typical options granted by an issuer before it becomes subject to the reporting requirements of the Exchange Act, along with the shares acquired upon exercise of such options, including exercises after an issuer becomes subject to the reporting requirements of the Exchange Act. Following the offering, we intend to file a registration statement on Form S-8 under the Securities Act covering approximately shares of Common Stock issued or issuable upon the exercise of stock options, subject to outstanding options or reserved for issuance under our employee and director stock benefit plans. Accordingly, shares registered under the registration statement will, subject to Rule 144 provisions applicable to affiliates, be available for sale in the open market, except to the extent that the shares are subject to vesting restrictions or the contractual restrictions described above.

UNDERWRITING

ThinkEquity LLC (“ThinkEquity” or the “underwriter”) is acting as sole book-runner. Subject to the terms and conditions of an underwriting agreement between us and the underwriter, we have agreed to sell to each underwriter named below, and each underwriter named below has severally agreed to purchase, at the public offering price less the underwriting discounts set forth on the cover page of this prospectus, the number of shares of Common Stock listed next to its name in the following table:

Name		Number of Shares of Common Stock
ThinkEquity LLC
Total

The underwriting agreement provides that the obligation of the underwriter to purchase all of the shares of Common Stock being offered to the public is subject to specific conditions, including the absence of any material adverse change in our business or in the financial markets and the receipt of certain legal opinions, certificates and letters from us, our counsel and the independent auditors. Subject to the terms of the underwriting agreement, the underwriters will purchase all of the shares of Common Stock being offered to the public, other than those covered by the over-allotment option described below, if any of these shares of Common Stock are purchased.

The underwriter is offering the shares of Common Stock, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel and other conditions specified in the underwriting agreement. The underwriter reserves the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

Over-Allotment Option

We have granted to the underwriter an option to purchase an additional fifteen percent (15%) of the total number of shares of this offering, exercisable no later than 45 calendar days after the date of the underwriting agreement, to purchase, based on the assumed offering price, up to an additional 117,187 shares of Common Stock at the public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. The underwriter may exercise this option only to cover over-allotments, if any, made in connection with this offering and may exercise this option to purchase additional shares. To the extent the option is exercised and the conditions of the underwriting agreement are satisfied, we will be obligated to sell to the underwriter, and the underwriter will be obligated to purchase, these additional shares of Common Stock.

Discounts and Expenses

The following table shows the public offering price, underwriting discount and proceeds, before expenses, to us. The information assumes either no exercise or full exercise by the underwriter of the over-allotment option.

Total

Per Share

(No Exercise)

(Full Exercise)

Public offering price

Underwriting discounts to be paid by us (7.0%):

Proceeds, before expenses, to us

The underwriter proposes to offer the shares of Common Stock offered by us to the public at the public offering price per share of Common Stock set forth on the cover of this prospectus. In addition, the underwriter may offer some of the shares of Common Stock to other securities dealers at such price, less a concession of $ per share of Common Stock. After the offering, the public offering price and concession to dealers may be changed. We have agreed to pay a non-accountable expense allowance to the underwriter equal to 1.0% of the gross proceeds received at the completion of this offering. We have paid $35,000 to the underwriter as an advance to be applied towards actual out-of-pocket expenses (the “Advance”). Any portion of the Advance shall be returned back to us to the extent not actually incurred in accordance with Financial Industry Regulation Authority (“FINRA”) Rule 5110(g)(4)(A).

We have agreed to reimburse the underwriter for all of its expenses, including, among other things, (a) all filing fees and communication expenses relating to the registration of the Shares to be sold in the offering (including the Over-allotment Shares) with the Commission; (b) all filing fees and expenses associated with the review of the offering by FINRA; (c) all fees and expenses relating to the listing of such Shares on The Nasdaq Capital Market, The Nasdaq Global Market, The Nasdaq Global Select Market, the NYSE or the NYSE American and on such other stock exchanges as the Company and Underwriter together determine, including any fees charged by The Depository Trust Company (DTC) for new securities; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers, directors and entities in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of such Shares under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as underwriter may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of such shares under the securities laws of such foreign jurisdictions as underwriter may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the underwriting agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among underwriters, Selected Dealers’ Agreement, underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as underwriter may reasonably deem necessary; (h) the costs and expenses of the public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Shares; (j) fees and expenses of the transfer agent for the Common Stock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to underwriter; (l) the costs associated with post-closing advertising the offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the closing in such quantities as the underwriter may reasonably request, in an amount not to exceed $3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) the fees and expenses of the underwriter’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the use of Ipreo’s book building, prospectus tracking and compliance software for the offering; (r) up to $10,000 of the underwriter’s actual accountable “road show” expenses; and (s) up to $10,000 of the underwriter’s market making and trading, and clearing firm settlement expenses for the offering.

Underwriter’s Warrants

We have agreed to issue to the underwriter (or its permitted assignees) warrants to purchase up to a total 5% of the shares of Common Stock sold in the offering (the “Underwriter’s Warrants”). The Underwriter’s Warrants will be exercisable at any time and from time to time, in whole or in part, during the four and one-half year period commencing 180 days from the commencement of sales of the securities in the offering, at a price per share equal to $ , which is 125% of the public offering price per share of Common Stock at the offering. Pursuant to FINRA Rule 5110(e), the Underwriter’s Warrant and any shares issued upon exercise of the Underwriter’s Warrants shall not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales of this offering, except the transfer of any security: (i) by operation of law or by reason of our reorganization; (ii) to any FINRA member firm participating in the offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction set forth above for the remainder of the time period; (iii) if the aggregate amount of our securities held by the underwriter or related persons does not exceed 1% of the securities being offered; (iv) that is beneficially owned on a pro rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund and the participating members in the aggregate do not own more than 10% of the equity in the fund; or (v) the exercise or conversion of any security, if all securities remain subject to the lock-up restriction set forth above for the remainder of the time period.

In addition, the Underwriter’s Warrants provide for registration rights upon request, in certain cases. The sole demand registration right provided will not be greater than five years from the date of the underwriting agreement in compliance with FINRA Rule 5110(g)(8)(C). The piggyback registration rights provided will a one-time demand registration right and unlimited piggyback rights consistent with FINRA Rule 5110). We will bear all fees and expenses attendant to registering the securities issuable on exercise of the warrants other than underwriting commissions incurred and payable by the holders. The exercise price and number of shares issuable upon exercise of the Underwriter’s Warrants may be adjusted in certain circumstances including in the event of a stock dividend or our recapitalization, reorganization, merger or consolidation. However, the warrant exercise price or underlying shares will not be adjusted for issuances of shares of Common Stock at a price below the warrant exercise price.

Determination of Offering Price

The offering price has been negotiated between the underwriter and us. In determining the offering price of the securities, the following factors were considered:

	●	prevailing market conditions;

	●	our historical performance and capital structure;

	●	estimates of our business potential and earnings prospects;

	●	an overall assessment of our management; and

	●	the consideration of these factors in relation to market valuation of companies in related businesses.

Listing Application

We intend to apply for our Common Stock to be listed on NYSE American under the symbol “COPR.” The consummation of this offering is contingent upon the approval of our listing on NYSE. If our listing application is not approved by NYSE American, we will not consummate the offering and will terminate this offering.

Lock-Up Agreements

We have agreed with the underwriter, not to offer for sale, issue, sell, contract to sell, pledge, or otherwise dispose of any of our Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, or to file or cause to be filed any registration statement with the Securities and Exchange Commission (the “Commission”) relating to any such securities, for a period of 90 days after the date of this prospectus, without the prior written consent of the underwriter. These restrictions apply for a period of six (6) months following the date of the underwriting agreement for directors and officers, and three (3) months for any holders of 5% or more of our outstanding common shares. These restrictions also apply to the issuance of shares of Common Stock upon the exercise or conversion of outstanding derivative securities, unless otherwise approved by ThinkEquity.

Additionally, we agreed that for a period of twenty-four (24) months following the closing of this offering, we will not directly or indirectly offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of our shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock in any “at-the-market”, continuous equity or variable rate transaction, without the prior consent of ThinkEquity.

ThinkEquity may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the lock-up period. When determining whether or not to release shares from the lock-up agreements, the underwriter will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time.

Right of First Refusal

We have granted the underwriter a right of first refusal, for a period of eighteen (18) months from the closing of this offering, to act as sole investment banker, back-runner and/or sole placement agent for any and all future public or private equity offering, including all equity-linked or debt offerings during such eighteen (18) month period of the Company, or any successor to or any subsidiary of the Company. We have agreed not to offer to retain any entity or person in connection with any such offering on terms more favorable than terms on which we offer to retain the underwriter. Such offer shall be made in writing in order to be effective. The underwriter shall notify us within ten (10) business days of its receipt of the written offer contemplated above as to whether it agrees to accept such retention. If the underwriter should decline such retention, we shall have no further obligations to the underwriter with respect to the offering for which it has offered to retain the Underwriter.

Indemnification

We have agreed to indemnify the underwriter against certain liabilities, including liabilities under the Securities Act, and to contribute to payments that the underwriters may be required to make for these liabilities.

Other Relationships

The underwriter and its affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

Price Stabilization, Short Positions, and Penalty Bids

In connection with this offering, the underwriter may engage in transactions that stabilize, maintain or otherwise affect the price of our securities. Specifically, the underwriters may over-allot in connection with this offering by selling more securities than are set forth on the cover page of this prospectus. This creates a short position in our securities for its own account. The short position may be either a covered short position or a naked short position. In a covered short position, the number of securities over-allotted by the underwriters is not greater than the number of securities that they may purchase in the over-allotment option. In a naked short position, the number of securities involved is greater than the number of shares of Common Stock in the over-allotment option. To close out a short position, the underwriters may elect to exercise all or part of the over-allotment option. The underwriters may also elect to stabilize the price of our securities or reduce any short position by bidding for, and purchasing, securities in the open market.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter or dealer repays selling concessions allowed to it for distributing a security in this offering because the underwriter repurchases that security in stabilizing or short covering transactions.

Finally, the underwriters may bid for, and purchase, securities in market making transactions, including “passive” market making transactions as described below.

These activities may stabilize or maintain the market price of our securities at a price that is higher than the price that might otherwise exist in the absence of these activities. The underwriters are not required to engage in these activities, and may discontinue any of these activities at any time without notice.

In connection with this offering, the underwriters and selling group members, if any, or their affiliates may engage in passive market making transactions in our Common Stock immediately prior to the commencement of sales in this offering, in accordance with Rule 103 of Regulation M under the Exchange Act. Rule 103 generally provides that:

●

a passive market maker may not effect transactions or display bids for our securities in excess of the highest independent bid price by persons who are not passive market makers;

●

net purchases by a passive market maker on each day are generally limited to 30% of the passive market maker’s average daily trading volume in our securities during a specified two-month prior period or 200 shares, whichever is greater, and must be discontinued when that limit is reached; and

●

passive market making bids must be identified as such.

Electronic Distribution

A prospectus in electronic format may be made available on a website maintained by the underwriters and may also be made available on a website maintained by other underwriters. The underwriters may agree to allocate a number of shares to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives of the underwriters to underwriters that may make Internet distributions on the same basis as other allocations. In connection with the offering, the underwriters or syndicate members may distribute prospectuses electronically. No forms of electronic prospectus other than prospectuses that are printable as Adobe® PDF will be used in connection with this offering.

The underwriters have informed us that they do not expect to confirm sales of shares offered by this prospectus to accounts over which they exercise discretionary authority.

Other than the prospectus in electronic format, the information on any underwriter’s website and any information contained in any other website maintained by an underwriter is not part of the prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or any underwriter in its capacity as underwriter and should not be relied upon by investors.

LEGAL MATTERS

The validity of the shares offered through this prospectus has been passed on by The Crone Law Group, P.C. Certain legal matters relating to the offering will be passed upon for the underwriter by Cozen O’Connor LLP.

EXPERTS

The financial statements included in this prospectus and in the registration statement for the ~~quarter~~fiscal year ended ~~April~~January 3031, ~~2024~~2025 ~~and~~have ~~the fiscal~~been ~~years~~audited ~~ended~~by ~~January~~Novogradac ~~31,~~& ~~2024~~Company ~~and~~LLP. ~~January~~The ~~31,~~financial ~~2023,~~statements ~~have~~for ~~been~~the ~~reviewed~~fiscal byyear ~~GreenGrowth~~ended ~~CPA’s~~January ~~and~~31, 2024 were audited by ~~Turner,~~GreenGrowth ~~Stone~~CPAs. Each of Novogradac & Company ~~L.L.P.,~~LLP ~~respectively,~~and ~~each~~GreenGrowth anCPAs are independent registered public accounting ~~firm~~firms. ~~and~~Such financial statements are included herein in reliance upon ~~such report given upon~~ the authority of said ~~firm~~firms as experts in auditing and accounting in this prospectus. On ~~March 27~~October 2, ~~2023~~2024, the ~~Board changed the fiscal year end of the~~ Company ~~from~~dismissed ~~January~~GreenGrowth ~~31st~~CPAs ~~of each year to January 31st, effective~~ as ~~of January 31, 2023. The Board also changed~~ its independent registered public accounting firm ~~from HHC to Turner, Stone & Company~~. On ~~January~~the ~~25,~~same ~~2024,~~date the Company engaged ~~GreenGrowth~~ ~~CPAs,~~Novogradac ~~Inc.~~& ~~(the~~Company ~~“New~~LLP ~~Accounting Firm”)~~ as ~~our~~its independent registered public accounting firm ~~for the year ended January 31, 2024~~. The Board made the decision to engage the ~~New~~GreenGrowth CPAs ~~Accounting Firm~~ acting under authority delegated to it. During the fiscal year ending January 31, 2024, and during the ~~Board~~interim ~~approved~~period ~~the~~through October ~~same~~2, 2024, we had no disagreements with GreenGrowth CPAs on ~~January~~any 25matter of accounting principles or practices, ~~2024~~financial statement disclosure, or auditing scope of procedure.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and persons controlling us pursuant to the provisions described in Item 14 of the registration statement of which this prospectus is a part or otherwise, we have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our directors, officers, or controlling persons in the successful defense of any action, suit, or proceeding) is asserted by our directors, officers, or controlling persons in connection with the common stock being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of the issue.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Commission this registration statement on Form S-1 under the Securities Act with respect to the ~~common~~Common ~~stock~~Stock being offered by this prospectus. This prospectus, which constitutes a part of this registration statement, does not contain all of the information in this registration statement and its exhibits. For further information with respect to us and the ~~common~~Common ~~stock~~Stock offered by this prospectus, you should refer to this registration statement and the exhibits filed as part of that document. Statements contained in this prospectus as to the contents of any contract or any other document referred to are not necessarily complete, and in each instance, we refer you to the copy of the contract or other document filed as an exhibit to this registration statement. Each of these statements is qualified in all respects by this reference.

Upon effectiveness of this registration statement, we will become subject to the information and periodic reporting requirements of the Exchange Act and, in accordance therewith, we will file periodic reports, proxy statements and other information with the SEC. Such periodic reports, proxy statements, and other information will be available for inspection and copying at the public reference room and website of the Commission referred to above.

5166

781,250 Shares of Common Stock

Idaho Copper Corporation

PRELIMINARY PROSPECTUS

ThinkEquity

, 2025

Through and including , 2025 (the 25^th day after the date of this offering), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

IDAHO COPPER CORPORATION AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 6580)		F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID: 76)		F-3
Consolidated Balance Sheets as of January 31, 2024, and 2023		F-4
Consolidated Statements of Operations for the years ended January 31, 2024, and 2023		F-5
Consolidated Statements of Changes in Stockholders’ Deficit for the years ended January 31, 2024, and 2023		F-6
Consolidated Statements of Cash Flows for the years ended January 31, 2024, and 2023		F-7
Notes to Consolidated Financial Statements		F-8

IDAHO COPPER CORPORATION

Condensed Consolidated Financial Statements (unaudited)
Condensed Consolidated Balance Sheets as of April 30, 2024, and January 31, 2024 (unaudited)		F-17
Condensed Consolidated Statements of Operations for the three months ended April 30, 2024, and 2023 (unaudited)		F-18
Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three months ended April 30, 2024, and 2023 (unaudited)		F-19
Condensed Consolidated Statements of Cash Flows for the three months ended April 30, 2024, and 2023 (unaudited)		F-20
Notes to the Condensed Consolidated Financial Statements (unaudited)		F-21

(UNAUDITED)

		Page
Condensed Consolidated Financial Statements (unaudited)

Condensed Consolidated Balance Sheets as of July 31, 2025, and January 31, 2025 (unaudited)		F-2

Condensed Consolidated Statements of Operations for the three and six months ended July 31, 2025, and 2024 (unaudited)		F-3

Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the six months ended July 31, 2025, and 2024 (unaudited)		F-4

Condensed Consolidated Statements of Cash Flows for the six months ended July 31, 2025, and 2024 (unaudited)		F-5

Notes to the Condensed Consolidated Financial Statements (unaudited)		F-6- F-18

		Page

Report of Independent Registered Public Accounting Firm (PCAOB ID: 474)		F-19

Report of Independent Registered Public Accounting Firm (PCAOB ID: 6580)		F-20

Consolidated Balance Sheets as of January 31, 2025, and 2024		F-21

Consolidated Statements of Operations for the years ended January 31, 2025, and 2024		F-22

Consolidated Statements of Changes in Stockholders’ Deficit for the years ended January 31, 2025, and 2024		F-23

Consolidated Statements of Cash Flows for the years ended January 31, 2025, and 2024		F-24

Notes to Consolidated Financial Statements		F-25

F-1

~~Report~~IDAHO ofCOPPER ~~Independent Registered Public Accounting Firm~~CORPORATION

ToCondensed ~~the~~Consolidated ~~Board~~Balance ~~of Directors and Stockholders of Idaho Copper Corporation~~Sheet

~~Opinion on the Financial Statements~~(unaudited)

We have audited the accompanying consolidated balance sheet of Idaho Copper Corporation (the Company) as of January 31, 2024 and the related consolidated statements of operations, consolidated statements of changes in stockholders’ deficit, and consolidated statements of cash flows for the period ended January 31, 2024, and the related notes (collectively referred to as the financial statements).

	July 31,			January 31,
	2025			2025
ASSETS
Current assets
Cash	$	1,555		$	100,678
Other receivables		-			3,644
Prepaid expenses		170,938			104,506
Total current assets		172,493			208,828

Right of use asset		-			7,090
Deposit		100,000			100,000

Total assets	$	272,493		$	315,918

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	447,760		$	325,088
Accounts payable and accrued expenses to related parties		30,000			-
Accounts payable and accrued expenses		30,000			-
Accrued expenses to related parties
Accrued interest, current portion		953,913			860,768
Notes payable to related party		165,000			100,000
Lease liability		-			7,090
Bond liabilities, current portion		1,041,000			791,000
Total current liabilities		2,637,673			2,083,946
Non-current liabilities
Bond liabilities, non-current portion		2,089,000			2,339,000
Convertible notes payable, net of discounts
Accrued interest, non-current portion		1,138,626			1,061,926
Total non-current liabilities		3,227,626			3,400,926
Total liabilities		5,865,299			5,484,872

Commitments and contingencies (Note 8)		-			-

Stockholders’ deficit
Preferred stock, $0.001 par value, 10,000,000 shares authorized, 196.67 and 196.67 shares issued and outstanding at July 31, 2025 and January 31, 2025, respectively		-			-
Common stock, $0.001 par value, 500,000,000 shares authorized, 265,860,511 and 261,463,225 shares issued and outstanding at July 31, 2025 and January 31, 2025, respectively		265,861			261,463
Additional paid-in capital		32,745,127			31,712,525
Subscription receivable
Accumulated deficit		(38,603,794	)		(37,142,942	)
Total stockholders’ deficit		(5,592,806	)		(5,168,954	)

Total liabilities and stockholders’ deficit	$	272,493		$	315,918

InThe ~~our~~accompanying ~~opinion,~~notes ~~the~~are ~~financial~~an ~~statements~~integral ~~present~~part ~~fairly, in all material respects, the financial position~~ of the ~~Company~~unaudited ascondensed ofconsolidated ~~January~~financial ~~31, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America~~statements.

Going Concern

The accompanying financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has not yet generated any revenues. This raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Stock Based Compensation

Stock-based compensation expense incurred by the Company for employees and directors is based on the employee model of ASC 718, and the fair market value of the award is measured at the grant date. Corresponding expenses for employee and non-employee services are recognized over the requisite service period, which is typically the vesting period.

We identified management’s assumptions used in the Black Scholes Model as a critical audit matter. Management made judgments to determine the inputs used in the model. Specifically, the inputs include Stock Price, Exercise Price, Estimated Term, Volatility, Annual Rate of Quarterly Dividend and Risk-Free Rate. Auditing the judgments made by management required a high degree of auditor judgment and an increased extent of audit effort.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures comprised of evaluating the Company’s assumptions used in the Black Scholes Model and reviewing the calculations.

May 15, 2024

GreenGrowth CPAs

We have served as the Company’s auditor since 2024.

Los Angeles, California

PCAOB ID Number 6580

F-2

~~Your~~IDAHO ~~Vision~~COPPER ~~Our Focus~~CORPORATION

~~Report~~Condensed Consolidated Statement of ~~Independent Registered Public Accounting Firm~~Operations

~~Board~~For the ofThree ~~Directors~~ and ~~Shareholders~~Six Months Ended July 31,

~~Idaho Copper Corporation~~(unaudited)

Opinion on the Consolidated Financial Statements

	2025			2024			2025			2024
	Three Months Ended						For the Six Months Ended
	July 31,						July 31,
	2025			2024			2025			2024
Revenue	$	-		$	-		$	-		$	-

Operating expenses
Professional fees		28,311			81,694			198,635			340,609
Payroll and related expenses		60,000			195,150			125,000			452,650
Rent expense		349			29,385			10,279			143,085
Stock-based compensation		597,500			364,808			875,000			554,056
Other general and administrative expenses		15,309			272,423			55,693			428,022
Total operating expenses		701,469			943,460			1,264,607			1,918,422

Operating loss		(701,469	)		(943,460	)		(1,264,607	)		(1,918,422	)

Other income (expense)
Amortization of beneficial conversion feature
Amortization of debt discount		-			-			-			(19,490	)
Interest income		-			6,407			-			6,407
Interest expense		(76,495	)		(98,928	)		(196,245	)		(148,742	)
Total other income (expense)		(76,495	)		(92,521	)		(196,245	)		(161,825	)

Net loss	$	(777,964	)	$	(1,035,981	)	$	(1,460,852	)	$	(2,080,247	)

Basic and diluted net loss per common share	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)
Basic and diluted weighted average common shares outstanding		264,084,088			247,132,940			263,058,995			236,972,935

WeThe ~~have audited the~~ accompanying ~~consolidated~~notes ~~balance~~are ~~sheet~~an ofintegral ~~Idaho~~part ~~Copper Corporation as~~ of ~~January 31, 2023, and~~ the ~~related~~unaudited condensed consolidated ~~statements~~ ~~of operations, changes in stockholders’ deficit, and cash flows for the year ended January 31, 2023, and the related notes (collectively referred to as the “~~financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of Idaho Copper Corporation as of January 31, 2023, and the results of its operations and its cash flows for the year ended January 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 2 to the financial statements, the entity has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to Idaho Copper Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Idaho Copper Corporation is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ Turner, Stone & Company, L.L.P.

We have served as Idaho Copper Corporation’s auditor since 2023.

Dallas, Texas

June 14, 2023

F-3

IDAHO COPPER CORPORATION

~~(f/k/a~~Condensed ~~Joway~~Consolidated ~~Health~~Statements ~~Industries~~of ~~Group~~Changes ~~Inc.)~~in Stockholders’ Deficit

~~Consolidated~~For ~~Balance~~the ~~Sheet~~Six Months Ended July 31, 2025 and 2024

~~January 31,~~(unaudited)

	2024			2023
	Shares			Amount			Shares		Amount		Capital			Receivable			Deficit			Total
ASSETS
											Additional						Accumu-
Current assets
	Preferred Stock						Common Stock				Paid-in			Subscription			lated
Cash	$	30,146		$	431,374
	Shares			Amount			Shares		Amount		Capital			Receivable			Deficit			Total
Prepaid expenses		21,624			-
Balance, January 31, 2024		23		$	-			214,647,732	$	214,648	$	25,336,048		$	(11,000	)	$	(31,600,305	)	$	(6,060,609	)
Total current assets		51,770			431,374
Adoption of ASU 2020-06		-			-			-		-		-			-			(405,305	)		(405,305	)
Right of use asset
Sale of preferred stock		139			-			-		-		1,742,300			11,000			-			1,753,300
Deposit		100,000			100,000
Conversion of convertible notes payable		-			-			12,848,116		12,848		1,035,945			-			-			1,048,793
Total assets	$	151,770		$	531,374
Exercise of options		-			-			19,521,249		19,521		(19,521	)		-			-			-
CURRENT LIABILITIES AND STOCKHOLDERS’ DEFICIT
Stock-based compensation		-			-			-		-		189,248			-			-			189,248
Current liabilities
Net loss for the period ended April 30, 2024		-			-			-		-		-			-			(1,044,266	)		(1,044,266	)
Accounts payable and accrued expenses	$	434,519		$	354,763
Balance, April 30, 2024		162		$	-			247,017,097	$	247,017	$	28,284,020		$	-		$	(33,049,876	)	$	(4,518,839	)
Accrued expenses to related parties		370,135			83,333
Sale of preferred stock		23.67			-			-		-		320,084			-			-			320,084
Accrued interest, current portion		1,115,723			8,817
Stock-based compensation		-			-			1,888,173		1,888		362,920			-			-			364,808
Lease liability
Exercise of warrant		-			-			1,041,667		1,042		(1,042	)		-			-			-
Bond liabilities
Costs related to the sale of preferred stock		-			-			-		-		(50,000	)		-			-			(50,000	)
Total current liabilities		1,920,377			446,913
Net loss for the period ended July 31, 2024		-			-			-		-		-			-			(1,035,981	)		(1,035,981	)
Non-current liabilities
Balance, July 31, 2024		185.67		$	-			249,946,937	$	249,947	$	28,915,982		$	-		$	(34,085,857	)	$	(4,919,928	)
Bond liabilities		3,135,000			3,135,000
Balance, January 31, 2025		196.67		$	-			261,463,225	$	261,463	$	31,712,525		$	-		$	(37,142,942	)	$	(5,168,954	)
Convertible notes payable, net of discounts		623,999			218,429
Stock-based compensation		-			-			1,491,334		1,492		276,008			-			-			277,500
Accrued interest, non-current portion		533,003			1,351,609
Exercise of warrants		-			-			450,000		450		107,550			-			-			108,000
Total non-current liabilities		4,292,002			4,705,038
Net loss for the period ended April 30, 2025		-			-			-		-		-			-			(682,888	)		(682,888	)
Total liabilities		6,212,379			5,151,951
Balance, April 30, 2025		196.67		$	-			263,404,559	$	263,405	$	32,096,083		$	-		$	(37,825,830	)	$	(5,466,342	)
Commitments and contingencies (Note 7)		-			-
Balance		196.67		$	-			263,404,559	$	263,405	$	32,096,083		$	-		$	(37,825,830	)	$	(5,466,342	)
Stockholders’ deficit
Stock-based compensation		-			-			2,230,952		2,231		595,269			-			-			597,500
Preferred stock, $0.001 par value, 10,000,000 shares authorized, 23 and 0 shares issued and outstanding at January 31, 2024 and 2023, respectively		-			-
Exercise of warrants		-			-			225,000		225		53,775			-			-			54,000
Common stock, $0.001 par value, 500,000,000 shares authorized, 214,647,732 and 208,457,823 shares issued and outstanding at January 31, 2024 and 2023, respectively		214,648			208,458
Net loss for the period ended July 31, 2025		-			-			-		-		-			-			(777,964	)		(777,964	)
Additional paid-in capital		25,336,048			23,059,223
Net loss		-			-			-		-		-			-			(777,964	)		(777,964	)
Subscription receivable		(11,000	)		-
Balance, July 31, 2025		196.67		$	-			265,860,511	$	265,861	$	32,745,127		$	-		$	(38,603,794	)	$	(5,592,806	)
Accumulated deficit		(31,600,305	)		(27,888,258	)
Balance		196.67		$	-			265,860,511	$	265,861	$	32,745,127		$	-		$	(38,603,794	)	$	(5,592,806	)
Total stockholders’ deficit		(6,060,609	)		(4,620,577	)
Total liabilities and stockholders’ deficit	$	151,770		$	531,374

The accompanying notes are an integral part of ~~the~~these unaudited condensed consolidated financial statements.

F-4

IDAHO COPPER CORPORATION

~~(f/k/a Joway~~Condensed ~~Health~~Consolidated ~~Industries~~Statements ~~Group~~of ~~Inc.)~~Cash Flows

~~Consolidated Statement~~For ofthe ~~Operations~~Six Months Ended July 31,

~~For the Years Ended January 31,~~(unaudited)

	2024			2023
	2025			2024
Revenue	$	-		$	-
Cash flows from operating activities:
Operating expenses
Net loss	$	(1,460,852	)	$	(2,080,247	)
Professional fees		524,931			240,324
Adjustments to reconcile net loss to net cash used in operating activities:
Payroll and related expenses		318,561			963,055
Stock-based compensation		875,000			554,056
Rent expense		42,000			42,000
Amortization of beneficial conversion feature
Stock-based stock compensation		2,043,909			2,769,292
Amortization of debt discount		-			19,490
Other general and administrative expenses		75,283			138,214
Change in assets and liabilities:
Total operating expenses		3,004,684			4,152,885
Prepaid expenses		(66,432	)		(116,233	)
Operating loss		(3,004,684	)		(4,152,885	)
Other receivable		3,644			-
Other income (expense)
Accounts payable and accrued expenses		122,673			(71,811	)
Amortization of beneficial conversion feature		(261,062	)		(6,095	)
Accrued expenses - related party		30,000			12,277
Amortization of debt discount		(45,266	)		-
Accrued interest		169,844			83,194
Gain on disposal of asset		-			200,458
Net cash used in operating activities		(326,123	)		(1,599,274	)
Interest expense		(401,035	)		(340,948	)
Cash flows from financing activities:
Total other income (expense)		(707,363	)		(146,585	)
Proceeds from convertible notes payable
Net loss	$	(3,712,047	)	$	(4,299,470	)
Proceeds from note payable		65,000			-
Basic and diluted net loss per common share	$	(0.02	)	$	(0.18	)
Repayment of debenture
Basic and diluted weighted average common shares outstanding		211,294,527			24,183,399
Proceeds from exercise of warrants		162,000			-
Proceeds from sale of preferred stock, net		-			2,023,384
Net cash provided by financing activities		227,000			2,023,384
Net (decrease) increase in cash		(99,123	)		424,110
Cash at beginning of period		100,678			30,146
Cash at end of period	$	1,555		$	454,256
Cash paid for interest	$	11,785		$	-
Cash paid for taxes	$	-		$	-
Non-cash investing and financing activities:
Conversion of convertible notes payable	$	-		$	1,048,793
Cashless exercise of warrants and options	$	-		$	20,563

The accompanying notes are an integral part of ~~the~~these unaudited condensed consolidated financial statements.

F-5

IDAHO COPPER CORPORATION

~~(f/k/a~~and ~~Joway Health Industries Group Inc.)~~Subsidiaries

~~Consolidated~~Notes ~~Statements~~to ofthe ~~Changes~~Condensed inConsolidated ~~Stockholders’~~Financial ~~Deficit~~Statements

~~For~~July ~~the Years Ended January~~ 31, ~~2024 and 2023~~2025

									Additional
	Preferred Stock				Common Stock				Paid-in		Subscription			Accumulated
	Shares		Amount		Shares		Amount		Capital		Receivable			Deficit			Total
Balance, January 31, 2022		-	$	-		20,054,000	$	20,054	$	232,861	$	-		$	(8,547,688	)	$	(8,294,773	)
Common stock issued for ICUMO		-		-				-							-			-
Recapitalization		-		-		182,240,000		182,240		19,378,067		-			(15,041,100	)		4,519,207
Common stock options issued for services		-		-		6,163,823		6,164		967,129		-						973,293
Issuance of warrants for common stock		-		-		-		-		1,796,000		-			-			1,796,000
Beneficial conversion feature on convertible notes payable		-		-		-		-		685,166		-			-			685,166
Net loss for the period ended January 31, 2023		-		-		-		-		-		-			(4,299,470	)		(4,299,470	)
Balance, January 31, 2023		-	$	-		208,457,823	$	208,458	$	23,059,223	$	-		$	(27,888,258	)	$	(4,620,577	)
Balance, January 31, 2023		-	$	-		208,457,823	$	208,458	$	23,059,223	$	-		$	(27,888,258	)	$	(4,620,577	)
Balance		-	$	-		208,457,823	$	208,458	$	23,059,223	$	-		$	(27,888,258	)	$	(4,620,577	)
Common stock issued for services		-		-		2,345,836		2,345		307,008		-			-			309,353
stock-based compensation		-		-		-		-		1,324,731					-			1,324,731
Warrants issued		-		-		-		-		103,846		-			-			103,846
Conversion of liabilities to common stock		-		-		3,844,073		3,845		265,240		-			-			269,085
Issuance of preferred stock and warrants for common stock		23		-		-		-		276,000		(11,000	)		-			265,000
Net loss for the period ended January 31, 2024		-		-		-		-		-		-			(3,712,047	)		(3,712,047	)
Balance, January 31, 2024		23	$	-		214,647,732	$	214,648	$	25,336,048	$	(11,000	)	$	(31,600,305	)	$	(6,060,609	)
Balance		23	$	-		214,647,732	$	214,648	$	25,336,048	$	(11,000	)	$	(31,600,305	)	$	(6,060,609	)

(unaudited)

The accompanying notes are an integral part of these consolidated financial statements.

F-6

IDAHO COPPER CORPORATION

(f/k/a Joway Health Industries Group Inc.)

Consolidated Statements of Cash Flows

For the Years Ended January 31,

	2024			2023
Cash flows from operating activities:
Net loss	$	(3,712,047	)	$	(4,299,470	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		2,043,909			2,769,292
Amortization of beneficial conversion feature		261,062			6,095
Amortization of debt discount		45,266			-
Convertible notes payable issued for expenses		-			360,666
Expenses paid by parent company		-			395,735
Change in assets and liabilities:
Prepaid expenses		(21,624	)		5,000
Accounts payable and accrued expenses		78,757			281,639
Accrued expenses - related party		288,689			83,333
Accrued interest		147,560			250,136
Net cash used in operating activities		(868,428	)		(147,574	)
Cash flows from financing activities:
Proceeds from convertible notes payable		202,200			-
Proceeds from sale of preferred stock		265,000			-
Proceeds from notes payable		-			361,000
Net cash provided by financing activities		467,200			361,000
Net increase in cash		(401,228	)		213,426
Cash at beginning of period		431,374			217,948
Cash at end of period	$	30,146		$	431,374
Cash paid for interest	$	-		$	90,813
Cash paid for taxes	$	-		$	-
Non-cash investing and financing activities:
Conversion of liabilities into common stock	$	269,085		$	-
Beneficial conversion feature on convertible debt	$	-		$	685,166

The accompanying notes are an integral part of these consolidated financial statements.

F-7

IDAHO COPPER CORPORATION

(f/k/a Joway Health Industries Group Inc.)

Notes to the Consolidated Financial Statements

January 31, 2024

NOTE 1 – NATURE OF OPERATIONS

The accompanying condensed consolidated financial statements include the financial statements of Idaho Copper Corporation (formerly known as Joway Health Industries Group Inc.) (referred to herein as “Idaho Copper”). Idaho Copper is hereinafter referred to as the “Company,” “we,” and “us.”

On February 3, 2022, the Company consummated the transactions contemplated by the Stock Purchase Agreement dated as of January 31, 2022 (the “Purchase Agreement”), by and among the Company, Crystal Globe Limited, a company incorporated under the laws of British Virgin Islands (the “Seller”), and JHP Holdings, Inc., a Nevada corporation (the “Buyer”), pursuant to which the Buyer purchased 16832,~~644,820~~241 shares of common stock of the Company from the Seller.

On January 23, 2023, the Company entered into and consummated the transactions contemplated by a share exchange agreement (the “Share Exchange Agreement”) by and among the Company, International CuMo Mining Corporation, an Idaho corporation (“ICUMO”), and all of the shareholders of ICUMO (collectively, the “ICUMO Shareholders”). Pursuant to the terms of the Share Exchange Agreement (the “RTO”), the ICUMO Shareholders transferred all the issued and outstanding shares of common stock of ICUMO to the Company in exchange for ~~182~~9,~~240~~112,000 shares of the Company’s common stock, par value $0.001 per share. As a result of this share exchange (the “Exchange”), ICUMO became a wholly owned subsidiary of the Company. See Note 7. For financial reporting purposes, the acquisition of ICUMO and the change of control in connection with the acquisition represented a “reverse merger” and ICUMO is deemed to be the accounting acquirer in the transaction. ICUMO is the acquirer for financial reporting purposes, and the Company is the acquired company. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to the acquisition are those of ICUMO.

The Company continues to be a “smaller reporting company,” as defined under the Exchange Act of 1934, as amended (the “Exchange Act”) following the Exchange, however, as a result of the Exchange, the Company has ceased to be a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act).

ICUMO Background

ICUMO is an exploration and development company with mineral right interests in the United States of America. ICUMO was originally incorporated under the laws of Nevada in 2005, as Mosquito Mining Corp. In 2013, the Company was moved to Idaho and the name changed to Idaho CuMo Mining Corporation. In early February 2023 the name was changed to Idaho Copper Corporation.

Nature of Operations

The Company is in the process of exploring its mineral rights interests in the United States and atas of the date of these condensed consolidated financial statements, has not yet determined whether any of its mineral properties contain economically recoverable mineral reserves. Accordingly, the carrying amount of mineral right interests represents cumulative expenditures incurred to date and does not necessarily reflect present or future values. The recovery of these costs is dependent upon the discovery of economically recoverable mineral reserves and the ability of the Company to obtain the necessary financing to complete their exploration and development and to resolve any environmental, regulatory, or other constraints. Uncertainty also exists with respect to the recoverability of the carrying value of certain mineral rights interests. The ability of the Company to realize its investment in resource properties is contingent upon the resolution of the uncertainties and confirmation of the Company’s title to the mineral properties.

Offering

The Company filed a registration statement on Form S-1 with the Securities and Exchange Commission (“SEC”) on July 11, 2024, to offer and resell up to 4,706,332 shares of common stock by selling stockholders consisting of (i) up to 464,167 shares of common stock issuable upon the conversion of 185.66 shares of Series A Convertible Non-Voting Preferred Stock, $0.001 par value per share sold in a private placement offering with Newbridge Securities Corporation acting as the sole placement agent (the “Newbridge Private Placement Offering”) (ii) up to 580,208 shares of common stock issuable upon the exercise of warrants sold in the Newbridge Private Placement Offering, (iii) 40,667 shares of common stock issued to the placement agent of the Newbridge Private Placement Offering, (iv) 3,339,707 shares of common stock issued pursuant to the January 23, 2023 share exchange with the former shareholders of ICUMO, (v) 216,667 shares of common stock sold a private placement offering on December 15, 2022, (vi) 44,000 shares of common stock issuable upon conversion of the principal and accrued interest of two convertible promissory notes in the aggregate principal amount of $201,200 in total, at a price of $4.60 per share, issued to certain selling stockholders on April 5, 2024, and (vii) 20,917 shares of common stock issued in consideration of consulting fees to various consultants. The registration statement was declared effective by the SEC on June 13, 2025.

F-6

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and has a year-end of January 31. On March 9, 2023, the Company filed with the State of Nevada for a year-end change from December 31 to January 31. The condensed consolidated financial statements are based on the balance sheets and statements of operations of ICUMO on a post-merger basis.

The unaudited condensed consolidated financial statements of the Company for the six month periods ended July 31, 2025, and 2024 have been prepared in accordance with US GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X. Accordingly, they do not include all the information and footnotes required by US GAAP for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments unless otherwise indicated), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The condensed consolidated balance sheet information as of January 31, 2025, was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended January 31, 2025, included as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended April 30, 2025, as filed with the Securities and Exchange Commission (the “SEC”). These condensed consolidated financial statements should be read in conjunction with that report.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in the consolidation. The condensed consolidated financial statements included herein, are presented in accordance with US GAAP, and stated in United States dollars, and have been prepared by the Company, pursuant to the rules and regulations of the SEC.

F-8

Liquidity and Going Concern

We have incurred recurring losses since inception and expect to continue to incur losses as a result of legal, ~~stock-based compensation,~~and professional fees and our corporate general and administrative expenses. On ~~January~~July 31, ~~2024~~2025, we had $301,~~146~~555 in cash. Our net loss incurred for the ~~year~~six months ended ~~January~~ July 31, ~~2024~~2025, was $31,~~712~~460,~~047 and~~852 and the working capital deficit was $12,~~868~~465,~~607~~ 180 on ~~January~~July 31, ~~2024~~2025. As a result, there is substantial doubt about our ability to continue as a going concern. In the event that we are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on our business, operating results, financial condition and long-term prospects. The Company expects to seek to obtain additional funding through increased revenues and future financing. There can be no assurance as to the availability or terms upon which such financing and capital might be available. The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions ~~that~~ that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

F-7

Cash

Cash is comprised of cash balances. Cash is held at major financial institutions and is subject to credit risk to the extent that those balances exceed applicable Federal Deposit Insurance Corporation (“FDIC”) insurance amounts of $250,000. From time to time, the Company has certain cash balances, including restricted cash, that may exceed insured limits. The Company utilizes large ~~banking~~and reputable banking institutions which it believes mitigates these risks. The Company has not experienced any losses in such accounts. As of July 31, 2025, the Company’s cash balance did not exceed the insurance limits.

Stock-Based Compensation

The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718, Compensation – Stock Compensation, and Certain Redeemable Financial Instruments. Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method.

Fair Value of Financial Instruments

The book values of cash, ~~accounts receivable,~~ and accounts payable approximate their respective fair values due to the short-term nature of these instruments. The fair value hierarchy under US GAAP distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs).

The hierarchy consists of three levels

	●	Level one — Quoted market prices in active markets for identical assets or liabilities;
	●	Level two — Inputs other than level one inputs that are either directly or indirectly observable; and
	●	Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter.

Net Loss Per Share

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by FASB, ASC Topic 260, Earnings per Share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. The Company has 120,358,262 dilutive shares (related to the convertible notes (see Note 4)) of common stock as of January 31, 2024, which were excluded from the net loss per share calculation because the effect would be anti-dilutive.

F-9

Income Taxes

The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carryforwards and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those temporary differences are expected to be recovered or settled.

The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.

Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions as of ~~January~~July 31, ~~2024~~2025. Interest and penalties, if any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the ~~year~~six months ended July ~~January~~ 31, ~~2024~~2025.

F-8

Recently Issued and Adopted Accounting Pronouncements

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for convertible Instruments and Contracts in an an Entity’s Own Equity, to address the complexity in accounting for certain financial instruments with characteristics of ~~liabilities~~ liabilities and equity. This ASU significantly changes the guidance on the issuer’s accounting for convertible instruments and the guidance on the derivative scope exception for contracts in an entity’s own equity so that fewer conversion features will require separate recognition, and fewer freestanding instruments, like warrants ~~with~~which require liability treatment. ASU 2020-06 is effective for smaller reporting companies for fiscal years beginning after December 15, 2023. The Company isadopted ~~still~~this ~~considering~~standard on February 1, 2024. As a result, the Company derecognized $405,305 for the remaining balance of the unamortized beneficial conversion features attributable to its outstanding ~~effect~~convertible notes payable. The Company elected to use the modified retrospective approach as of ~~this~~the adoption date and recognized an adjustment to the opening balance of its accumulated deficit in the amount of $405,305.

Convertible Debentures

The Company presents convertible debentures separately in its debt and equity components within the balance sheet. The fair value of a compound instrument at issuance is assigned to its respective debt and equity components. The fair value of the debt component is established first with the equity component being determined by the residual amount.

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date in which they are granted. Estimating fair values for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant.

The fair value of the Company’s stock option and warrant grants are estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or warrants, and future dividends. Compensation expenses are recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods.

Unproven Mineral Right Interests

The Company ~~capitalizes~~will capitalize into intangible assets all costs, net of any recoveries, of acquiring, exploring, and evaluating an unproven ~~mineral~~ mineral right interest, until the rights to which they relate are placed into production, at which time these deferred costs will be ~~amortized~~ amortized over the estimated useful life of the rights upon commissioning the property, or written-off if the rights are disposed of, ~~impaired~~ impaired or abandoned, when applicable.

F-10

Management reviews the carrying amounts of mineral rights annually or when there are indicators of impairment and will recognize impairment based upon current exploration results and upon assessment of the probability of profitable exploitation of the rights. An indication of impairment includes but is not limited to expiration of the right to explore, substantive expenditure in the specific area is neither budgeted nor planned, and if the entity has decided to discontinue exploration activity in a specific area. Management’s assessment of the mineral right’s fair value is also based upon a review of other mineral right transactions that have occurred in the same geographic area as that of the rights under review.

Costs will include the cash consideration and the fair value of shares issued on the acquisition of mineral rights. Rights acquired under option or joint venture agreements, whereby payments are made at the sole discretion of the Company, are not accrued and are only recorded in the accounts when the payments are made. Proceeds from property option payments received by the Company are netted against the deferred costs of the related mineral rights, with any excess being included in operations.

F-9

The application of the Company’s accounting policy for unproven mineral right interests requires judgment in determining whether it is likely that future economic benefits will flow to the Company, which may be based on assumptions about future events or circumstances. Estimates and assumptions may change if new information becomes available. If, after expenditures are capitalized, information becomes available suggesting that the recovery of the expenditures is unlikely, the amount capitalized is impaired with a corresponding charge to profit or loss in the period in which the new information becomes available.

There may be material uncertainties associated with the Company’s title and ownership of its unproven mineral right interests. Ordinarily the Company does not own the land upon which an interest is located, and title may be subject to unregistered prior agreements or transfers or other undetected defects.

Impairment of Long-Lived Assets

The Company’s future long-lived assets and other assets (consisting of property and equipment) ~~are~~will be reviewed for impairment in accordance ~~with~~ with the guidance of the FASB ASC Topic 360-10, Property, Plant, and Equipment. Long lived assets are reviewed for impairment ~~whenever~~ whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to to be held and used isare measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to to be generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment ~~charge~~ charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Reclamation ~~provision~~Provision

An obligation to incur restoration, rehabilitation and environmental costs arises when environmental disturbance is caused by the exploration, development, or ongoing production of a mineral property interest. Such costs arising from the decommissioning of plant and other site preparation work, discounted to their net present value, are provided and capitalized at the start of each project to the carrying amount of the asset, as soon as the obligation to incur such costs arises. Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value. These costs are charged against profit or loss over the economic life of the related asset, through amortization using either the unit-of-production or straight-line method. The related liability is adjusted for each period for the unwinding of the discount rate and for changes to the current market-based discount rate, amount or timing of the underlying cash flows needed to settle the obligation. Costs for restoration of subsequent site damage which is created on an ongoing basis during production are provided for at their net present values and charged against profits as extraction progresses. As of ~~January~~July 31, ~~2024~~2025, ~~there~~ there are no costs as production has not yet commenced.

Related ~~party~~Party ~~transactions~~Transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant common influence, related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Related party transactions that are in the normal course of business and have commercial substance are measured at the exchange amount, which is determined on a cost recovery basis.

Stock Purchase Warrants

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