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Idaho Copper (OTC: COPR) appoints Executive Chairman and new CFO

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8-K

Rhea-AI Filing Summary

Idaho Copper Corporation restructured its senior leadership and entered into new executive employment agreements. Robert Scannell resigned as Chief Financial Officer and was appointed Executive Chairman, while Bruce Harmon was promoted from Controller to Chief Financial Officer. CEO Andrew Brodkey entered into a parallel employment agreement. A press release dated August 5, 2026 announced these appointments.

Under the new contracts, Scannell and Brodkey each receive $350,000 in annual base salary and an initial grant of 250,000 shares of common stock vesting after two years, plus a 1% change-of-control bonus. Harmon receives a $200,000 base salary, 125,000 shares vesting after two years, and a 0.25% change-of-control bonus. All three executives receive health benefits, six weeks of paid time off, severance of 24 months of base salary if terminated without cause or for good reason during the initial five-year term (or 12 months during any renewal term), and indemnification for losses arising from service as officers.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Executive Chairman base salary $350,000 per year Annual base compensation for Robert Scannell as Executive Chairman
CFO base salary $200,000 per year Annual base compensation for Bruce Harmon as Chief Financial Officer
CEO base salary $350,000 per year Annual base compensation for Andrew Brodkey as Chief Executive Officer
Executive Chairman equity award 250,000 shares Initial common stock grant to Robert Scannell vesting two years after issuance
CFO equity award 125,000 shares Initial common stock grant to Bruce Harmon vesting two years after issuance
Executive Chairman and CEO change-of-control bonus 1% of transaction value Bonus payable to Robert Scannell and Andrew Brodkey upon a qualifying change of control
CFO change-of-control bonus 0.25% of transaction value Bonus payable to Bruce Harmon upon a qualifying change of control
change of control bonus financial
"a change of control bonus equal to 1% of the transaction value in such change of control"
indemnification agreement regulatory
"the Company and Mr. Scannell entered into an indemnification agreement pursuant to which the Company will indemnify"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
Executive Chairman financial
"Robert Scannell was appointed as Executive Chairman of the Company"
An executive chairman is the board leader who also takes an active role in running the company, combining oversight of the board with hands-on involvement in strategy and major decisions. For investors, this matters because it concentrates influence in one person—like a team captain who both sets the game plan and plays on the field—so their judgment can speed decisions but also increases governance and succession risk that can affect stock value.
forward-looking statements regulatory
"content herein may contain “forward-looking statements” that are made pursuant to the Safe Harbor Provisions"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
critical minerals developer technical
"Idaho Copper Corporation ... a critical minerals developer advancing the flagship CuMo copper-molybdenum-silver project"

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FAQ

What leadership changes did Idaho Copper (COPR) disclose in this 8-K?
Idaho Copper reported that Robert Scannell resigned as Chief Financial Officer and became Executive Chairman, while Bruce Harmon was promoted from Controller to Chief Financial Officer. CEO Andrew Brodkey also entered into a new executive employment agreement.

What are the key compensation terms for Idaho Copper (COPR) Executive Chairman Robert Scannell?
Under his agreement, Robert Scannell receives a $350,000 annual base salary, an initial grant of 250,000 shares vesting after two years, a 1% change-of-control bonus, health insurance for himself and his spouse, six weeks paid time off, severance protections, and an indemnification agreement.

How is new CFO Bruce Harmon of Idaho Copper (COPR) compensated?
Bruce Harmon’s contract provides a $200,000 annual base salary, an initial grant of 125,000 shares vesting after two years, a 0.25% change-of-control bonus, health insurance for him and his spouse, six weeks paid time off, severance protections, and an indemnification agreement.

What severance protections do Idaho Copper (COPR) executives receive?
For Scannell, Harmon, and Brodkey, termination without cause or for good reason during the initial five-year term triggers 24 months of base salary; during any renewal term, severance equals 12 months of base salary. These protections supplement their ongoing cash, equity, and benefit packages.

What change-of-control bonuses were granted to Idaho Copper (COPR) executives?
Executive Chairman Robert Scannell and CEO Andrew Brodkey each receive a 1% change-of-control bonus based on transaction value, while CFO Bruce Harmon receives a 0.25% bonus. These amounts are payable upon a qualifying change-of-control transaction involving Idaho Copper.

What is the CuMo project that Idaho Copper (COPR) is advancing?
Idaho Copper describes CuMo as a large copper-molybdenum-silver deposit in Idaho, comprising about 2,640 acres across 126 federal unpatented lode mining claims and 6 patented mining claims, containing copper, molybdenum, silver, rhenium, and tungsten deemed critical or strategically important.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report: July 28, 2026

 

IDAHO COPPER CORPORATION

(Exact name of Registrant as specified in its Charter)

 

Nevada   001-43386   98-0221494

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

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

(Address of Principal Executive Offices)

 

208-274-9220

(Registrant’s Telephone Number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see general instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbols(s)   Name of each exchange on which registered
Common Stock, par value $0.001 per share   COPR   NYSE American LLC
Common Stock Purchase Warrant   COPR WS   NYSE American LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ☐

 

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

The disclosure in Item 5.02 below is incorporated by reference into this Item 1.01.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On or about July 28, 2026, (i) Robert Scannell resigned as Chief Financial Officer of Idaho Copper Corporation, a Nevada corporation (the “Company”); (ii) Robert Scannell was appointed as Executive Chairman of the Company; and (ii) Bruce Harmon was promoted from Controller to Chief Financial Officer of the Company.

 

Bruce Harmon, age 68, is a financial executive with more than 45 years of experience across private and public companies. Since 2008, he has been President and owner of Lakeport Business Services, Inc., providing chief financial officer services to more than 150 clients. Currently, Mr. Harmon is a Director for Scilla Learning Holding, Inc., an artificial intelligence company, and is a Director for Veterans Benefit Corporation, a benefit company working with various entities to benefit United States military veterans. Early in his career, Mr. Harmon spent five years in the mining industry with Amoco Minerals Company, then a wholly owned subsidiary of Standard Oil of Indiana (NYSE: SN), working as an accountant in the corporate office and as an operations analyst at one of the company’s coal mines. He has been instrumental in taking 17 companies public, in acquisitions, and in raising growth capital. Previously, Mr. Harmon served as Chief Financial Officer of Onconetix, Inc. (Nasdaq: ONCO), a pharmaceutical company, from 2023 through 2024, and Marizyme, Inc. (OTC: MRZM), a pharmaceutical company, from 2021 through 2022. In 2005, Mr. Harmon was part of a team of three that presented to 84 delegates at the United Nations at the invite of the UN Environment Programmé. Mr. Harmon received a Bachelor of Science degree in accounting from Missouri State University in 1979.

 

The disclosure in the Company’s Annual Report on Form 10-K for the fiscal year ending January 31, 2026, regarding Mr. Scannell’s biography and age are incorporated by reference into this Item 5.02.

 

In connection with Mr. Scannell’s and Mr. Harmon’s appointments, on or about July 28, 2026, the Company entered into executive employment agreements with each of Mr. Scannell, Mr. Harmon, and Andrew Brodkey, the Company’s Chief Executive Officer.

 

Pursuant to Mr. Scannell’s employment agreement with the Company, Mr. Scannell will serve as Executive Chairman of the Company in consideration of the Company paying Mr. Scannell $350,000 in base compensation per year, an initial equity award of 250,000 shares of common stock, which shall vest two years following issuance, and a change of control bonus equal to 1% of the transaction value in such change of control, and provide Mr. Scannell other benefits, including health insurance for Mr. Scannell and his spouse, and 6 weeks of vacation/paid time off each year. Following a termination of Mr. Scannell’s employment without cause by the Company or by Mr. Scannell for good reason, Mr. Scannell will also be paid severance equal to either (i) 24 months of base compensation if the termination is during the initial 5-year period of employment under the agreement, or (ii) 12 months of base compensation if the termination is during a renewal period of employment following the initial period of employment. Finally, pursuant to the employment agreement, the Company and Mr. Scannell entered into an indemnification agreement pursuant to which the Company will indemnify Mr. Scannell for any losses incurred by Mr. Scannell as a result of Mr. Scannell’s service as an officer of the Company.

 

Pursuant to Mr. Harmon’s employment agreement with the Company, Mr. Harmon will serve as Chief Financial Officer of the Company in consideration of the Company paying Mr. Harmon $200,000 in base compensation per year, an initial equity award of 125,000 shares of common stock, which shall vest two years following issuance, and a change of control bonus equal to 0.25% of the transaction value in such change of control, and provide Mr. Harmon other benefits, including health insurance for Mr. Harmon and his spouse, and 6 weeks of vacation/paid time off each year. Following a termination of Mr. Harmon’s employment without cause by the Company or by Mr. Harmon for good reason, Mr. Harmon will also be paid severance equal to either (i) 24 months of base compensation if the termination is during the initial 5-year period of employment under the agreement, or (ii) 12 months of base compensation if the termination is during a renewal period of employment following the initial period of employment. Finally, pursuant to the employment agreement, the Company and Mr. Harmon entered into an indemnification agreement pursuant to which the Company will indemnify Mr. Harmon for any losses incurred by Mr. Harmon as a result of Mr. Harmon’s service as an officer of the Company.

 

 

 

 

Pursuant to Mr. Brodkey’s employment agreement with the Company, Mr. Brodkey will serve as Chief Executive Officer of the Company in consideration of the Company paying Mr. Brodkey $350,000 in base compensation per year, an initial equity award of 250,000 shares of common stock, which shall vest two years following issuance, and a change of control bonus equal to 1% of the transaction value in such change of control, and provide Mr. Brodkey other benefits, including health insurance for Mr. Brodkey and his spouse, and 6 weeks of vacation/paid time off each year. Following a termination of Mr. Brodkey’s employment without cause by the Company or by Mr. Brodkey for good reason, Mr. Brodkey will also be paid severance equal to either (i) 24 months of base compensation if the termination is during the initial 5-year period of employment under the agreement, or (ii) 12 months of base compensation if the termination is during a renewal period of employment following the initial period of employment. Finally, pursuant to the employment agreement, the Company and Mr. Brodkey entered into an indemnification agreement pursuant to which the Company will indemnify Mr. Brodkey for any losses incurred by Mr. Brodkey as a result of Mr. Brodkey’s service as an officer of the Company.

 

The foregoing descriptions of the executive employment agreements and indemnification agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the employment agreements and indemnification agreements, copies of which are filed as Exhibits 10.1-10.3 to this Current Report on Form 8-K and incorporated by reference herein (with the indemnification agreements attached as exhibits to each employment agreement).

 

Item 7.01 Regulation FD Disclosure.

 

The disclosure in Item 5.02 is incorporated by reference into this Item 7.01. On August 5, 2026, the Company issued a press release announcing the appointments of Robert Scannell and Bruce Harmon as Executive Chairman and Chief Financial Officer, respectively (the “Release”). A copy of the Release is attached hereto as Exhibit 99.1.

 

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, or the Exchange Act of 1934, regardless of any general incorporation language in such filings. This Report will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
10.1   Executive Employment Agreement, between Idaho Copper Corporation and Robert Scannell, dated July 28, 2026
10.2   Executive Employment Agreement, between Idaho Copper Corporation and Bruce Harmon, dated July 28, 2026
10.3   Executive Employment Agreement, between Idaho Copper Corporation and Andrew Brodkey, dated July 28, 2026
99.1   Press Release
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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.

 

Date: August 5, 2026

 

  IDAHO COPPER CORPORATION
     
  By: /s/ Robert Scannell
  Name: Robert Scannell
  Title: Executive Chairman

 

 

 

 

Exhibit 99.1

 

Idaho Copper Appoints Robert Scannell Executive Chairman and Bruce Harmon Chief Financial Officer

 

Harmon Promoted from Controller, Bringing More Than 45 Years of Public and Private Company Financial Experience

 

BOISE, Idaho – August 5, 2026 – Idaho Copper Corporation (NYSE American: COPR) (“Idaho Copper” or the “Company”), a critical minerals developer advancing the flagship CuMo copper-molybdenum-silver project in Idaho, today announced that Robert Scannell, the Company’s Chief Financial Officer and a director, has been appointed Executive Chairman of the Board of Directors, effective immediately, and that Bruce Harmon, currently the Company’s Controller, has been appointed Chief Financial Officer.

 

Robert Scannell, Executive Chairman

 

Mr. Scannell has served as Chief Financial Officer and a director of Idaho Copper through the Company’s recent uplisting to the NYSE American and its concurrent $18 million public offering. He is the founder of Tradewinds Investment Management LP, a hedge fund focused on emerging markets and natural resources, and has served as a director of numerous public and private companies. He previously held roles in institutional sales at Merrill Lynch & Co. Mr. Scannell holds a B.A. and an M.B.A. from Penn State University and a J.D. from Purdue University, and is a Chartered Financial Analyst. As Executive Chairman he will focus on capital markets strategy, financing, and board leadership as the Company advances CuMo.

 

Mr. Scannell commented, “Bruce has been running our accounting function as Controller and previously helped us in a consulting capacity. He knows the company well and brings a strong public company skillset to the CFO role. Handing the role to someone already well up the curve gives me great confidence. In the Executive Chairman role I will stay closely involved in our capital markets and financing strategy as we advance the CuMo project.”

 

Bruce Harmon, Incoming Chief Financial Officer

 

Mr. Harmon is a financial executive with more than 45 years of experience across private and public companies. Since 2008 he has been President and owner of Lakeport Business Services, Inc., providing chief financial officer services to more than 150 clients. Early in his career, Mr. Harmon spent five years in the mining industry with Amoco Minerals Company, then a wholly owned subsidiary of Standard Oil of Indiana, working as an accountant in the corporate office and as an operations analyst at one of the company’s coal mines. He has been instrumental in taking 17 companies public, in acquisitions, and in raising growth capital. Mr. Harmon holds a Bachelor of Science in accounting from Missouri State University.

 

Mr. Harmon commented, “CuMo is a deposit of real scale at a moment when the nation is more serious than ever about domestic critical mineral supply. The recent uplisting and parallel financing gave us the runway to execute and drive forward the project in this critical time for the industry. I look forward to working closely with Andrew, Robert and the rest of the team to help create sustainable, long-term value for our shareholders.”

 

 

 

 

About Idaho Copper Corp.

 

Idaho Copper Corporation (NYSE American: COPR) is a critical minerals developer focused on exploring and developing the CuMo copper-molybdenum-silver project located in Boise County, Idaho. The CuMo project is one of the largest undeveloped copper deposits in the western hemisphere, likely the largest undeveloped molybdenum deposit in the world, and contains significant amounts of silver, rhenium, and tungsten—all considered critical or of strategic importance. The project comprises approximately 2,640 acres and consists of 126 federal unpatented lode mining claims and 6 patented mining claims. To learn more, please visit www.idaho-copper.com.

 

Safe Harbor Statement

 

With the exception of historical information contained in this press release, content herein may contain “forward-looking statements” that are made pursuant to the Safe Harbor Provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identified by using words such as “anticipate,” “believe,” “plan,” “expect,” “intend,” “will,” and similar expressions, but these words are not the exclusive means of identifying forward-looking statements. Forward-looking statements in this release include statements regarding the appointments described herein, the timing and completion of the chief financial officer transition, and statements relating to expected developments and growth in Idaho Copper’s business. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Investors are cautioned that forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from the statements made. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements are discussed or identified in our filings with the Securities and Exchange Commission (the “SEC”), including the risk factors contained in our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and registration statements. In addition, this press release contains time-sensitive information that reflects management’s best analysis only as of the date of this press release. Idaho Copper does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this release. Further information concerning issues that could materially affect financial performance or other forward-looking statements contained in this release can be found in Idaho Copper’s periodic filings with the SEC.

 

Investor Relations Contact:

 

Lucas A. Zimmerman

Managing Director

MZ Group - MZ North America

(262) 357-2918

COPR@mzgroup.us

www.mzgroup.us

 

 

 

Source: View Original Filing on SEC EDGAR

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