Idaho Copper (NYSE: COPR) raises $16.5M yet warns on going concern
Rhea-AI Filing Summary
Idaho Copper Corporation (COPR) reports no revenue and continues in exploration stage, but its balance sheet has changed materially for the quarter ended July 31, 2026. Cash increased to $12.1 million from $24 thousand at January 31, 2026, primarily from equity financings, and stockholders’ equity swung from a deficit of $(6.5) million to positive $11.3 million. Shares outstanding rose to 18,778,604.
For the six months, the company recorded a net loss of $3.7 million versus $1.5 million a year earlier, driven by higher operating expenses, stock-based compensation and interest-related costs. Operating cash outflow was $3.3 million. Idaho Copper remains pre-revenue and states there is substantial doubt about its ability to continue as a going concern, estimating a need for about $20 million over the next 12 months to maintain its operations schedule.
Strategically, the company uplisted to NYSE American and completed an underwritten offering of 3,712,000 shares and warrants, generating approximately $16.5 million in net cash. It also converted all convertible notes to equity, reduced bond liabilities to $1.34 million, and acquired mining claims valued at $2.0 million (including $1.5 million in stock). Idaho Copper still has no proven reserves and classifies its mining claims as unproven, indefinite-lived intangible assets.
Positive
- Equity raised and uplisting strengthened liquidity, with net cash from financings of about $16.5 million, lifting cash to $12.1 million and turning stockholders’ equity from a deficit of $(6.5) million to a positive $11.3 million.
- All convertible notes were converted into equity upon the NYSE American uplisting, leaving Idaho Copper with no convertible notes payable as of July 31, 2026.
- Bond liabilities declined from $3.13 million to $1.34 million, reflecting repayments and a conversion of a $1.0 million note plus interest into 305,566 common shares.
- The company acquired additional mining claims valued at $2.0 million, including $500,000 in cash and $1.5 million in stock, expanding its exploration asset base.
Negative
- Idaho Copper remains pre-revenue and reported a six-month net loss of $3.72 million, more than double the prior-year loss of $1.46 million, with operating expenses rising to $2.41 million.
- Management discloses substantial doubt about the company’s ability to continue as a going concern, estimating it needs approximately $20 million over the next 12 months to maintain its operations schedule.
- Operating activities used $3.28 million of cash in the first half of 2026, indicating a high cash burn relative to current cash and the absence of operating revenue.
- Bond liabilities remain significant at $1.34 million, with scheduled future payments of $750,000 in fiscal 2027 and $500,000 in 2028 that must be funded from future cash resources.
Filing Explained
Existing holders face conditional dilution from 634,091 pending shares, 92,784 pending options, and 4,723,287 warrants priced at $5.75.
The July 31, 2026 Form 10-Q is an unaudited quarterly report and records Idaho Copper with 18,778,604 shares issued and outstanding as of
The filing separately lists warrant exercise capacity rather than issued shares: 4,723,287 warrants have a $5.75 exercise price, and 257,165 have a $4.24375 exercise price. The warrants issued with the convertible notes were repriced to $4.24375 after the uplisting, while those notes had already converted into common shares.
Issuing additional shares increases the total share count and reduces an existing holder’s percentage ownership absent offsetting changes. Here, that effect is approval-gated for the committed shares and options and remains conditional on exercise for the warrants; these instruments are not the same as shares already issued.
The stated resolution points are shareholder approval for the committed shares and options and the warrant schedule’s exercise or expiration dates, which begin with
Key Figures
Key Terms
reverse acquisition financial
going concern financial
unproven mineral right interests technical
reclamation bond technical
NYSE American market
convertible notes payable financial
FAQ
How much revenue did Idaho Copper (COPR) generate in the quarter ended July 31, 2026?
What was Idaho Copper (COPR)’s net loss for the six months ended July 31, 2026?
What is Idaho Copper (COPR)’s cash position and working capital as of July 31, 2026?
Does Idaho Copper (COPR) have a going concern warning in this report?
What mining asset transaction did Idaho Copper (COPR) complete during the quarter?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
For the transition period from _________ to _________.
(Exact Name of Registrant as Specified in its Charter)
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Securities registered pursuant to Section 12(g) of the Act:
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(Title of class)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ NO ☐
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(Check One):
| Large Accelerated filer ☐ | 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 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Regulation 12b-2 of the Exchange Act): YES ☐ NO
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of August 31, 2026, the issuer had shares issued, issuable, and outstanding.
IDAHO COPPER CORPORATION
QUARTERLY REPORT ON FORM 10-Q
July 31, 2026
TABLE OF CONTENTS
| Page | ||
| PART I. | FINANCIAL INFORMATION | 3 |
| Item 1. | Condensed Consolidated Financial Statements (unaudited) | 3 |
| Condensed Consolidated Balance Sheets (unaudited) | 4 | |
| Condensed Consolidated Statements of Operations (unaudited) | 5 | |
| Condensed Consolidated Statements of Changes in Stockholders’ Deficit (unaudited) | 6 | |
| Condensed Consolidated Statements of Cash Flows (unaudited) | 7 | |
| Notes to the Condensed Consolidated Financial Statements (unaudited) | 8 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 22 |
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 25 |
| Item 4. | Controls and Procedures | 25 |
| PART II. | OTHER INFORMATION | 26 |
| Item 1. | Legal Proceedings | 26 |
| Item 1A. | Risk Factors | 26 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 26 |
| Item 3. | Defaults Upon Senior Securities | 26 |
| Item 4. | Mine Safety Disclosures | 26 |
| Item 5. | Other Information | 26 |
| Item 6. | Exhibits | 26 |
| Signatures | 28 |
FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, that involve substantial risks and uncertainties. Forward-looking statements include statements preceded by, followed by or that include the words “may,” “could,” “would,” “should,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project,” “intend” and similar words or expressions. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances are forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements. Investors should carefully consider all of such risks before making an investment decision with respect to the Company’s stock. The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements for Idaho Copper Corporation. Any forward-looking statement made by us in this Form 10-Q is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
| 2 |
PART I. FINANCIAL INFORMATION
ITEM 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
IDAHO COPPER CORPORATION
Contents
| Page | |
| Condensed Consolidated Financial Statements (unaudited) | 3 |
| Condensed Consolidated Balance Sheets as of July 31, 2026, and January 31, 2026 (unaudited) | 4 |
| Condensed Consolidated Statements of Operations for the three and six months ended July 31, 2026, and 2025 (unaudited) | 5 |
| Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three and six months ended July 31, 2026, and 2025 (unaudited) | 6 |
| Condensed Consolidated Statements of Cash Flows for the six months ended July 31, 2026, and 2025 (unaudited) | 7 |
| Notes to the Condensed Consolidated Financial Statements (unaudited) | 8-21 |
| 3 |
IDAHO COPPER CORPORATION
Condensed Consolidated Balance Sheets
(unaudited)
| July 31, | January 31, | |||||||
| 2026 | 2026 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | $ | ||||||
| Other receivables | ||||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Right of use assets | ||||||||
| Mining claims | ||||||||
| Deposit | ||||||||
| Total other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accounts payable and accrued expenses to related parties | ||||||||
| Accrued interest, current portion | ||||||||
| Notes payable, net of discounts | ||||||||
| Notes payable to related party | ||||||||
| Lease liability, current portion | ||||||||
| Bond liabilities, current portion | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities | ||||||||
| Lease liability, non-current portion | ||||||||
| Bond liabilities, non-current portion | ||||||||
| Accrued interest, non-current portion | ||||||||
| Total non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 9) | ||||||||
| Stockholders’ equity (deficit) | ||||||||
| Preferred stock, $ par value, shares authorized, shares issued and outstanding at July 31, 2026 and January 31, 2026 | ||||||||
| Common stock, $ par value, shares authorized, and shares issued and outstanding at July 31, 2026 and January 31, 2026, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity (deficit) | ( | ) | ||||||
| Total liabilities and stockholders’ equity (deficit) | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
| 4 |
IDAHO COPPER CORPORATION
Condensed Consolidated Statements of Operations
(unaudited)
| Three Months Ended | Six Months Ended | |||||||||||||||
| July 31, | July 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Operating expenses | ||||||||||||||||
| Operations expense | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Payroll and related expenses | ||||||||||||||||
| Rent expense | ||||||||||||||||
| Stock-based compensation | ||||||||||||||||
| Other general and administrative expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense) | ||||||||||||||||
| Amortization of debt discount | ( | ) | ( | ) | ||||||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other income (expense) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted net loss per common share | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Basic and diluted weighted average common shares outstanding | ||||||||||||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
| 5 |
IDAHO COPPER CORPORATION
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)
For the Six Months Ended July 31, 2026 and 2025
(unaudited)
| Additional | Accumu- | |||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid-in | lated | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||
| Balance, January 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||||||||||
| Exercise of warrants | - | |||||||||||||||||||||||||||
| Net loss for the period ended April 30, 2025 | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, April 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||||||||||
| Exercise of warrants | - | |||||||||||||||||||||||||||
| Net loss for the period ended July 31, 2025 | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, July 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Balance, January 31, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||||||||||
| Issuance of warrants with convertible notes payable | - | - | ||||||||||||||||||||||||||
| Deferred offering costs | - | - | ||||||||||||||||||||||||||
| Net loss for the period ended April 30, 2026 | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, April 30, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||||||||||
| Issuance of warrants with convertible notes payable | - | - | ||||||||||||||||||||||||||
| Deferred offering costs | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Sale of common stock and warrants | - | |||||||||||||||||||||||||||
| Acquisition of asset | - | |||||||||||||||||||||||||||
| Conversion of notes payable into common stock | - | |||||||||||||||||||||||||||
| Net loss for the period ended July 31, 2026 | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, July 31, 2026 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
IDAHO COPPER CORPORATION
Consolidated Statements of Cash Flows
For the Six Months Ended July 31,
(unaudited)
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Stock-based compensation | ||||||||
| Amortization of ROU asset | ||||||||
| Amortization of debt discount | ||||||||
| Change in assets and liabilities: | ||||||||
| Prepaid expenses | ( | ) | ( | ) | ||||
| Other receivable | ||||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Accounts payable and accrued expenses - related party | ( | ) | ||||||
| Accrued interest | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows used in investing activities: | ||||||||
| Purchase of mining asset | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| Cash flows provided by financing activities: | ||||||||
| Proceeds from sale of common stock | ||||||||
| Proceeds from exercise of warrants | ||||||||
| Proceeds from convertible notes payable | ||||||||
| Proceeds from note payable | ||||||||
| Proceeds from notes payable to related party | ||||||||
| Repayment of debenture | ( | ) | ||||||
| Repayment of notes payable | ( | ) | ||||||
| Repayment of notes payable to related parties | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Net increase (decrease) in cash | ( | ) | ||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Conversion of notes payable and accrued interest into convertible notes payable | $ | $ | ||||||
| Conversion of notes payable and accrued interest into common stock | $ | $ | ||||||
| Issuance of warrants for convertible notes payable | $ | $ | ||||||
| Issuance of common stock for mining asset | $ | $ | ||||||
| Right of use asset | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 7 |
IDAHO COPPER CORPORATION
and Subsidiary
Notes to the Condensed Consolidated Financial Statements
July 31, 2026
(unaudited)
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 also 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, 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 shares of the Company’s common stock, par value $ per share. As a result of this share exchange (the “Exchange” or the “RTO”), ICUMO became a wholly owned subsidiary of the Company. See Note 8. For financial reporting purposes, the acquisition of ICUMO and the change of control in connection with the acquisition represented a “reverse acquisition.”Therefore, ICUMO is deemed to be 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, ICUMO was redomiciled in Idaho, and its name changed to Idaho CuMo Mining Corporation. In March 2023, the Company’s name was changed to Idaho Copper Corporation to align with its new business following the Exchange.
Nature of Operations
The Company is in the process of exploring its mineral rights interests in the United States, and as 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.
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, 2026, and 2025 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 audited financial statements as of and for a fiscal year end. 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, 2026, was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended January 31, 2026, included in the Company’s Annual Report on Form 10-K for the period ended January 31, 2026, as filed with the Securities and Exchange Commission (the “SEC”) on March 17, 2026. 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.
| 8 |
Reverse Stock Split
On
September 10, 2025, the Board determined to effectuate
Liquidity and Going Concern
We
have incurred recurring losses since inception and expect to continue to incur losses as a result of operating expenses and
corporate general and administrative expenses. On July 31, 2026, we had $
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions 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.
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 $
The Company accounts for stock-based instruments issued to employees in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 which 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 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 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.
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 July 31, 2026. 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 such interest expense recognized during the six months ended July 31, 2026.
Recently Issued and Adopted Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (“ASU 2024-03”). ASU 2024-03 is intended to improve disclosures about a public business entity’s expenses and provide more detailed information to investors about the types in commonly presented expense captions. The guidance is effective for annual periods beginning after December 15, 2026, and quarterly periods beginning after December 31, 2027, and can be adopted prospectively to financial statements issued for reporting periods after the effective date or retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the potential impact of this guidance on its financial statements.
| 9 |
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.
Stock Compensation
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 will capitalize into intangible assets all costs, net of any recoveries, of acquiring, exploring, and evaluating an unproven mineral right interest, until the rights to which they relate are placed into production, at which time these deferred costs will be amortized over the estimated useful life of the rights upon commissioning the property, or written-off if the rights are disposed of, impaired or abandoned, when applicable.
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 expenditures in the specific area are neither budgeted nor planned, and if the entity has decided to discontinue the 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.
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
Long lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used are measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.
Reclamation 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. 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 July 31, 2026, there are no such costs as production has not yet commenced.
Related Party 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.
Organization, Offering and Related
The Company capitalizes certain direct and incremental costs incurred in connection with the issuance of its equity securities, including common stock, preferred stock, units, warrants, and other equity-linked instruments. Such costs may include underwriting fees, placement agent commissions, legal fees, accounting fees, SEC filing fees, stock exchange listing fees, printing costs, transfer agent fees, and other costs directly attributable to a specific equity offering.
Upon completion of an equity offering, these costs are recorded as a reduction of the gross proceeds received and are reflected as a charge to additional paid-in capital with stockholders’ equity. Offering costs are not recorded as an expense in the statements of operation when directly attributable to a successful equity issuance.
Costs associated with abandoned or unsuccessful equity offerings are expensed as incurred and included with general and administrative expenses in the period the offering is no longer considered probable of completion.
When an offering includes both liability-classified and equity-classified securities, the Company allocates offering costs to the respective instruments based on a reasonable and consistent allocation methodology, generally using the relative fair value of the securities issued, in accordance with U.S. GAAP.
Deferred offering costs incurred prior
to the closing of an offering are recorded as other assets on the balance sheet. Upon consummation of the offering, such deferred costs
are reclassified as a reduction of stockholders’ equity against the related gross proceeds. During the six months ended July 31,
2026, offering costs incurred as a component of stockholders’ equity was $
| 10 |
Lease Policy
The Company categorizes a lease at its inception as either an operating or finance lease based on the criteria in ASC 842, Leases (“ASC 842”). The Company adopted ASC 842 on January 23, 2023, using the modified retrospective approach, and has established a right-of-use asset and a current and non-current lease liability for each lease arrangement identified. The lease liability is recorded at the present value of future lease payments discounted using the discount rate that approximates the Company’s incremental borrowing rate for the lease established at the commencement date, and the right-of-use asset is measured as the lease liability plus any initial direct costs, less any lease incentives received before commencement. The Company recognizes a single lease cost, so that the remaining cost of the lease is allocated over the remaining lease term on a straight-line basis.
The Company has lease arrangements for
vehicles and facilities. These leases typically have original terms not exceeding
Stock Purchase Warrants
We determine the accounting classification of warrants we issue, as either liability or equity classified, by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, then in accordance with ASC 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock. Under ASC 480, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate us to settle the warrants or the underlying shares by paying cash or other assets, and warrants that must or may require settlement by issuing variable number of shares. If warrants do not meet the liability classification under ASC 480-10, we assess the requirements under ASC 815-40, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature.
If the warrants do not require liability classification under ASC 815-40, in order to conclude equity classification, we also assess whether the warrants are indexed to our common stock and whether the warrants are classified as equity under ASC 815-40 or other US GAAP. After all such assessments, we conclude whether the warrants are classified as liability or equity. Liability classified warrants require fair value accounting at issuance and subsequent to initial issuance with all changes in fair value after the issuance date recorded in the statements of operations. Equity classified warrants only require fair value accounting at issuance with no changes recognized subsequent to the issuance date.
NOTE 2 – RECLAMATION BONDS AND PROVISIONS
Reclamation Bonds and Provisions
During
2016, the Company entered into a surety agreement that guarantees the reclamation bond on the CuMo project. In order to maintain the
good standing of this surety, the Company is required to make an annual payment of $
The deposit is refundable when the Company completes the required reclamation clean-up costs.
NOTE 3 – PREPAID EXPENSES
As
of July 31, 2026, and January 31, 2026, the Company had prepaid expenses of $
| July 31, 2026 | January 31, 2026 | |||||||
| Prepaid insurance | $ | $ | ||||||
| Prepaid operations | ||||||||
| Prepaid investor relations | ||||||||
| Prepaid operations | ||||||||
| Prepaid legal | ||||||||
| Prepaid other | ||||||||
| $ | $ | |||||||
NOTE 4 – INTANGIBLE ASSETS
Mining Claims
On
July 7, 2026, the Company exercised an option to purchase mining claims by paying $
Mining claims consist primarily of unpatented mining claims, mineral leases, option agreements, and related acquisition costs associated with the Company’s exploration properties.
As
of July 31, 2026, the Company’s mining claims are considered unproven and are therefore classified as indefinite-lived
intangible assets. Accordingly,
| Intangible assets | ||||||||
| July 31, 2026 | January 31, 2026 | |||||||
| Mining claims and mineral rights | $ | $ | ||||||
| Accumulated amortization | $ | $ | ||||||
| Net carrying amount | $ | $ | ||||||
The Company performs periodic impairment assessments of its mining claims and evaluates whether events or changes in circumstances indicate that the carrying amounts may not be recoverable. Management concluded that no impairment indicators existed as of July 31, 2026.
| 11 |
NOTE 5 – NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE
Notes Payable
On
October 28, 2024, the Company issued a secured promissory note for $
On
November 4, 2024, the Company issued a secured promissory note for $
On
November 20, 2024, the Company issued a secured promissory note for $
On
December 3, 2024, the Company issued a secured promissory note for $
On
April 15, 2025, the Company issued a secured promissory note for $
On
June 30, 2025, the Company issued a secured promissory note for $
On
August 5, 2025, the Company issued a promissory note for $
On
August 12, 2025, the Company issued a promissory note for $
On
August 12, 2025, the Company issued a promissory note for $
On
September 25, 2025, the Company issued a promissory note for $
On
October 14, 2025, the Company issued a promissory note for $
On
October 31, 2025, the Company issued a promissory note for $
On
December 1, 2025, the Company issued a promissory note for $
On
December 11, 2025, the Company issued a promissory note for $
On
December 22, 2025, the Company issued a promissory note for $
| 12 |
On
December 22, 2025, the Company issued a promissory note for $
On
January 15, 2026, the Company issued a promissory note for $
On
January 16, 2026, the Company issued a promissory note for $
On
January 16, 2026, the Company issued a promissory note for $
On
January 16, 2026, the Company issued a promissory note for $
On
January 16, 2026, the Company issued a promissory note for $
On
March 9, 2026, the Company issued a promissory note for $
As of July 31, 2026, the Company had no outstanding notes payable.
Convertible Notes Payable
On
April 17, 2026, the Company received cash of $
On
May 28, 2026, the Company completed a second closing under the convertible note offering described above for gross proceeds of
$
As of July 31, 2026, the Company has no convertible notes payable.
| 13 |
NOTE 6 – BOND LIABILITIES
The Company has bond liabilities as of July 31, 2026, and January 31, 2026, which are as follows:
| Principal Amount | Interest | Note | Maturity | Colla- | Origi- | |||||||||||||||||||||||||||
| 7/31/2026 | 1/31/2026 | Rate | Date | Date | teral | nation | Features | |||||||||||||||||||||||||
| Yin Yin Silver Limited | $ | $ | % | (1) | (2) | (5) (8) | ||||||||||||||||||||||||||
| Yin Yin Silver Limited | $ | $ | % | (1) | (2) | (5) (8) | ||||||||||||||||||||||||||
| Yin Yin Silver Limited | $ | $ | % | (1) | (2) | (5) (8) | ||||||||||||||||||||||||||
| Barry Swenson | $ | - | $ | % | (1) | (2) | (5) (11) | |||||||||||||||||||||||||
| Don H. Adair or Joanne Adair | $ | - | $ | % | (1) | (3) | (6) (7) (11) | |||||||||||||||||||||||||
| Joseph Swinford or Danielle Swinford | $ | - | $ | % | (1) | (3) | (6) (7) (11) | |||||||||||||||||||||||||
| Brandon Swain or Sierra Swain | $ | - | $ | % | (1) | (3) | (6) (7) (11) | |||||||||||||||||||||||||
| Scott Collins or Kendra Collins | $ | - | $ | % | (1) | (3) | (6) (7) (11) | |||||||||||||||||||||||||
| Carl Collins or Ellen Collins | $ | - | $ | % | (1) | (3) | (6) (11) | |||||||||||||||||||||||||
| Bret Renaud | $ | - | $ | % | (1) | (2) | (5) (9) (11) | |||||||||||||||||||||||||
| Elatam Group Ltd | $ | $ | % | (1) | (2) | (6) | ||||||||||||||||||||||||||
| James Hardy | $ | $ | % | (1) | (2) | (6) | ||||||||||||||||||||||||||
| Acepac Holdings | $ | - | $ | % | (1) | (4) | (6) (12) | |||||||||||||||||||||||||
| Rick Ward | $ | $ | % | (1) | (2) | (6) | ||||||||||||||||||||||||||
| Robert & Joan Sweetman | $ | - | $ | % | (1) | (2) | (6) (10) (11) | |||||||||||||||||||||||||
| Michael Swenson | $ | - | $ | % | (1) | (2) | (6) (10) (11) | |||||||||||||||||||||||||
| Connie Sun | $ | - | $ | % | (1) | (2) | (6) (10) (11) | |||||||||||||||||||||||||
| Elizabeth Enoch | $ | - | $ | % | (1) | (2) | (6) (10) (11) | |||||||||||||||||||||||||
| William C. Stanton and Carol Stanton | $ | - | $ | % | (1) | (2) | (6) (10) (11) | |||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||||||||
| (1) | |
| (2) | |
| (3) | |
| (4) | |
| (5) | |
| (6) | |
| (7) | |
| (8) | |
| (9) | |
| (10) | |
| (11) | |
| (12) |
| 14 |
Future payments are as follows:
| Fiscal Year | ||||
| 2027 | $ | |||
| 2028 | $ | |||
| 2029 | $ | |||
| 2030 | $ | |||
| 2031 | $ | |||
| Thereafter | $ | |||
| Total | $ | |||
NOTE 7 – RELATED PARTY TRANSACTIONS
The
Company compensated its officers $
On
July 31, 2025, Mr. Brodkey and Mr. Scannell elected to convert accrued compensation of $ and $ into and shares
of common stock, respectively. The conversion rate was $
On
October 28, 2024, the Company issued a secured promissory note for $
On
November 4, 2024, the Company issued a secured promissory note for $
On
November 20, 2024, the Company issued a secured promissory note for $
On
December 3, 2024, the Company issued a secured promissory note for $
On
April 15, 2025, the Company issued a secured promissory note for $
On April 30, 2025, Brodkey and Scannell each elected to convert accrued compensation of $ and $ into and shares of common stock, respectively.
On
June 30, 2025, the Company issued a secured promissory note for $
On
August 5, 2025, the Company issued a promissory note for $
On
August 10, 2025, the Company issued Scannell
On
August 18, 2025, Steven Rudofsky exercised
On
September 25, 2025, the Company issued a promissory note for $
On
October 14, 2025, the Company issued a promissory note for $
On
October 31, 2025, the Company issued a promissory note for $
On
October 31, 2025, Brodkey and Scannell elected to convert accrued compensation of $ and $ into and shares of
common stock, respectively. Additionally, other parties converted $ of accrued compensation into shares of common stock.
The conversion rate was $
On
December 1, 2025, the Company issued a promissory note for $
On
December 11, 2025, the Company issued a promissory note for $
| 15 |
On
December 23, 2025, Mr. Rudofsky exercised
On
January 31, 2026, Brodkey and Scannell elected to convert accrued compensation of $ and $ into and shares of
common stock, respectively. Additionally, other parties converted $ of accrued compensation into shares of common stock.
The conversion rate was $
On
March 9, 2026, the Company issued a promissory note for $
On
July 2, 2026, the Company entered into director agreements with Gil Atzmon (“Atzmon”), David Herskovits
(“Herskovits”), Dr. John Moeller (“Moeller”), Corey Redfield (“Redfield”), and Steven Rudofsky
(“Rudofsky”). The agreements provide that each director will be issued common stock valued annually at $
On July 28, 2026, with an effective date of April 1, 2026, the Company entered into executive employment agreements with Scannell, Brodkey and Bruce Harmon (“Harmon”). These agreements provided for the issuance of , and shares of common stock, respectively, upon execution of the agreements, vesting annually over two years. The Company is required to obtain shareholder approval prior to the issuance of such common stock under NYSE American listing rules, and therefore these shares that are contractually obligated will be issued following shareholder approval.
On July 31, 2026, the Company agreed to compensate Moeller with shares of common stock for services. The Company is required to obtain shareholder approval prior to the issuance of such common stock under NYSE American listing rules, and therefore these shares that are contractually obligated will be issued following shareholder approval.
As of July 31, 2026, the Company has no outstanding payables to its officers.
NOTE 8 – STOCKHOLDERS’ EQUITY
Preferred Stock
The Company has authorized share capital of shares of preferred stock with par value of $.
The
warrants issued through January 31, 2024, had a Black-Scholes fair value of $
| Stock price | $ | – | ||
| Exercise price | $ | |||
| Expected volatility | % | |||
| Expected term (years) | ||||
| Risk free rate | % | |||
| Dividends | % |
Between
February 2024 and January 2025, we entered into Subscription Agreements with certain accredited investors (each, a “Subscriber”
and collectively, the “Subscribers”), pursuant to which the Company offered and sold to the Subscribers in a private placement
offering (the “Offering”), Units for a purchase price of $ per Unit, for gross proceeds of $
Between August 6, 2025 and October 16, 2025, all shareholders of Series A Preferred Stock converted their collective shares of Series A Preferred Stock into shares of common stock.
As of July 31, 2026, and January 31, 2026, the Company had and shares of Series A Preferred Stock issued and outstanding, respectively.
Common Stock
The Company has authorized share capital consisting of shares of common stock with par value of $.
On
February 24, 2025, a warrant holder exercised a warrant for
On
March 25, 2025, a warrant holder exercised a warrant for
On April 30, 2025, Brodkey and Scannell elected to convert accrued compensation of $ and $ into and shares of common stock, respectively. Additionally, other parties converted $ of accrued compensation into shares of common stock.
On
May 16, 2025, a warrant holder exercised a warrant for
| 16 |
On
May 30, 2025, a vendor converted a payable for $
On
June 17, 2025, a vendor converted a payable for $
On
July 25, 2025, a vendor was issued shares of common stock valued at $
On
July 31, 2025, Mr. Brodkey and Mr. Scannell elected to convert accrued compensation of $ and $ into and shares
of common stock, respectively. Additionally, other parties converted $ of accrued compensation into shares of common stock.
The conversion rate was $
On
August 18, 2025, Mr. Rudofsky exercised a
warrant for
shares of common stock at an exercise price of $
On
October 13, 2025, a consultant with a balance due in combined expense reimbursements and compensation of $
in the aggregate utilized those payables for the value of the exercise price of warrants held by the consultant. The actual number
of warrants (with an exercise price of $
On
October 31, 2025, Brodkey and Scannell elected to convert accrued compensation of $ and $ into and shares of
common stock, respectively. Additionally, other parties converted $ of accrued compensation into shares of common stock.
The conversion rate was $
On
December 15, 2025, the Company issued shares of common stock to its legal counsel. The shares were valued at $
On December 20, 2025, shares of common stock were issued for round up as part of the reverse split.
On
December 23, 2025, Mr. Rudofsky exercised a
warrant for
On January 15, 2026, the Company issued a third party shares of common stock as an incentive for financing.
On January 16, 2026, the Company issued a third party shares of common stock as an incentive for financing.
On January 16, 2026, the Company issued a third party shares of common stock as an incentive for financing.
On
January 31, 2026, Brodkey and Scannell elected to convert accrued compensation of $ and $ into and shares of
common stock, respectively. Additionally, other parties converted $ of accrued compensation into shares of common stock.
The conversion rate was $
On
March 3, 2026, the Company issued
On
April 17, 2026, the Company received cash of $
On May 12, 2026, the Company issued shares of common stock of the Company to a consultant for services.
On
May 19, 2026, the Company issued shares of common stock of the Company to a consultant. The consultant will received common stock
valued at $
On May 22, 2026, the Company issued shares of common stock of the Company to several consultants.
On May 28, 2026, the Company completed a second closing under the convertible
note offering described above for gross proceeds of $
On June 22, 2026, the Company issued shares of common stock of the Company to a consultant.
On
July 2, 2026, in connection with the Company’s listing on the NYSE American, the Company entered into an underwriting
agreement pursuant to which it sold
shares of common stock and warrants to purchase
On
July 2, 2026, the Company entered into director agreements with Atzmon, Herskovits, Moeller, Redfield, and Rudofsky. The agreements provide that each director will be issued common stock
valued annually at $
On
July 7, 2026, the Company exercised an option to purchase mining claims by paying $
On July 7, 2026, Acepac Holdings converted a note payable for $
On July 28, 2026, with an effective date of April 1, 2026, the Company entered into executive employment agreements with Scannell, Brodkey and Harmon. These agreements provided for the issuance of , and shares of common stock, respectively, upon execution of the agreements, vesting over two years. The Company is required to obtain shareholder approval prior to the issuance of such common stock under NYSE American listing rules, and therefore these shares which are contractually obligated will be issued following shareholder approval.
On July 31, 2026, the Company agreed to compensate Moeller with shares of common stock for services. The Company is required to obtain shareholder approval prior to the issuance of such common stock under NYSE American listing rules, and therefore these shares which are contractually obligated will be issued following shareholder approval.
| 17 |
As of July 31, 2026, and January 31, 2026, the Company had and shares issued, issuable, and outstanding, respectively.
As of July 31, 2026, the Company has shares of common stock that is contractually obligated to issue and which shares will be issued following shareholder approval.
Options
On January 23, 2023, as part of the RTO, the Company issued stock options for common stock in exchange for options previously issued by ICUMO prior to closing. Including but not limited to those options issued in the RTO, the Company has an aggregate of outstanding options issued to various officers, directors, and employees, based upon milestones. As of January 31, 2026, and 2025, and options are vested. The exercise price for the options is $, and they expire on December 31, 2032. The Company recognized $ during the period ended January 31, 2025, in stock-based compensation expense related to the estimated vesting of these options. As of January 31, 2026, none of the remaining milestones necessary for these options to vest have been met. The remaining additional compensation to be recognized as these options vest is approximately $ during the fiscal year ending January 31, 2027, based on the current estimated time to reach the milestones.
On
March 3, 2026, the Company issued Rudofsky, Brodkey and Scannell , and options for common stock, respectively.
The options have an exercise price of $
On
July 1, 2026, the Company executed an employment agreement with an employee which provided options for common stock. The options
for common stock vest quarterly over two years, with an exercise price of $
On
July 15, 2026, the Company executed an employment agreement with an employee which provided options for common stock. The options
for common stock vest quarterly over two years, with an exercise price of $
As of July 31, 2026, the Company had options outstanding with an exercise price of $, held by (i) Brodkey, Scannell, and Rudofsky, each with options, (ii) Moeller with options, and (iii) Rudofsky holds options.
As of July 31, 2026, the Company has options for common stock that is contractually obligated to issue and which options will be issued following shareholder approval.
Warrants
On
March 28, 2024, the Company issued
On
June 7, 2024, the Company issued
On
August 10, 2025, the Company issued Scannell
On
August 12, 2025, the Company issued to a third party
On
August 12, 2025, the Company issued to a third party
On
February 24, 2025,
On
March 25, 2025,
On
May 16, 2025,
On
August 18, 2025,
On
October 13, 2025, a consultant with a balance due in combined expense reimbursements and compensation of $
in the aggregate utilized those payables for the value of the exercise price of warrants held by the consultant. The actual number
of warrants (with an exercise price of $
On
December 22, 2025,
On
December 22, 2025,
On
December 23, 2025,
On
January 16, 2026,
| 18 |
On
January 16, 2026,
On
March 9, 2026,
On
March 20, 2026, the Company issued Rudofsky, Brodkey and Scannell , and warrants, respectively. The exercise price
is $
On
April 17, 2026, the Company received cash of $
On
May 28, 2026, the Company completed a second closing under the convertible note offering described above for gross proceeds of
$
On
July 2, 2026, in connection with the Company’s listing on the NYSE American, the Company entered into an underwriting
agreement pursuant to which it sold
shares of common stock and warrants to purchase
In connection with the listing on the NYSE American, the Company entered into various agreements to issue
As
of July 31, 2026, the Company had
| Exercise | Expiration | Exercise Price | ||||||||||||||||||||||||||||||||||
| Price | Date | Quantity | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| $ | 5/11/27 | |||||||||||||||||||||||||||||||||||
| $ | 11/29/27 | |||||||||||||||||||||||||||||||||||
| $ | 12/10/27 | |||||||||||||||||||||||||||||||||||
| $ | 3/9/29 | |||||||||||||||||||||||||||||||||||
| $ | 4/17/27 | |||||||||||||||||||||||||||||||||||
| $ | 5/28/27 | |||||||||||||||||||||||||||||||||||
| $ | 5/8/27 | |||||||||||||||||||||||||||||||||||
| $ | 11/17/26 | |||||||||||||||||||||||||||||||||||
| $ | 12/8/26 | |||||||||||||||||||||||||||||||||||
| $ | 12/11/26 | |||||||||||||||||||||||||||||||||||
| $ | 3/28/27 | |||||||||||||||||||||||||||||||||||
| $ | 6/7/27 | |||||||||||||||||||||||||||||||||||
| $ | 9/5/27 | |||||||||||||||||||||||||||||||||||
| $ | 8/10/28 | |||||||||||||||||||||||||||||||||||
| $ | 8/12/28 | |||||||||||||||||||||||||||||||||||
| $ | 7/2/31 | |||||||||||||||||||||||||||||||||||
| $ | 12/22/28 | |||||||||||||||||||||||||||||||||||
| $ | 1/16/29 | |||||||||||||||||||||||||||||||||||
| $ | 1/16/29 | |||||||||||||||||||||||||||||||||||
| $ | 1/16/28 | |||||||||||||||||||||||||||||||||||
NOTE 9 – COMMITMENTS AND CONTINGENCIES
Other than the potential challenges to the Exploration Plan of Operation (“Exploration PoP”) anticipated to be filed by environmental and non-government organizations in opposition to exploration at CuMo, we have no knowledge of any material, active, pending or threatened proceeding against us or our subsidiaries, nor are we, or any subsidiary, involved as a plaintiff or defendant in any material proceeding or pending litigation. The defense of such claims, or any adverse outcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition and cash flows.
Certain conditions may exist as of the date the condensed consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
| 19 |
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.
Warehouse
The
Company entered into a long-term lease agreement for warehouse space in Idaho. The lease began on April 1, 2024, with an initial period
of
The
Company does not believe it is probable that it will exercise and extend beyond the initial
The
rent expense for the six months ended July 31, 2026, and 2025 was $
Vehicles
The
Company leases vehicles used in its operations under operating leases with lease terms of approximately
For
the six months ended July 31, 2026, operating lease cost was $
Maturities of the Company’s operating lease liabilities as of July 31, 2026 were as follows:
| Fiscal year ending January 31, | ||||
| Remainder of 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Total undiscounted lease payments | $ | |||
| Less: imputed interest | ( | ) | ||
| Present value of lease liabilities | $ |
Employment Agreements
On July 28, 2026, with an effective date of April 1, 2026, the Company entered into executive employment agreements with Scannell, Brodkey and Harmon (see Note 7). These agreements provided for the issuance of , and shares of common stock, respectively, upon execution of the agreements, vesting annually over two years. The Company is required to obtain shareholder approval prior to the issuance of such common stock under NYSE American listing rules, and therefore these shares that are contractually obligated will be issued following shareholder approval.
In July 2026, the Company entered into employment agreements with various employees. The agreements provided for the issuance of options for common stock, upon execution of the agreements, with certain vesting obligations. The options for common stock vest quarterly over two years, with an exercise price of $. The Company is required to obtain shareholder approval prior to the issuance of such common stock under NYSE American listing rules, and therefore these shares that are contractually obligated will be issued following shareholder approval.
Director Agreements
On
July 2, 2026, the Company entered into director agreements with Atzmon, Herskovits, Moeller, Redfield, and Rudofsky (see Note 7).
The agreements provide that each director will be issued common stock valued annually at $
NOTE 10 – INCOME TAXES
As
of July 31, 2026 and January 31, 2026, the Company has net operating loss carry forwards of $
The
Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes computed by applying
the United States Federal tax rate of
| July 31, | January 31, | |||||||
| 2026 | 2026 | |||||||
| $ | ( | ) | $ | ( | ) | |||
| State income taxes, net of federal income tax benefit | ( | ) | ( | ) | ||||
| Change in valuation allowance | ||||||||
| Total | $ | $ | ||||||
| 20 |
The tax effect of significant components of the Company’s deferred tax assets and liabilities at July 31, 2026, and January 31, 2026, are as follows:
| July 31, | January 31, | |||||||
| 2026 | 2026 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carryforward | $ | $ | ||||||
| Timing differences | ||||||||
| Total gross deferred tax assets | ||||||||
| Less: Deferred tax asset valuation allowance | ( | ) | ( | ) | ||||
| Total net deferred taxes | $ | $ | ||||||
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.
Because
of the historical earnings history of the Company,
The tax years 2023 through 2026 remain open for examination by federal agencies and other jurisdictions in which it operates.
NOTE 11 – RECLASSIFICATIONS
For the six months ended July 31, 2026, the Company determined that the operational costs for the future operations should be separately disclosed on the consolidated statements of operations. For the three months ended July 31, 2026, the Company reclassified certain expenses from professional services to the operational costs line. As the Company was not actively in operations for the fiscal year 2026, no costs were reclassified from professional services due to their immateriality. The reclassifications had no effect on previously reported net loss, changes in stockholders’ deficit, or cash flows.
NOTE 12 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events from the July 31, 2026, condensed consolidated balance sheet date through the date of this filing and determined there were no events to disclose or that require recognition in the accompanying condensed consolidated financial statements except as noted below.
On August 1, 2026, the Company executed an employment agreement with an employee which provided options for common stock, upon execution of the agreement, with certain vesting obligations. The options for common stock vest quarterly over , with an exercise price of $. The Company is required to obtain shareholder approval prior to the issuance of such common stock under NYSE American listing rules, and therefore these shares that are contractually obligated will be issued following shareholder approval.
On August 19, 2026, the Company entered
into an operating lease for warehouse and office space that commences September 1, 2026 and has a term of
On August 27, 2026, a consultant for the Company who
was owed $
| 21 |
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The statements contained in the following MD&A and elsewhere throughout this Quarterly Report on Form 10-Q, including any documents incorporated by reference, that are not historical facts, including statements about our beliefs and expectations, are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements preceded by, followed by or that include the words “may,” “could,” “would,” “should,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project,” “intend” and similar words or expressions. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances are forward-looking statements.
These forward-looking statements, which reflect our management’s beliefs, objectives, and expectations as of the date hereof, are based on the best judgment of our management. All forward-looking statements made by us in this Form 10-Q are based only on information currently available to us and speak only as of the date on which they are made. Forward-looking statements in this report and in other Company statements include statements regarding expected commencement dates of mining or metal production operations, projected quantities of future metal production, anticipated production rates, operating efficiencies, costs and expenditures as well as projected demand or supply for the Company’s products. Actual results could differ materially depending upon factors including the risks and uncertainties related to general U.S. and international economic and political conditions, the cyclical and volatile prices of copper, other commodities and supplies, including fuel and electricity, availability of materials, insurance coverage, equipment, required permits or approvals and financing, the occurrence of unusual weather or operating conditions, lower than expected ore grades, water and geological problems, the failure of equipment or processes to operate in accordance with specifications, failure to obtain financial assurance to meet closure and remediation obligations, labor relations, litigation and environmental risks. Future results of operations can be directly affected by metal prices on commodity exchanges that can be volatile. Such forward-looking statements are subject to certain risks, uncertainties and assumptions relating to factors that could cause actual results to differ materially from those anticipated in such statements, including, without limitation, the following: economic, social and political conditions, global economic downturns resulting from extraordinary events such as the COVID-19 pandemic and other securities industry risks; interest rate risks; liquidity risks; credit risk with clients and counterparties; risk of liability for errors in clearing functions; systemic risk; systems failures, delays and capacity constraints; network security risks; competition; reliance on external service providers; new laws and regulations affecting our business; net capital requirements; extensive regulation, regulatory uncertainties and legal matters; failure to maintain relationships with employees, customers, business partners or governmental entities; the inability to achieve synergies or to implement integration plans and other consequences associated with risks and uncertainties detailed in our filings with the SEC, including our most recent filings on Forms 8-K, 10-K and 10-Q, as well as our registration statement on Form S-1 originally filed with the SEC on October 7, 2025, subsequently amended, and declared effective on July 1, 2026 (SEC file no. 333-290746).
We caution that the foregoing list of factors is not exclusive, and new factors may emerge, or changes to the foregoing factors may occur, that could impact our business. We undertake no obligation to publicly update or revise these statements, whether as a result of new information, future events or otherwise, except to the extent required by the federal securities laws.
This discussion should be read in conjunction with our financial statements filed in our Form 10-K for the fiscal year ended January 31, 2026, and our condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q.
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 (defined below). The Company will update its assessment of individual material mines 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 served as a technical advisor to the registrant during the fiscal year ended January 31, 2026. Mr. Dykes met the qualifications specified under the definition of “Qualified Person” under Item 1300 of Regulation S-K.
The CuMo project (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.
No assurances can be given that any of these plans will come to fruition or that if implemented they will necessarily yield positive results.
Independent Valuation
On March 3, 2023, an independent valuation firm issued a valuation of the assets, specifically the CuMo Project in Boise County, Idaho, acquired by the Company in the ICUMO transaction. The CuMo Project is a molybdenum-copper deposit that will be developed as an open pit mining operation. The fair market value of the assets were $23,919,754, as of the date of the appraisal.
Other Recent Developments
Private Placement
On April 17, 2026, the Company completed a private placement of convertible promissory notes and warrants for aggregate gross proceeds of approximately $1.36 million. The notes matured 12 months from issuance and are convertible into shares of the Company’s common stock at an initial conversion price of $6.00 per share, subject to customary adjustments. In connection with a national securities exchange listing and firm commitment underwritten offering, the notes were to automatically convert into the securities offered at the lower of 70% of the offering price or $6.50 per share. On or about July 2, 2026, the Company listed its common stock and publicly-traded warrants on the NYSE American as described below and subsequently completed an underwritten offering (the “Listing and Offering”), and these convertible notes therefore converted into an aggregate of 226,332 shares of common stock, which were issued to the note holders.
| 22 |
In connection with the offering, investors received warrants to purchase an aggregate of 226,332 shares of common stock at an exercise price of $7.50 per share for a five-year term. The warrant exercise price was subject to adjustment and could be reduced to an amount equal to 125% of the conversion price of the notes. Of the $1,357,947 principal amount of notes issued, $102,947 represented the exchange of existing indebtedness by two investors on a dollar-for-dollar basis, with no discount applied. As a result of the Listing and Offering, the exercise price of the warrants was adjusted to $4.24375 per share.
On May 28, 2026, the Company completed a second closing under the offering for gross proceeds of $185,000. In connection with the second closing, investors received warrants to purchase an aggregate of 30,833 shares of common stock. As a result of the Listing and Offering, these convertible notes converted into an aggregate of 30,833 shares of common stock, which were issued to the note holders, and the exercise price of the warrants was adjusted to $4.24375 per share.
In connection with these private offerings, the Company engaged ThinkEquity LLC as exclusive placement agent and paid customary fees, including placement agent warrants.
On July 2, 2026, in connection with the simultaneous listing of the Company’s common stock and publicly-traded warrants on the NYSE American, LLC (the “NYSE American”), the Company entered into an underwriting agreement with ThinkEquity, LLC, pursuant to which the Company sold 3,712,000 shares of common stock and warrants to purchase 4,723,287 shares of common stock, for an aggregate purchase price of $18,008,768, netting the Company $16,548,166 in cash after payment of various offering expenses and commissions.
Off-balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and notes thereto for the three and six months ended July 31, 2026, and 2025, and related management discussion herein.
Our condensed consolidated financial statements are stated in U.S. Dollars and are prepared in accordance with US GAAP.
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 $43,936,530 from its inception to July 31, 2026. On July 31, 2026, we had $12,121,420 in cash. Our working capital surplus was $10,179,539 on July 31, 2026. We currently do not generate revenues and expect to continue to incur operating losses for the foreseeable future. As a result, there is substantial doubt about our ability to continue as a going concern as we need approximately $20,000,000 over the next twelve months to maintain our operations schedule. 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.
For the three months ended July 31, 2026, compared to the three months ended July 31, 2025
Revenue
The Company has had no revenue historically to date.
Operating Expenses
The Company had operating expenses of $1,073,343 for the three months ended July 31, 2026, compared to $701,469 for the three months ended July 31, 2025, as reflected in the table below:
| Three Months Ended | ||||||||
| July 31, | ||||||||
| 2026 | 2025 | |||||||
| Operating expenses | ||||||||
| Operations expense | 93,014 | - | ||||||
| Professional fees | 237,505 | 28,311 | ||||||
| Payroll and related expenses | 313,355 | 60,000 | ||||||
| Rent expense | 11,532 | 349 | ||||||
| Stock-based compensation | 318,026 | 597,500 | ||||||
| Other general and administrative expenses | 99,911 | 15,309 | ||||||
| Total operating expenses | 1,073,343 | 701,469 | ||||||
The increases in operations expense, professional fees, and payroll and related expenses in the most comparative period primarily result from our increasing operational, fundraising, and stock exchange listing initiatives during 2026.
| 23 |
Other Income / Expenses
The Company had other expenses, net, of $1,133,351 for the three months ended July 31, 2026, compared to $76,495 of expense for the three months ended July 31, 2025, as reflected in the table below:
| Three Months Ended | ||||||||
| July 31, | ||||||||
| 2026 | 2025 | |||||||
| Other income (expense) | ||||||||
| Amortization of debt discount | (770,844 | ) | - | |||||
| Interest income | 29,725 | - | ||||||
| Interest expense | (392,232 | ) | (76,495 | ) | ||||
| Total other income (expense), net | (1,133,351 | ) | (76,495 | ) | ||||
The increase in other expense relates to the debt discounts being fully amortized with the repayment of the convertible notes payable in July 2026.
Net Loss
The Company had a net loss of $2,206,694 for the three months ended July 31, 2026, compared to $777,964 for the three months ended July 31, 2025.
For the six months ended July 31, 2026, compared to the six months ended July 31, 2025
Revenue
The Company has had no revenue historically to date.
Operating Expenses
The Company had operating expenses of $2,413,667 for the six months ended July 31, 2026, compared to $1,264,607 for the six months ended July 31, 2025, as reflected in the table below:
| Six Months Ended | ||||||||
| July 31, | ||||||||
| 2026 | 2025 | |||||||
| Operating expenses | ||||||||
| Operations expense | 598,928 | - | ||||||
| Professional fees | 446,453 | 198,635 | ||||||
| Payroll and related expenses | 495,855 | 125,000 | ||||||
| Rent expense | 23,042 | 10,279 | ||||||
| Stock-based compensation | 663,026 | 875,000 | ||||||
| Other general and administrative expenses | 186,363 | 55,693 | ||||||
| Total operating expenses | 2,413,667 | 1,264,607 | ||||||
The increases in operations expense, professional fees, and payroll and related expenses in the most comparative period primarily result from our increasing operational, fundraising, and stock exchange listing initiatives during 2026.
Other Income / Expenses
The Company had other expenses, net, of $1,304,957 for the six months ended July 31, 2026, compared to $196,245 of expense for the six months ended July 31, 2025, as reflected in the table below:
| For the Six Months Ended | ||||||||
| July 31, | ||||||||
| 2026 | 2025 | |||||||
| Other income (expense) | ||||||||
| Amortization of debt discount | (807,645 | ) | - | |||||
| Interest income | 29,725 | - | ||||||
| Interest expense | (527,037 | ) | (196,245 | ) | ||||
| Total other income (expense), net | (1,304,957 | ) | (196,245 | ) | ||||
The increase in other expense relates to the debt discounts being fully amortized with the repayment of the convertible notes payable in July 2026.
Net Loss
The Company had a net loss of $3,718,624 for the six months ended July 31, 2026, compared to $1,460,852 for the six months ended July 31, 2025.
Liquidity and Capital Resources
As of July 31, 2026, the Company had cash of $12,121,420. We do not have sufficient resources to effectuate our business. We estimate that ongoing 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 operational expenses. To maintain our plan of growth, we need to raise a minimum of an additional $20,000,000 over the next twelve months to maintain our operations schedule. These factors raise substantial doubts about the Company’s ability to continue as a going concern.
| 24 |
Operations used cash of $3,281,020 for the six months ended July 31, 2026, compared to cash used of $326,123 for the same period in 2025.
We used cash in investing activities of $500,000 for the six months ended July 31, 2026, compared to $0 for the same period in 2025.
We had cash provided by financing activities for the six months ended July 31, 2026, of $15,878,166 compared to $227,000 for the same period in 2025.
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.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
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.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company’s controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its chief executive and chief financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information that it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to the chief executive and interim chief financial officer to allow timely decisions regarding disclosure.
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are not effective as of such date. The Chief Executive Officer and Chief Financial Officer have determined that the Company continues to have the following deficiency, which represents a material weakness:
| ● | Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes; and |
To remediate our internal control weaknesses, management intends to implement the following measures: develop and maintain adequate written accounting policies and procedures, including procedures with respect to disclosure of material transactions to management, legal counsel, and the Company’s audit committee.
The additional hiring is contingent upon the Company’s efforts to obtain additional funding through equity or debt and the results of its operations. Management hopes to secure funds in the coming fiscal year to implement some of our initiatives to address some of the Company’s material weaknesses but provides no assurances that it will be able to do so.
Limitations on the Effectiveness of Controls
The Company’s officers do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of the control system must reflect that there are resource constraints and that the benefits must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
Changes in Internal Control Over Financial Reporting
During the fiscal quarter covered by this Quarterly Report, there has been a significant change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, except that (i) in connection with the listing of the Company’s securities on the NYSE American, the Company appointed several independent members of the Board of Directors, and the Board created an audit committee comprised on independent directors, and (ii) on or about July 28, 2026, Robert Scannell resigned as Chief Financial Officer of the Company, and Bruce Harmon was appointed as Chief Financial Officer of the Company.
| 25 |
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On September 12, 2025, International Energy & Mineral Resources Investment Company Limited (“IEMR”), a shareholder of the Company, filed a lawsuit in the Fourth Judicial District of Idaho (case no. CV01-25-14777) seeking a declaratory judgment that the Lock-Up Agreement dated December 21, 2022, and its First Amendment dated March 30, 2024 (collectively, the “Lock-Up Agreement”) has terminated according to its terms and that IEMR may freely trade its shares. On September 30, 2025, the Company filed its response. On January 29, 2026, IEMR voluntarily withdrew their complaint, without prejudice.
Item 1A. Risk Factors
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required by this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
As described in Part I, Item 2, on April 17, 2026, and May 28, 2026, the Company sold convertible notes and warrants to investors in a private placement. The securities were offered and sold in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder, as the investors were accredited and had adequate access, through business or other relationships, to information about the Company, and the sales did not involve a public offering of securities or any general solicitation.
On May 12, 2026, the Company issued 13,333 shares of common stock of the Company to a consultant for services.
On May 19, 2026, the Company issued 2,857 shares of common stock of the Company to a consultant.
On May 22, 2026, the Company issued 27,716 shares of common stock of the Company to several consultants.
On June 22, 2026, the Company issued 4,450 shares of common stock of the Company to a consultant.
The Company issued the foregoing securities pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, as the shareholders were accredited and/or financially sophisticated and had adequate access, through business or other relationships, to information about the Company, and the sales did not involve a public offering of securities or any general solicitation.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
The enacted Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requires the operators of mines to include in each periodic report filed with the SEC certain specified disclosures regarding the Company’s history of mine safety. The Company did not operate any mines during the period covered by this Report and currently does not operate any mines and, as such, is not subject to disclosure requirements regarding mine safety that were imposed by the Dodd-Frank Act.
Item 5. Other Information
Rule 10b5-1 Trading Arrangements
During
the six months ended July 31, 2026, to the Company’s knowledge, none of our directors or officers (as defined in Exchange Act Rule
16a-1(f))
Item 6. Exhibits
| Exhibit Number | Description | |
| 3.1 | Amended and Restated Articles of Incorporation (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on October 14, 2022). | |
| 3.2 | Amended and Restated Bylaws (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on October 14, 2022). | |
| 3.3 | Certificate of Amendment to Articles of Incorporation, filed March 9, 2023 (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on March 10, 2023). | |
| 3.4 | Certificate of Designation of the Series A Convertible Non-Voting Preferred Stock (Incorporated by reference to the exhibits to our Form 8-K filed with the SEC on January 17, 2024). | |
| 3.5 | Certificate of Designation of the Rights and Preferences and Limitations of the Series B Preferred Stock (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on January 2, 2026). | |
| 3.6 | Certificate of Amendment (Incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed on January 2, 2026). | |
| 3.7 | Certificate of Designation of the Rights and Preferences and Limitations of the Series C Preferred Stock (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on February 2, 2026) | |
| 4.1 | Description of Capital Stock (Incorporated by reference to the exhibits to our Annual Report on Form 10-K filed with the SEC on May 15, 2024). | |
| 4.2 | Form 2021 Warrant (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023). | |
| 4.3 | Corrected Form of Replacement Warrant (Incorporated by reference to the exhibits to our Current Report on Form 8-K/A filed with the SEC on February 14, 2023). | |
| 4.4 | Form Lock-Up Agreement (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023). | |
| 4.5 | Form of 8.5% Secured Non-Convertible Note (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023). | |
| 4.6 | 7.5% Secured Note Indenture, dated August 24, 2021, by and between International CuMo Mining Corporation and Computershare Trust Company of Canada (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023). | |
| 4.7 | Form of Warrant (included as annex to the Warrant Agent Agreement filed as Exhibit 4.8) | |
| 4.8 | Form of Warrant Agent Agreement with VStock Transfer LLC (Incorporated by reference to exhibit 4.8 to our Registration Statement on Form S-1/A filed with the SEC on June 17, 2026) | |
| 4.9 | Form of Warrant (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on April 23, 2026) | |
| 10.1 | Form Incentive Stock Option Agreement (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023). | |
| 10.2 | Merger Agreement, dated as of November 20, 2020, by and among Crystal Globe Limited, Idaho Copper Corporation (formerly known as Joway Health Industries Group Inc.), Dynamic Elite International Limited and Joway Merger Subsidiary Limited, (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on November 25, 2020) | |
| 10.3 | Stock Purchase Agreement, dated as of January 31, 2022, by and among Crystal Globe Limited, Idaho Copper Corporation (formerly known as Joway Health Industries Group Inc.) and JHP Holdings, Inc. (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on February 10, 2022) | |
| 10.4 | Debt Assignment and Release Agreement, dated January 23, 2023, by and among Idaho Copper Corporation (formerly known as Joway Health Industries Group Inc.) and JHP Holdings, Inc. (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023). |
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| 10.5 | Option Agreement, dated October 13, 2004, by and between Cumo Molybdenum Mining Inc. and Mosquito Consolidated Gold Mines Limited, as amended January 14, 2005 (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023). | |
| 10.6 | Mining Claims Agreement, dated July 25, 2017, by and among American CuMo Mining Corporation, International CuMo Mining Corporation, CuMo Molybdenum Mining Inc., Western Geoscience Inc., and Thomas Evans (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023). | |
| 10.7 | Special Warranty Deed, between American CuMo Mining Corporation and International CuMo Mining Corporation (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023). | |
| 10.8 | Loan Agreement, dated October 31, 2014, as amended March 26, 2015, and January 29, 2016, by and between International CuMo Mining Corporation and La Familia II LLC (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023). | |
| 10.9 | MineSense Amenability Test Proposal, dated August 29, 2022, by and between MineSense Technologies Ltd. and International CuMo Mining Corporation (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023). | |
| 10.10 | Management Agreement between International Cumo Mining Corporation and Robert W. Scannell dated December 15, 2022 (Incorporated by reference to the exhibits to our Annual Report on Form 10-K filed with the SEC on May 15, 2024). | |
| 10.11 | Management Agreement between International Cumo Mining Corporation and Steven Rudofsky dated January 1, 2022 (Incorporated by reference to the exhibits to our Annual Report on Form 10-K filed with the SEC on May 15, 2024). | |
| 10.12 | Management Agreement between International Cumo Mining Corporation and Andrew A. Brodkey dated December 15, 2021 (Incorporated by reference to the exhibits to our Annual Report on Form 10-K filed with the SEC on May 15, 2024). | |
| 10.13 | Technical Advisory Agreement between International Cumo Mining Corporation and Mult-Metal Development Ltd. dated March 31, 2023 (Incorporated by reference to the exhibits to our Annual Report on Form 10-K filed with the SEC on May 15, 2024). | |
| 10.14 | Form of Unit Subscription Purchase Agreement (Incorporated by reference to the exhibit to our Form 8-K filed with the SEC on January 17, 2024. | |
| 10.15 | SGS Bateman Proposal, dated November 13, 2023 (Incorporated by reference to the exhibits to our Registration Statement on Form S-1 filed with the SEC on July 11, 2024). | |
| 10.16 | Master Truscan Services Agreement by and between the Company and Veracio, Inc., dated March 3, 2024 (Incorporated by reference to the exhibits to our Registration Statement on Form S-1 filed with the SEC on July 11, 2024). | |
| 10.17 | First Amendment to the Mining Claims Agreement by and between CuMo Molybdenum Mining Inc., Western Geoscience Inc., Thomas Evans, Idaho Copper Corporation and Multi-Metals Development Corp. dated August 19, 2025 (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on August 22, 2025). | |
| 10.18 | Form of Subscription Agreement (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on April 23, 2026). | |
| 10.19 | Form of Convertible Promissory Note (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on April 23, 2026). | |
| 10.20 | Underwriting Agreement between Idaho Copper Corporation and ThinkEquity LLC dated July 1, 2026 (Incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K filed on July 2, 2026). | |
| 10.21 | Executive Employment Agreement between Idaho Copper Corporation and Robert Scannell dated July 28, 2026 (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on August 5, 2026). | |
| 10.22 | Executive Employment Agreement between Idaho Copper Corporation and Bruce Harmon dated July 28, 2026 (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on August 5, 2026). | |
| 10.23 | Executive Employment Agreement between Idaho Copper Corporation and Andrew Brodkey dated July 28, 2026 (Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on August 5, 2026). | |
| 10.24 | Director Agreement between Idaho Copper Corporation and Gil Atzmon dated July 2, 2026 (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on August 11, 2026). | |
| 10.25 | Director Agreement between Idaho Copper Corporation and David Herksovits dated July 2, 2026 (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on August 11, 2026). | |
| 10.26 | Director Agreement between Idaho Copper Corporation and Dr. John Moeller dated July 2, 2026 (Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on August 11, 2026). | |
| 10.27 | Director Agreement between Idaho Copper Corporation and Corey Redfield dated July 2, 2026 (Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on August 11, 2026). | |
| 10.28 | Director Agreement between Idaho Copper Corporation and Steven Rudofsky dated July 2, 2026 (Incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K filed on August 11, 2026). | |
| 31.1* | Certification of the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
| 31.2* | Certification of Principal Accounting and Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
| 32.1* | Certification of the Principal Executive Officer of Registrant pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
| 32.2* | Certification of Principal Accounting and Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** | |
| 101.INS* | Inline XBRL Instance Document. | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* Filed or furnished herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SIGNATURE | TITLE | DATE | ||
| /s/Andrew Brodkey | President and Chief Executive Officer (Principal Executive Officer) | August 31, 2026 | ||
| Andrew Brodkey | ||||
| /s/ Bruce Harmon | Chief Financial Officer (Principal Financial and Accounting Officer) | August 31, 2026 | ||
| Bruce Harmon |
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