UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K
☒
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended January 31, 2026
☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from _______ to _______
Commission
File Number: 333-108715
IDAHO
COPPER CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
(Address of Principal Executive Offices) (Zip Code)
(208)274-9220
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
N/A N/A N/A
Securities
registered pursuant to Section 12(g) of the Act:
N/A
(Title
of class)
Indicate
by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate
by check mark if the Registrant is not required to file Reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☒ No ☐
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. Yes ☒ No ☐
Indicate
by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small Reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company” or an “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller Reporting company ☒
Emerging Growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant has filed a Report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial Reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit Report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The
aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the Registrant’s
most recently completed second fiscal quarter was approximately $13,340,657. Solely for purposes of this Annual Report, shares of Common
Stock held by executive officers and directors of the Registrant as of such date have been excluded because such persons may be deemed
to be affiliates. This determination of executive officers and directors as affiliates is not necessarily a conclusive determination
for any other purposes.
As
of March 17, 2026, there were 13,938,917 shares of the registrant’s Common Stock issued and outstanding.
IDAHO
COPPER CORPORATION
(FORMERLY
KNOWN AS JOWAY HEALTH INDUSTRIES GROUP INC.)
Annual
Report on Form 10-K
For
the Year Ended January 31, 2026
TABLE
OF CONTENTS
Page
PART I 1
ITEM 1. BUSINESS 4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 13
ITEM 1A. RISK FACTORS 13
ITEM 1B. UNRESOLVED STAFF COMMENTS 25
ITEM 1C. CYBERSECURITY 26
ITEM 2. PROPERTIES 26
ITEM 3. LEGAL PROCEEDINGS 29
ITEM 4. MINE SAFETY DISCLOSURES 29
ITEM 6. [RESERVED] 30
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 34
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 34
ITEM 9A. CONTROLS AND PROCEDURES 34
ITEM 9B. OTHER INFORMATION 35
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 35
PART III 36
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 36
ITEM 11. EXECUTIVE COMPENSATION 38
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 42
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 43
SIGNATURES 45
i
PART
I
GLOSSARY
OF MINING TERMS
The
following are abbreviations and definitions of certain terms commonly used in the mining industry and this document:
1300
of Commission Regulation S-K. Subpart 1300 of Regulation S-K governs the disclosure requirements for registrants involved in mining
operations.
Cored
holes. Drilled using specialized hollow bits to extract core samples which provides geologists and exploration companies with detailed,
representative data on subsurface geology, aiding in decisions to start or abandon mining operations.
Cu-Ag
zone. An area where both copper (Cu) and silver (Ag) are found together in economically significant concentrations, often within
sediment-hosted deposits, hydrothermal veins, or skarns.
Cu-Mo
zone. A geological area or deposit containing commercially valuable concentrations of both copper (Cu) and molybdenum (Mo) minerals,
often associated with porphyry deposits.
Cutoff
grade. The minimum grade (quality) of ore that is considered economically viable to extract and process from a mineral deposit.
Down-hole
histogram. Tools for visualizing and analyzing data collected from drill holes.
Felsic
intrusive phases. Bodies of igneous rock that formed from slowly cooling, silica-rich magma beneath the Earth’s surface.
HQ.
Core diameter (around 63.5 mm).
In-situ
grade. Refers to the concentration of valuable minerals within an ore body that is targeted for extraction using in-situ recovery
(ISR) techniques, such as solution mining, before the ore is physically removed from the ground.
Lode
mining claims. A mining claim where valuable minerals are found within a vein, lode, or ledge, typically embedded in hard rock.
Ma.
A milliampere (symbol: ma) is a submultiple of the SI base unit of electrical current, the ampere. It is defined as one thousandth
of an ampere.
Mineralization.
The geological process where economically important metals or minerals are deposited in a host rock, forming an orebody that can be mined
for profit.
Mo
zone. Refers to an area with a high concentration of Molybdenum (Mo) ore.
MoS2.
Known as molybdenite, it is a key mineral in mining, found in low-grade porphyry deposits of molybdenum and copper.
Net
smelter return. The revenue a mining company receives from selling processed minerals, minus the costs of transportation, smelting,
and refining.
NI
43-101. Canada’s mandatory National Instrument for disclosure of scientific and technical information about mineral projects,
establishing standards to protect investors and ensure information is accurate, consistent, and understandable.
NQ.
Core diameter (around 47.6 mm).
Ordinary
kriging. A widely used geostatistical method for estimating ore grades and mineral reserves by using a weighted average of nearby
samples to predict values at unsampled locations.
PEA.
A high-level, early-stage study that provides a first look at a mineral project’s potential economic viability.
Pit
constraint. Any limitation or condition that must be satisfied when designing an open-pit mine to ensure safe and profitable extraction
of ore.
Placer
operations. Methods for extracting valuable minerals like gold, tin, and diamonds from unconsolidated deposits such as riverbeds
and beach sands, where natural forces have concentrated them.
Porphyry.
A type of igneous rock characterized by large crystals (phenocrysts) embedded in a finer-grained groundmass.
Qualified
Person. An individual with a relevant professional degree and a minimum of five years of specific, relevant industry experience who
is qualified to prepare and be responsible for the technical reports and public disclosures related to a mineral project.
RCV
calculation. Determines revenue and investment within specific industries.
Rotary
holes. Created using rotary drill rigs and are crucial for placing explosives to break up large sections of rock, facilitating mining
operations.
TRS.
A detailed document that provides a summary of material scientific and technical information about a mineral property.
Unorganized
mining district. A designated area for mining that is not formally structured, managed, or administered in the same way as other
organized districts, often characterized by a less formal legal framework and more ad hoc operations, particularly within historical
records or for the general region of United States federal land.
Item
1. BUSINESS
Idaho
Copper Corporation is a mineral exploration and development company, focused on exploring and developing a large copper-molybdenum-silver
deposit in Idaho (United States), (the “CuMo” Project”).
Idaho
Copper seeks to capitalize on the looming copper supply deficit by advancing one of the potentially largest untapped copper projects
in the United States. The economics of the project benefit from extensive high-value co-products including molybdenum and silver. A Preliminary
Economic Assessment (PEA) was completed in May 2020 by SRK Consulting (Canada) Inc.
The
CuMo Project currently consists of one hundred and twenty-six (126) federal unpatented lode mining claims, and six (6) patented mining
claims. In total, the project comprises approximately 2,640 acres. The unpatented lode mining claims and patented claims are situated
in an unorganized mining district, in Boise County, Idaho, spanning Sections in Township 7N and 8N, Range 5E and 6E, Boise Meridian.
The
CuMo deposit is situated within the Idaho batholith and is part of a regional scale belt of porphyry and related deposits identified
as the Idaho-Montana Porphyry Belt. Igneous complexes in this belt are interpreted to be related to an Eocene, intra-arc rift, and are
characterized by alkalic rocks in the northeast, mixed alkalic and calc-alkalic rocks in the middle, and calc-alkaline rocks in the southwest.
The CuMo deposit is located at the southwestern end of this belt and is associated with a calc-alkalic monzogranite, reported as 45-52Ma
age that intrudes Cretaceous equigranular intrusive rocks of the Atlanta Lobe of the Idaho Batholith. The CuMo area is underlain by biotite
granodiorite, the most common rock type of the Atlanta lobe of the Idaho batholith. All of the felsic intrusive phases contain molybdenite
(MoS2) mineralization.
Ore
Sorting and Updated Preliminary Economic Assessment
Idaho
Copper presently is investigating the potential to utilize additional ore sorting technologies to optimize the separation of waste and
low grade ore from higher grade mill feed post-mining and increase the head grade of ore being fed to a concentrator. The thin-veined,
stockwork nature of the CuMo deposit lends itself well to ore sorting, since mineralized veins at CuMo largely carry the metals of interest
and are much different from waste in appearance. A visual scanning exercise of all of the core recovered from previous drilling activities
described herein revealed that up to 84% of the waste and lower grade ore mined can be theoretically separated from higher grade material
through application of ore sorting, versus the 28% separation factor that SRK Consulting (Canada) Inc. (“SRK”) conservatively
used in its 2020 Preliminary Economic Assessment (“PEA”). There are over 90 active mines in the world today which utilize
some form of ore sorting.
Competitive
Position in the Industry
The
mineral exploration, development, and production industry are largely un-integrated. The Company competes with other exploration companies
looking to acquire and obtain financing for the exploration and development of mineral resource properties. While the Company competes
with other exploration companies to locate and acquire mineral resource properties, it may also compete with them for the removal or
sales of mineral products from its properties if it should eventually discover their presence in quantities sufficient to make production
economically feasible. Readily available markets for the sale of mineral products only sometimes exist for all mineral commodities; however,
the principal CuMo Project commodities of copper, silver and molybdenum are traded on international exchanges and therefore, at a minimum
a terminal market exists for which these commodities can be delivered and sold.
Company
History (2020 – 2022)
Idaho
Copper Corporation (formerly known as Joway Health Industries Group Inc.), incorporated in Nevada, was initially engaged in the manufacture,
distribution, and sales of tourmaline-related healthcare products through operating entities in China. As a result of the consummation
of the transactions contemplated by the Merger Agreement dated as of December 31, 2020, with Dynamic Elite International Limited, a British
Virgin Islands company, Crystal Globe Limited, a British Virgin Islands company, and Joway Merger Subsidiary Limited, a British Virgin
Islands company, the Company no longer had any assets or business operations. Accordingly, the Company became a shell company, as that
term is defined in Rule 12b-2 of the Exchange Act.
On
February 3, 2022, the Company consummated the transactions contemplated by the Purchase Agreement dated as of January 31, 2022 by and
among the Company, Crystal Globe Limited and JHP Holdings, Inc., a Nevada corporation, pursuant to which JHJP purchased 16,644,820 shares
of Common Stock of the Company from Crystal Globe. The shares represented 83% of the issued and outstanding shares of the Company on
a fully diluted basis. The purchase price for the shares paid by JHP was $100,000. Pursuant to the Purchase Agreement, each of Crystal
Globe, JHP and the Company made customary representations and warranties to each other. In connection with the acquisition of the 83%
by JHP, Jinghe Zhang, the sole officer and director of the Company, resigned and Ramon Lata was appointed as the sole officer and director
of the Company.
Company
History (2023 – Present)
On
January 23, 2023, the Company entered into and consummated the transactions contemplated by a Share Exchange by and among the Company,
International CuMo Mining Corporation, an Idaho corporation, and the shareholders of 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 newly issued shares of the Company’s Common Stock As a result of this Share Exchange, ICUMO became a wholly owned
subsidiary of the Company.
ICUMO
owns and controls the mining claims and rights to the CuMo Project, a large primary molybdenum deposit with silver and copper co-products
and also byproducts tungsten and rhenium. Located in Boise County, Idaho, ICUMO was formed to determine the geologic and environmental
factors that will determine the future development plan of the CuMo Project.
Pursuant
to the terms of the Share Exchange Agreement, each share of ICUMO’s Common Stock held by the ICUMO Shareholders was converted into
the right to receive the number of shares of Common Stock equal to an exchange ratio of 1.34.
As
a result of the Exchange, a change in control of the Company occurred with the ICUMO Shareholders owning 90.1% of the issued and outstanding
shares of Common Stock. Immediately after giving effect to the Exchange, there were 202,294,000 issued and outstanding shares of Common
Stock, held as follows:
Pursuant
to the terms of the Share Exchange Agreement, on January 23, 2023 at the Closing of the exchange the Company assumed: (i) all ICUMO’s
obligations for the options, whether or not vested, granted to key management personnel pursuant to certain Incentive Stock Option agreements,
and any vested options are now exercisable to purchase shares of Common Stock at an exercise price of $0.125 until December 31, 2027;
and (ii) all ICUMO’s obligations pursuant to certain warrants to purchase shares of ICUMO Common Stock, which warrants are now
exercisable to purchase shares of Common Stock, at an exercise price of $0.15, until May 11, 2027. The Incentive Stock Options and 2021
Warrants are (i) exercisable for that number of shares of Common Stock equal to the number of shares of ICUMO’s Common Stock subject
to such options and warrants, immediately prior to the Closing and as adjusted by the Exchange Ratio, and (ii) have an initial exercise
price per share equal to the initial exercise price per share in effect for that option or warrant immediately prior to the Closing.
With respect to these Incentive Stock Options and 2021 Warrants, the Company assumed at Closing, after applying the Exchange Ratio, vested
and unvested options to purchase an aggregate of 56,615,000 shares of Common Stock and warrants exercisable for up to 41,540,000 shares
of Common Stock.
At
the Closing, Ramon Lata, the sole officer, and director of the Company, resigned from all his offices and from the board of directors
of the Company. In his place, the Board appointed four new directors, Robert Scannell, John Moeller, Shaun Dykes, and Andrew Brodkey,
and the following four executive officers, Steven Rudofsky as Chief Executive Officer and President, Robert Scannell as Chief Financial
Officer, Andrew Brodkey as Chief Operating Officer, and Shaun Dykes as Vice President, Exploration.
Private
Placement by ICUMO
Prior
to entering into the Share Exchange Agreement, from December 2022 to January 9, 2023, ICUMO conducted a private placement offering whereby
it issued and sold Notes in the total amount of $898,000 with a conversion price of $0.10 and 8,980,000 warrants to purchase ICUMO Common
Stock, with an exercise price of $0.15. As a condition to entering into the Share Exchange Agreement, ICUMO and the Company agreed that
the Company would exchange the Notes and 2023 Warrants for notes and warrants issued by the Company. Such replacement notes and warrants
were issued by the Company to the holders of the Notes and 2023 Warrants on January 23, 2023. After applying the Exchange Ratio to the
conversion rate, the Company had outstanding convertible secured promissory notes in the principal amount of $898,000 which will convert
into shares of Common Stock at an adjusted conversion price of $0.075 per share of Common Stock and 11,973,333 warrants to purchase shares
of Common Stock at an adjusted exercise price of $0.15 per share. Principal on the Notes is due and payable on July 23, 2025. The warrants
expire on January 9, 2028.
The
Replacement Notes and Warrants are secured by a first priority lien on all of the assets and mining claims of the Company, other than
certain patented lode mining claims that represent approximately 7.3% of the CuMo Project.
The
Company continues to be a “smaller reporting company,” as defined under the Exchange Act, however, as a result of the Exchange,
the Company has ceased to be a “shell company.”
In
connection with the Exchange, the Company entered into lock-up and leak-out agreements (“Lock-Up Agreements”) with (i) certain
majority shareholders of ICUMO, (ii) the holders of the Incentive Stock Options, (iii) the majority stockholder of the Company prior
to the Exchange; and (iv) certain service providers who will receive shares of Common Stock as payment for services rendered in connection
with the Share Exchange Agreement. These Lock-Up Agreements cover the Exchange Shares, any Common Stock issued pursuant to the exercise
of any Incentive Stock Options or 2021 Warrants, and all shares of Common Stock issued to such service providers (the “Covered
Securities”). The Lock-Up Agreements did not require any additional restrictions to be added to the Covered Securities at issuance
but rather were applicable to the holders of the Covered Securities. The Lock-up Agreements provide that the Covered Securities are subject
to an 18-month lock-up from January 23, 2023, subject to (i) early release upon the Company up-listing to a national securities exchange,
and (ii) termination upon certain corporate events and transactions, and also provide for certain limited permitted transfers where the
recipient takes the shares subject to the restrictions in the Lock-Up Agreement. At the end of the lock-up period, the Covered Securities
are subject to a one-year leak-out restriction for public resales of five percent of the trailing ten (10) day average trading volume
of the Common Stock. The Company may waive these restrictions.
In
connection with the transactions contemplated by the Share Exchange Agreement, prior to the Closing, the Company assigned all the amounts
owed to a third-party service provider to JHP, the former controlling stockholder of the Company. Pursuant to the terms of this Debt
Assignment and Release Agreement, JHP Holdings, Inc. assumed all the outstanding debts of the Company as of January 23, 2023.
The
CuMo Project, Geology and Mineralization
The
CuMo 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,
and are within the Boise National Forest.
The
CuMo deposit is situated within the geological occurrence called the Idaho batholith and is part of a regional scale belt of porphyry
and related deposits identified as the Idaho-Montana Porphyry Belt. Igneous complexes in this belt are interpreted to be related to an
Eocene, intra-arc rift, and are characterized by alkalic rocks in the northeast, mixed alkalic and calc-alkalic rocks in the middle,
and calc-alkaline rocks in the southwest. The CuMo deposit is located at the southwestern end of this belt and is associated with a calc-alkalic
monzogranite, reported as 45-52Ma age that intrudes Cretaceous equigranular intrusive rocks of the Atlanta Lobe of the Idaho Batholith.
The CuMo area is underlain by biotite granodiorite, the most common rock type of the Atlanta lobe of the Idaho batholith. All of the
felsic intrusive phases contain molybdenite (MoS2) mineralization.
The
CuMo deposit is located adjacent to a historic gold mining camp. Gold was discovered in the Boise Basin in 1862 and lode mining began
within a year. As of 1940, total gold production amounted to 2.8 million ounces of which 74% was from placer operations. More gold has
been produced from the Boise Basin than any other mining locality in Idaho. Although they are primarily gold deposits, considerable silver
and minor copper, lead and zinc were produced as byproducts from the lodes.
The
area features two separate mineralizing events that are referred to as early Tertiary and early Miocene. The first event consists of
gold-quartz veins containing minor sulfide minerals that occur within the Idaho batholith and are associated with weak wall rock alteration.
Associated sulfide minerals include pyrite, arsenopyrite, sphalerite, tetrahedrite, chalcopyrite, galena, and stibnite. The second mineralizing
event occurs within porphyry dikes and stocks as well as in the batholith, and is characterized by relatively abundant sulfide mineralization,
subordinate quartz, and widespread wall rock alteration. Base metal mineralization consists of pyrite, sphalerite, galena, tetrahedrite,
chalcopyrite, minor quartz, and siderite with local occurrences of pyrrhotite and enargite.
Molybdenum
mineralization was discovered at CuMo in 1963. Mineralization on the property occurs in veins and veinlets developed within various intrusive
bodies. Molybdenite (MoS2) occurs within quartz veins, veinlets, and vein stockworks. Whereas a typical porphyry deposit features disseminated
mineralized areas throughout the orebody. CuMo is a stockwork-type deposit, Individual veinlets vary in size from tiny fractures to veinlets
five centimeters in width, with an overall thickness averaging 0.3- 0.4 cm. Pyrite and/or chalcopyrite are commonly associated with molybdenite
although molybdenite can occur alone without other metallic mineralization.
Due
to their large size, the total contained economic molybdenum in this type of lower grade copper-molybdenum deposit can be equivalent
to or exceed that of high-grade molybdenum deposits.
History
of CuMo Project Exploration
The
Boise Basin was first explored following the discovery of placer gold deposits in 1862. Several lode gold deposits were discovered and
developed immediately following the initial alluvial gold rush, with significant production occurring in the late 1800’s and early
1900’s. No production has occurred on the CuMo Project claim footprint itself.
The
first interest in the CuMo property was shown during aerial reconnaissance by Amax Exploration (“Amax”) in 1963. Follow-up
geochemical rock and soil sampling indicated anomalous molybdenum and copper values. Forty claims were then staked, and three previously
existing claims were optioned. A 2.5 mile (4 km) rough access road was constructed in 1964 to facilitate collection of rock samples and
geological mapping. Amax completed detailed bedrock mapping on the CuMo property between 1964 and 1981.
In
1968, Curwood Mining Company staked 12 claims and undertook detailed mapping and geochemical rock sampling. Several trenches were excavated,
and one line of dipole-dipole array induced polarization (“IP”) geophysical survey was conducted.
In
1969, Midwest Oil Corp. optioned the property and conducted exploration drilling through 1972 (four short rotary holes (less than 100
ft) initially, which were later deepened using diamond drilling, followed by six cored holes). Midwest also performed an IP survey in
1971 and an airborne magnetic survey in 1973.
In
1973, Midwest formed a joint venture with Amax and then subsequently Midwest was merged with Amoco Minerals Company (“AMOCO”)
resulting in an Amax-AMOCO joint venture with AMOCO as operator. During the period 1973 to 1981, the Amax-AMOCO joint venture completed
30,822 ft of drilling, surface geological mapping, re-logging of the core, road construction, an aerial topographic survey, and age dating.
In 1980, Amax Exploration Inc. transferred its interest to Climax Molybdenum Company (“Climax”), also a subsidiary of Amax
Inc. In 1982, Climax collected more than 300 soil geochemical samples from three different grids.
A
total of twenty-three (23) diamond holes and three RC holes were drilled on the property during this timeframe. Most RC holes were pre-collars
to diamond drill holes with only the diamond drill component of the holes being used for resource modelling and sampling. The historic
holes were sampled mostly at a 20ft sample interval. All the sample rejects were delivered directly from Climax’s secure facility
in Colorado and are stored in the project secure warehouse facility for use by the project.
The
drilling efforts from 1969 to 1982 were the only actual drilling done on the property until ICUMO in 2006, who under option from American
CuMo completed one diamond drillhole and partially completed another before relinquishing the project back to American CuMo in late 2006.
Thereafter, American CuMo between 2006 and 2012 drilled a total of 25,486.82m in forty-two (42) holes. Drilling consisted of both HQ
and NQ diameter core with holes being started with HQ diameter and then reducing at a major fault intersection or at 1000ft which ever
was less. Core recoveries were monitored and were excellent (90%+). All holes were surveyed down-the-hole at regular intervals (100 feet)
using a Reflex survey instrument. All core was collected at the drill site by the diamond drillers under supervision of onsite geology
staff and delivered to a secure warehouse facility in Garden Valley where they were logged, analyzed and samples collected. All drill
sites were surveyed using a total field station in order to accurately locate the holes.
The
2006 through 2012 results confirmed the extent and grade of mineralization on the property as indicated by previous drilling and demonstrated
continuity of mineralization between the original wide-spaced holes.
American
CuMo’s work resulted in the interpretation and modelling of three distinct mineralized zones within the deposit. These zones were
previously interpreted by Amax as distinct shells that were produced by separate intrusions. Re-interpretation of down-hole histograms
for copper (Cu), silver (Ag) and molybdenite (MoS2) suggests the mineralized zones are part of a single, large, concentrically zoned
system with an upper copper-silver zone, underlain by a transitional copper-molybdenum zone, in turn underlain by a lower molybdenum-rich
zone. Three-dimensional modeling of the above zonation indicates the current area being drilled is located on the north side of a large
system extending 4.5km (15,000ft) in diameter, of which 1.5 km (3,000 ft.) has been drilled.
Resource
Reports and Preliminary Economic Assessments
In
2008, an initial Resource Estimate compliant with Canadian National Instrument 43-101 was commissioned by American CuMo under its former
name, Mosquito Consolidated Gold Mines Ltd. This estimate was based on information from 31 diamond drillholes completed through 2007.
The deposit was subdivided into three mineral domains based on the drill hole data: a Cu-Ag zone, a Cu-Mo zone, and a Mo zone. Within
each mineral domain 20 ft. composites were formed. Blocks 50 x 50 x 50 ft. were estimated for MoS2, Cu, Ag and W by ordinary kriging.
In
May 2009, the authors of the 2008 report provided an updated Resource Estimate based on a total of 42 diamond drill holes totaling 76,436
ft, including 11 completed during 2008. Using a Recoverable Metal Value (the “RCV”) cutoff at various US dollar values per
ton, and at certain assumed metal recoveries and metal prices, the authors presented tonnages, metal grades, and contained metal for
indicated and inferred resource calculations in all 3 mineralized zones.
In
November 2009, Ausenco Canada Inc. (“Ausenco”), an independent, third-party engineering firm employed by American CuMo, published
a NI 43-101 compliant Preliminary Economic Assessment, throughput Scoping Study Report based on the same 42 diamond drillholes. In a
manner similar to the May 2009 report, Ausenco reported tonnages, metal grades and contained metal for indicated and inferred resource
calculations in all 3 mineralized zones. Ausenco went further and proposed a mining and processing operational design at various mining
rates, from 50,000 to 200,000 tons per day of ore to mill throughput. This firm also included provisions and estimated capital and operating
costs for a conceptual open pit mine, waste dumps, tailings storage facility, plant/concentrator, molybdenum roaster, and ancillary facilities.
Based on this data, Ausenco was able to perform a Preliminary Economic Analysis (PEA) of the CuMo project, at various throughput rates,
which yielded numeric results for Net Present Value, Internal Rate of Return, Payback, and cash operating costs per pound of molybdenum
equivalent.
In
2011, a new technical study for a NI 43-101 compliant Resource update was commissioned with Snowden Mining Consultants. The resource
estimate update was based on a total of 54 diamond drillholes totaling 99,404 ft. Of these, 12 diamond drillholes were completed in 2009
and 2010. Again, using assumed metal recoveries and selected RCV cut-off grades, Snowden reported updated global Indicated Resources
and global Inferred Resources Snowden adopted most of the other design parameters and assumptions offered by Ausenco.
In
August 2015, Gary Giroux of Giroux Consultants Ltd. (one of the authors of the 2008 and 2009 Reports) was employed by American CuMo to
publish a NI 43-101 compliant, updated resource estimate. This update was based on a total of 65 diamond drill holes totaling 120,685
feet (36,784.9 meters). Nine (9) of the sixty-five (65) diamond drill holes were completed in 2012 since the previous resource calculation.
Using low, medium, and high metal price assumptions, and different cutoff grades for RCV, Giroux calculated Measured, Indicated, and
Inferred mineral resource numbers for ore contained within a conceptual pit shell.
Finally,
in 2020 SRK authored a Canadian NI 43-101 compliant Preliminary Economic Assessment and Technical Report (PEA) for the CuMo project.
This document, relying on the previously published 2015 resource estimate, proposed an open pit mine and concentrator combination at
a milling rate of 150,000 tons per day, and an initial mine life of 30 years. It also incorporated particle-based ore sorting technology
to remove 28% of the mining waste from the ore stream, prior to entering the concentrator.
The
mineral resource estimates contained in the TRS are based on drilling completed through 2012 on a total of 65 diamond drill holes totaling
36,166 m (118,654 ft). As no additional drilling has been completed since the 2015 resource was estimated, the mineral resource estimates
are considered current and have not been updated since that time.
The
mineral resource estimates contained in the TRS were estimated in conformity with Committee for Mineral Reserves International Reporting
Standards (CRIRSCO) “International Reporting Template for the public reporting of Exploration Targets, Exploration Results, Mineral
Resources and Mineral Reserves” as adopted by the International Council on Mining & Metals November 2019. The mineral resources
are reported in in accordance with §§229.1300 through 229.1305 (subpart 229.1300 of Regulation S-K).
The
resource estimate was based on a total of 65 diamond drill holes totaling 36,166 m (118,654 ft). Nine of the 65 diamond drill holes were
completed in 2012. As no additional drilling has been completed since the 2015 resource was estimated, it is considered current. The
resource is considered an Insitu resource as it is based on the drilling and overall geological modeling.
Table
1 to Paragraph (D)(1)—CuMo Summary of Copper, Molybdenum, Silver, Rhenium and Sulphur Mineral Resources at the End of the Fiscal
Year 2024 Based on Metal Prices (see table 2)
Grades Metal Recoveries (2)
(Millions) % % Gms PPM % $ Cutoff % % % %
*
The detailed results of the resource calculation can be found in Exhibit 96.1 of this filing, in particular sections 1.10.1 and Section
11. The point of reference for this mineral resource is an In-situ Resource.
RCV
calculation:
The
RCV calculations were based on the following metal prices
Table
2: Metal prices for resources and represent the longer-term predictions for future prices combined with the moving average for the past
3 years.
Metal Price
Copper (Cu), $/lb 3.00
Molybdenum trioxide (MoO3), $/lb 10.00
Molybdenum Metal (Mo), $/lb 15.00
Silver (Ag), $/ounce 12.50
Molybdenum
is sold as molybdenum trioxide (MoO3) which has higher Mo content. The price used in this study for MoO3 is $10/lb.
MoO3 is calculated from MoS2 by the following:
● Pounds MoO3 = Pounds Mo * 1.5
The
metal recoveries used to calculate RCV were a function of mineralized zones as follows:
Table
3: Metal recoveries sorted by mineralized zone
*Note
– the recoveries for all metals in the MSI Zone were similar to the Mo Zone
Factors
to use in RCV equation were as follows:
Cu Factor ($/ton) = Cu % * Cu Recovery % * 2000 lbs/ton * $/lb Cu
Ag Factor ($/ton) = Ag ppm * Ag Recovery % * $/oz Ag
The
equations to calculated RCV for each mineralized zone were as follows:
RCV
(oxides) = (Cu% * 36.0) + (Ag(ppm) * 0.24) + (MoS2% * 143.88)
RCV
(Cu-Ag) = (Cu% * 40.8) + (Ag(ppm) * 0.27) + (MoS2% * 154.67)
RCV
(Cu-Mo) = (Cu% * 51.0) + (Ag(ppm) * 0.28) + (MoS2% * 165.46)
RCV
(Mo) = (Cu% * 43.2) + (Ag(ppm) * 0.20) + + (MoS2% * 170.85)
RCV
(MSI) = (Cu% * 43.2) + (Ag(ppm) * 0.20) + + (MoS2% * 170.85)
Other
assumptions:
In
2012, Snowden Mining Consultants (Snowden) used Geovia’s WhittleTM pit optimizer to determine a constraining open pit shell for
the CuMo deposit. Optimization parameters were from Thompson Creek mine (a comparable open pit molybdenum project located in Idaho).
The optimization parameters included mill feed, mining and processing costs of $9.28 per processed ton, overall pit slope angles of 45°,
metallurgical recoveries as shown above and appropriate dilution and offsite costs and royalties. The commodity prices used in 2012 by
Snowden for restraining the resource were Mo at $25/lb, Cu at $3/lb, Ag at $20/oz and W at $10/lb. This pit constraint is still valid.
Once block inside the constraining pit were identified RCV values were recalculated using the current metal prices.
In
the mineral resource estimate table above the base case of $5.00/t RCV cut-off is used and is selected based on operating costs and the
results of grade improvement using a mineral sorting process. The $5.00 cut-off is suggested to separate waste from material that is
fed into the sorters. From the sorters, only mill feed above an economic cut-off would be sent for immediate processing and is used in
the economic analysis.
An
estimate for rhenium (Re) and sulfur (S) associated with the MoS2 was completed using linear regression of MoS2
vs. Re and MoS2 vs S to show the average grades of Re and S that would be contained with MoS2 within each block.
The Re and S were not used to determine the RCV value of resources.
There
has been no changes to the disclosed mineral resource in the past 5 fiscal years.
Effect
of Material Regulations on the current operations of the Company.
The
Company’s current activities are subject to a number of laws and regulations, in particular including those with respect to exploration
on federal lands (under the jurisdiction of the United States Forest Service (USFS)) and corresponding State of Idaho and local/Boise
County laws and regulations. These laws and regulations, and permits/approvals granted by governmental entities thereunder, govern how
the Company must conduct surveys and how it can build and maintain roads and drill pads, access the properties, conduct drilling and
related exploration, transport staff and materials, secure, use and conserve water, protect identified species of flora and fauna, limit
land disturbance, protect surface and groundwater, comply with mitigation requirements, and reclaim affected lands post-exploration.
The Company is also required to post a bond with the USFS for reclamation assurance. Material compliance with these regulations is mandatory
and is critical to the operations of the Company.
On
March 14, 2025, the Company received a Decision Notice and Finding of No Significant Impact from the USFS approving for its Exploration
Plan of Operations by the USFS (pursuant to an Environmental Assessment published by the USFS under the National Environmental Policy
Act of 1970 (NEPA)) for the commencement of drilling and exploration activities. Consequently, the Company can legally undertake exploration
on federal lands in 2025. In addition, material approvals that the Company will need for its planned 2025 exploration activities will
need to come from the Idaho Department of Water Resources, the Idaho Department of Environmental Quality, and Boise County Department
of Roads. The Plan of Operations permits the Company to conduct exploration from April 15 to December 15 each calendar year for a 4-year
period starting in 2025, and the Company believes that each of such additional material approvals will be applied for and received prior
to April 15, 2025. However, the Company notes that if a lawsuit is filed by Non-Governmental Organization (NGO’s) or others challenging
the USFS approval, it may not be able to carry out exploration under the Plan of Operations in 2025.
Significant
encumbrances to and future permitting for the property.
There
are no legal encumbrances affecting the properties except for the pledges of security under certain notes and debentures.
As
to future permits and approvals beyond exploration, needed for development, construction and operation of a mining project at CuMo, and
assuming that technical and economic evaluation of a project merits such development, the Company first will need to conduct extensive
baseline environmental studies, hydrological studies, additional plant and animal surveys, and related activities required under NEPA
to allow the USFS to publish an Environmental Impact Statement (EIS). If drilling and exploration activities are completed during 2026
(despite the current legal challenges), the Company anticipates that it will begin additional technical analysis for a Preliminary Feasibility
Study (PFS), described below, and commence environmental baseline work during 2025, leading to a PFS publication conceivably within 18
months. If the PFS results are positive, the Company would continue with additional technical work, environmental work, preliminary engineering
work, all in order to develop a Bankable Feasibility Study (BFS) and submit to the federal agency a Plan of Operations for construction,
development and operation of a mining project under an EIS. The Company estimates that with no legal challenges, an EIS could be published
by the USFS as early as 2029. The Company again notes that the current legal challenges from NGO’s could potentially prevent exploration
in 2026 and can extend these approximate timelines.
Internal
Controls and Data Verification
Shaun
M. Dykes, a former a director and officer of the Company, (the “Qualified Person”) reviewed the procedures used by ICUMO
and produced a description and an analysis of the results as contained in Section 8 of the TRS. These are standard data verifications
with no limitations.
All
assay results used in the verification process by the Qualified Person were obtained from fully certified analytical laboratories with
signed assay certificates.
The
Qualified Person has reviewed the data collection and verification procedures followed by ICUMO and by third parties on behalf of ICUMO,
and believes these procedures are consistent with industry best practices and acceptable for use in geological and resource modelling.
These
procedures have also been verified by several independent qualified people over the years.
For
more information about quality control/quality assurance and data verification, see Section 8 and Section 9 of the TRS.
The
mineral resources estimated may ultimately be affected by a broad range of environmental, permitting, socio-economic (as discussed in
Section 17 of the TRS), legal, title (as discussed in Section 3 of the TRS), marketing and political factors (as discussed in Section
22 of the TRS). At this time the authors are unaware of any of these factors that could materially affect the mineral resource estimate.
Of course, going forward, relevant factors that could influence the resource estimate include changes to the geological, geotechnical
or geometallurgical models, infill drilling to convert mineral resources to a higher classification, drilling to test for extensions
to known resources, collection of additional bulk density data and significant changes to commodity prices. It should be noted that all
these factors pose potential risk and opportunities to the current mineral resource.
Current
Planned Working Programs
Ore
Sorting and Updated Preliminary Economic Assessment
Idaho
Copper during 2024 investigated the potential to utilize additional ore sorting technologies to optimize the separation of waste and
low-grade ore from higher grade mill feed post-mining and increase the head grade of ore being fed to a concentrator. The thin-veined
stockwork nature of the CuMo deposit lends itself well to ore sorting, since mineralized veins at CuMo largely carry the metals of interest
and are much different from waste in appearance. A visual scanning exercise of all of the core recovered from previous drilling activities
described herein revealed that up to 84% of the waste and lower grade ore mined can be theoretically separated from higher grade material
through application of ore sorting, versus the 28% separation factor that SRK Consulting (Canada) Inc. (“SRK”) conservatively
used in its 2020 Preliminary Economic Assessment (“PEA”). There are over 90 active mines in the world today which utilize
some form of ore sorting.
During
2024, the Company contracted with MineSense, Technologies Ltd., of Vancouver, BC, Canada, who, using their ShovelSense scanning systems,
which employ X-ray fluorescence (the “XRF”) surface scanning sensor technology, successfully tested ore from CuMo and determined
positively its amenability to ore sorting. These systems are installed directly on mine shovel buckets and scan the blasted material as
the shovel scoops it up, allowing the mine operator, based on cutoff grades, to differentiate ore from waste at the mining face. ShovelSense
is currently being used successfully by at least three large producing copper open pit mines (Highland Valley BC, Copper Mountain BC,
and Carmen de Andacollo Chile). The MineSense agreement is for the sum of $65,000.
Contemporaneously
with this test work, the Company executed a contract with Veracio, Inc., from Salt Lake City, Utah, to scan existing CuMo drill cores