ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Plan of Operation
Idaho Strategic is a gold producer and critical minerals exploration company focused on a diversified asset base and cash flows from operations. Its portfolio of mineral properties are located in the historic producing silver and gold districts of the Coeur d’Alene Mining region of north Idaho and the Elk City region of north-central Idaho, as well as the historic REE-Th Belt located near the city of Salmon in central Idaho.
The Company’s plan of operation is to generate positive cash flow, increase its gold production and asset base over time while being mindful of corporate overhead. The Company’s management is focused on utilizing its in-house technical and operating skills to build a portfolio of producing mines and milling operations with a focus on gold production and critical minerals exploration.
The Company’s gold properties include: the Golden Chest (currently in production), and the New Jersey Mill (majority ownership interest), as well as the Little Baldy and Niagara exploration properties and other less advanced properties. The Company’s primary focus as it relates to its gold properties is to continue to grow production at the Golden Chest Mine and look to reinvest the cash flow into both the Golden Chest, the New Jersey Mill, and furthering its exploration efforts near the Golden Chest, as well as at its REE properties.
In addition to its gold properties, Idaho Strategic has three REE exploration properties in Idaho known as Mineral Hill, Lemhi Pass, and Diamond Creek. The Company’s expansion into REE’s came about in an effort to diversify its holdings towards the anticipated demand for these elements in advanced robotics, low-carbon technologies, and a renewed focus on the United States’ domestic critical minerals supply chain security for national defense. To date, Idaho Strategic has conducted numerous exploration programs on its REE properties which include mapping, sampling, trenching, and drilling of certain areas within the Company’s 21,385-acre landholdings.
Idaho Strategic has been able to leverage its track record of operations and experience in mining, milling, and exploring at the Golden Chest to develop relationships with different state government agencies, universities, national labs, and other government and non-government entities to advance its REE exploration activities on multiple fronts. Idaho Strategic plans to continue to look for additional partnerships to find mutually beneficial solutions to advance the U.S.' domestic REE supply chain.
Critical Accounting Estimates
The SEC has requested that all registrants address their most critical accounting policies. The SEC has indicated that a “critical accounting policy” is one which is both important to the representation of the registrant’s financial condition and results and requires management’s most difficult, subjective, or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain. The Company bases its estimates on experience and on various other assumptions that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results will differ and may differ materially from these estimates under different assumptions or conditions. Additionally, changes in accounting estimates could occur in the future from period to period. Company management has discussed the development and selection of the most critical financial estimates with the Audit and Finance Committee of the Company’s Board of Directors. The following paragraphs identify the most critical accounting policies:
The Company’s concentrate sales sometimes involve variable consideration, as they can be subject to changes in metals prices between the time of shipment and their final settlement. However, the transaction price can be reasonably estimated for the concentrate sales at the time of shipment using forward prices for the estimated month of settlement, and previously recorded sales and accounts receivable are adjusted to estimated settlement metals prices until final settlement for financial reporting purposes. The embedded derivative contained in the Company’s concentrate sales is adjusted to fair value through earnings each period prior to final settlement. It is unlikely a significant reversal of revenue for any one concentrate lot will occur. As such, the expected value method is used to price the concentrate until the final settlement date occurs, at which time the final transaction price is known. At December 31, 2025, metals that had been sold but not final settled included 6,103 ounces of gold of which 5,089 ounces were sold at a predetermined price with the remaining 1,014 ounces exposed to future price changes until prices are locked in based on the month of settlement. The Company has received provisional payments on the sale of these ounces with the remaining amount due reflected in gold sales receivable.
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The asset retirement obligation and asset on the balance sheet is based on an estimate of the future cost to recover and remediate Company properties as required by permits upon cessation of operations and may differ when operations actually cease. At December 31, 2025, the Company made an estimate that the cost of the machine and man hours probable to be needed to put its properties in the condition required by permits once operations cease would be $104,000 for the Golden Chest Mine property and $224,000 for the New Jersey Mine and Mill. For purposes of the estimate, the Company evaluated the expected life in years and costs that, initially, are comparable to rates that would be presently incurred. The Company is adding to the liability each year, and amortizing the asset over the estimated life, which decreases net income in total each year. Periodic reviews are made of the remaining life of the mine and other operations, and the estimated remediation costs upon closure, and account balances are adjusted accordingly. At this time, the Company thinks that an adjustment in its asset recovery obligation is not required, and an adjustment in future periods would not have a material impact in the year of adjustment but would change the amount of the annual accretion and amortization costs charged to expenses by an undetermined amount.
Amortization of development costs is calculated using the units-of-production method over the expected life as per the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 360-10-35-4. This includes the cost to define proven and probable reserves and measured and indicated resources accessible via the Main Access Ramp (“MAR”). Measured resources are 90-100% interpolated, and indicated resources 75-80% interpolated, using a 2 grams per tonne gold cut-off grade at the diluted minimum mining width. Conservative estimation parameters (three samples within 25 meters for measured, two within 50 meters for indicated) and economic factors ensure viability. Inferred resources are excluded to reduce uncertainty, and therefore, the volumes are risk-adjusted. Assumptions are regularly evaluated, with material deviations disclosed to ensure a systematic and rational cost allocation. More information on the Company’s reserves and resources can be found in the Technical Report Summary For the Golden Chest Mine which is included as Exhibit 96.1 to this Form 10-K.
Golden Chest Highlights for 2025 include:
· Produced a total of 12,538 ounces of gold contained in concentrates and doré.
· Mining was focused on the high-grade H-Vein at the Golden Chest mine.
REE Exploration Highlights for 2025 include:
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Results of Operations
Idaho Strategic’s financial performance for the years ended December 31, 2025, and 2024 is summarized below:
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Cash Costs and All-In Sustaining Costs Reconciliation to Generally Accepted Accounting Principles (“GAAP")
Reconciliation of cost of sales and other direct production costs and depreciation, depletion, and amortization (GAAP) to cash cost per ounce and All-In Sustaining Costs (“AISC”) per ounce (non-GAAP).
The table below presents reconciliations between the most comparable GAAP measure of cost of sales and other direct production costs and depreciation, depletion, and amortization to the non-GAAP measures of cash cost per ounce produced and AISC per ounce produced for the Company’s gold production for the years ended December 31, 2025, and 2024. The cost per ounce calculations are based on ounces produced. Upon sale, the Company typically receives payment at an average rate of 94% of ounces produced after smelting and refining charges are deducted.
Cash cost per ounce is an important operating measure that we utilize to measure operating performance. AISC per ounce is an important measure that we utilize to assess net cash flow after costs for pre-development, exploration, reclamation, and sustaining capital. Current GAAP measures used in the mining industry, such as cost of goods sold do not capture all the expenditures incurred to discover, develop, and sustain gold production. During 2024, the Company adjusted the method of calculating sustaining capital to better reflect actual costs required to sustain mining operations. Prior periods have been restated in the table below to reflect this change. Idaho Strategic calculates sustaining capital by including depreciation and amortization as an estimate of property, plant, and equipment wear and tear necessary to maintain production capacity, plus Golden Chest capitalized development costs, net of current period amortization, to reflect expenses for sustaining mine access and gold production.
December 31,
Less non-gold exploration and stock-based compensation (2,659,417 ) (324,333 )
Less stock-based compensation and other non-cash items (769,124 ) (20,058 )
Financial Condition and Liquidity
For the Years Ended December 31,
The Company has retained earnings of approximately $8.3 million at December 31, 2025 and earned a consolidated net profit in 2025 of $16,631,198. The Company’s working capital at December 31, 2025 is $47,669,136. The Company is currently producing from underground at the Golden Chest. During 2025, production generated positive cash flow from operations of $19,101,691 compared to a positive cash flow from operations of $10,840,886 in 2024. Planned production for the next 18 months indicates a positive cash flow from operations will continue as underground mining of the H-Vein and Jumbo vein remains the primary source of ore feed for the mill. In prior years, the Company has been successful in raising required funds for ongoing operations from sale of its common stock or borrowing. Management believes it can meet its contractual obligations with continuing cash flows from operations, existing cash, and potential financings for the next 18 months.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required for smaller reporting companies.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the board of directors of Idaho Strategic Resources, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Idaho Strategic Resources, Inc. (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, changes in stockholders’ equity and cash flows for each of the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as ofDecember 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
We have served as the Company's independent auditor since 2003.
Assure CPA, LLC
Spokane, Washington
March 23, 2026
PCAOB Firm ID: 444
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Idaho Strategic Resources, Inc.
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Notes to Consolidated Financial Statements 49-61
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ASSETS
Current assets:
Investment in equity securities 4,129,521 -
Investment in mutual funds 3,957,497 -
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Deferred income tax liability 91,700 -
Commitments and Contingencies (Note 5 and 12) - -
Stockholders’ equity:
The accompanying notes are an integral part of these consolidated financial statements.
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Cost of sales:
Other operating expenses:
Other (income) expense:
Equity income on investment in Buckskin Gold and Silver, Inc. (3,646 ) (2,667 )
(Gain) loss on investment in equity securities and mutual funds (110,092 ) 453
Dividend income (50,881 ) -
Net loss attributable to non-controlling interest (84,476 ) (83,308 )
Net income per common share-basic $ 1.15 $ 0.68
Net income per common share-diluted $ 1.14 $ 0.67
The accompanying notes are an integral part of these consolidated financial statements.
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Issuance of common stock for cashless stock options exercised 161,854 - - - -
Issuance of common stock for cashless stock options exercised 67,142 - - - -
The accompanying notes are an integral part of these consolidated financial statements.
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Cash flows from operating activities:
Accretion of asset retirement obligation 20,042 18,761
Loss on investment in equity securities - 453
Equity income on investment in Buckskin Gold and Silver, Inc. (3,646 ) (2,667 )
Write down of reclamation bond - 300
Stock-based compensation 1,505,244 -
Amortization of discount on US treasury notes 37,197 2,080
Deferred tax expense 91,700 -
Change in operating assets and liabilities:
Joint venture receivable (9,868 ) (812 )
Accrued payroll and related payroll expenses (154,878 ) 297,420
Cash flows from investing activities:
Purchase of mineral property (300,000 ) -
Refund of reclamation bonds - 6,900
Proceeds from sale of investment in equity securities - 5,196
Purchase of equity securities (4,026,781 ) -
Purchase of mutual funds (3,950,145 ) -
Cash flows from financing activities:
Proceeds from sale of common stock, net of issuance costs 52,027,149 9,120,521
Proceeds from issuance of common stock for warrants exercised - 1,695,047
Contributions from non-controlling interest 28,733 28,760
Supplemental disclosure of cash flow information:
Non-cash investing and financing activities:
Note payable for mineral property - 650,000
Note payable assumed by 3rd party 792,779 -
Principal payments on notes payable paid by 3rd party 71,373 -
The accompanying notes are an integral part of these consolidated financial statements.
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Idaho Strategic Resources, Inc.
Notes to Consolidated Financial Statements
1. Description of Business
Idaho Strategic was incorporated as an Idaho corporation on July 18, 1996. The Company’s primary business is exploring for, developing, and extracting gold, and to a lesser extent, silver, and base metal mineral resources in the greater Coeur d’Alene Mining District of North Idaho. From an operational perspective, the Company produces gold at the Golden Chest Mine located in the Murray Gold Belt area of the world-class Coeur d’Alene Mining District, north of the prolific Silver Valley. Following its consolidation of the Murray Gold Belt for the first time in over 100-years, the Company has the largest private land position in the area.
In addition to gold and gold production, the Company maintains an important strategic presence in the U.S. Critical Minerals sector, specifically focused on the more “at-risk” rare earth elements “(REE”)’s. Its business strategy is to grow its asset base and mineral production over time while advancing its REE projects. The Company’s Mineral Hill and Diamond Creek REE properties are included the U.S. national REE inventory as listed in United States Geological Survey (“USGS”), Idaho Geological Survey (“ IGS”), and Department of Energy (“DOE”) publications. Both projects are located near Salmon, Idaho.
2. Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its majority-owned subsidiary, the New Jersey Mill JV (“NJMJV”). Intercompany accounts and transactions are eliminated. The portion of NJMJV partially owned by another investor is presented as non-controlling interest on the consolidated balance sheets, statements of operations, and statement of changes in stockholders’ equity.
Accounting for Investments in Joint Ventures (“JVs”) and Equity Method Investments
Investment in JVs
For JVs where the Company holds more than 50% of the voting interest and has significant influence, the JV is consolidated with the presentation of non-controlling interest. In determining whether significant influence exists, the Company considers its participation in policy-making decisions and its representation on the venture’s management committee.
For JVs in which the Company does not have joint control or significant influence, the cost method is used. For those JVs in which there is joint control between the parties, the equity method is utilized whereby the Company’s share of the ventures’ earnings and losses is included in the statement of operations as earnings in JVs and its investments therein are adjusted by a similar amount. The Company periodically assesses its investments in JVs for impairment. If management determines that a decline in fair value is other than temporary it will write-down the investment and charge the impairment against operations.
Equity Method Investments
Investments in companies and JVs in which the Company exercises significant influence, but do not control, are accounted for under the equity method of accounting. In determining whether significant influence exists, the Company considers its participation in policy-making decisions and representation on governing bodies. Under the equity method of accounting, the Company’s share of the net earnings or losses of the investee are included in net income (loss) in the consolidated statements of operations. Upon investment, the Company assesses whether a step up in basis of the investee’s net assets has occurred and, if so, adjust its share of net earnings or losses by related depreciation and amortization expense. The Company evaluates equity method investments whenever events or changes in circumstance indicate the carrying amounts of such investments may be impaired. If a decline in the value of an equity method investment is determined to be other than temporary, a loss is recorded in earnings in the current period. As changes in ownership percentage of the Company’s investments occur, the Company assesses whether we can exercise significant influence and account for under the equity method. If the Company’s ownership percentage of the company or venture in which it has an investment changes, a gain or loss on the investment is recognized in the period of change. At December 31, 2025, the Company's 37% common stock holding of Buckskin Gold and Silver, Inc. (“Buckskin”) is accounted for using the equity method (Note 9).
At December 31, 2025 and 2024, the Company’s percentage ownership and method of accounting for each JV and equity method investment is as follows:
NJMJV 65% Yes Consolidated 65% Yes Consolidated
Butte Highlands JV 50% No Cost 50% No Cost
Buckskin 37% Yes Equity Method 37% Yes Equity Method
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Idaho Strategic Resources, Inc.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (continued)
Non-controlling Interest
Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Company’s stockholders’ equity and its net income (loss). Non-controlling interests represent non-controlling investor’s initial contribution at the date of the original acquisition, ongoing contributions, and percentage share of earnings and losses since inception.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the US requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes for items such as mineral reserves, depreciation lives and methods, potential impairment of long-lived assets and equity method investments, deferred income taxes, settlement pricing of gold sales, fair value of stock based compensation, estimation of asset retirement obligations and reclamation liabilities. Estimates are based on experience and various other assumptions that the Company believes are reasonable. Actual results may differ from those estimates.
Revenue Recognition
Gold Revenue Recognition and Receivables:Sales of gold sold directly to customers are recorded as revenues and receivables upon completion of the performance obligations and transfer of control of the product to the customer. For concentrate sales, the performance obligation is met, the transaction price can be reasonably estimated, and revenue is recognized generally at the time of shipment at estimated forward prices for the anticipated month of settlement. The embedded derivative contained in our concentrate sales is adjusted to fair value through earnings each period prior to final settlement. Due to the time elapsed from shipment to the customer and the final settlement with the customer, prices at which sales of our concentrates will be settled are estimated. Previously recorded sales and accounts receivable are adjusted to estimated settlement metals prices until final settlement by the customer. For sales of doré and metals from doré, the performance obligation is met, the transaction price is known, and revenue is recognized at the time of transfer of control of the agreed-upon metal quantities to the customer by the refiner.
Sales and accounts receivable for concentrate shipments are recorded net of charges by the customer for treatment, refining, smelting losses, and other charges negotiated with the customers. Charges are estimated upon shipment of concentrates based on contractual terms, and actual charges typically do not vary materially from estimates. Costs charged by customers include fixed costs per ton of concentrate and price escalators. Refining, selling, and shipping costs related to sales of doré and metals from doré are recorded to cost of sales as incurred. See Note 13 for more information on the sales of products.
Other Revenue Recognition:Revenue from harvest of raw timber is recognized when the performance obligation under a contract and transfer of control have both been completed. Sales of timber found on the Company’s mineral properties are not a part of normal operations.
Inventories
Inventories include concentrate inventory and supplies inventory. Concentrate inventory is valued at the lower of full cost of production or estimated net realizable value based on current metal prices. Costs consist of mining, transportation, royalties, and milling costs including applicable overhead, depreciation, depletion, and amortization relating to the operations. Costs are allocated based on the stage at which the ore is in the production process. Supplies inventory is stated at the lower of first-in, first-out weighted average cost or estimated net realizable value.
Income Taxes
Income taxes are recognized in accordance with Accounting Standards Codification 740 Income Taxes, whereby deferred income tax liabilities or assets at the end of each period are determined using the tax rate expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of these deferred tax assets will not be realized. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense.
Uncertain tax positions are evaluated in a two-step process, whereby (i) it is determined whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the related tax authority would be recognized.
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Idaho Strategic Resources, Inc.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (continued)
Fair Value Measurements
When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date. At December 31, 2025, the Company’s investments in equity securities and mutual funds as well as its gold receivable were measured at fair value. At December 31, 2024, only the Company’s gold sales receivable was measured at fair value. Due to the time elapsed from shipment to the customer and the final settlement with the customer, management must estimate the prices at which sales of gold concentrates will be settled. Previously recorded sales and accounts receivable are adjusted to estimated settlement metals prices until final settlement by the customer. See Note 13 for further information.
Financial Instruments
The carrying amounts of financial instruments including cash and cash equivalents, reclamation bond, equity method investments, investments in US treasury notes, and notes payable approximate their fair values.
Net Income (Loss) Per Share
Net income (loss) per share is computed by dividing net income (loss) attributable to the Company excluding net income (loss) attributable to a non-controlling interest by the weighted average number of common shares outstanding during the year. Diluted net income (loss) per share reflects the potential dilution that could occur from common shares issuable through stock options, warrants, and other convertible securities. For the years ended December 31, 2025, and 2024, such common stock equivalents are included in the calculation of diluted net income per share for each period as follows:
Effect of dilutive potential common shares from stock options 212,150 118,400
Effect of dilutive potential common shares from warrants - 52,421
Net income per share-basic $ 1.15 $ 0.68
Net income per share-diluted $ 1.14 $ 0.67
Cash and Cash Equivalents
The Company considers cash in banks and other deposits with an original maturity of three months or less when purchased to be cash and cash equivalents. These deposit balances may at times exceed federally insured limits. No losses have been recognized because of these balances.
Property, Plant and Equipment
Property, plant, and equipment are stated at cost. Depreciation and amortization are based on the estimated useful lives of the assets and are computed using straight-line or units-of-production methods. The expected useful lives of most of the Company’s buildings are up to 50 years and equipment life expectancy ranges between 2 and 10 years. When assets are retired or sold, the costs and related allowances for depreciation and amortization are eliminated from the accounts and any resulting gain or loss is reflected in operations.
Mineral Properties
Significant payments related to the acquisition of mineral properties, mineral rights, and mineral leases are capitalized. If a commercially mineable ore body is discovered, such costs are amortized when production begins using the units-of-production method based on estimated reserves. If no commercially mineable ore body is discovered, or such rights are otherwise determined to have no value, such costs are expensed in the period in which it is determined the property has no future economic value.
Consideration received by the Company pursuant to joint ventures or mineral interest agreements is applied against the carrying value of the related mineral interest. When and if payments received exceed the carrying value, the excess amount is recognized as a gain in the consolidated statement of operations in the period the consideration is received.
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Idaho Strategic Resources, Inc.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (continued)
Interest Capitalization
When capital projects are funded within the reporting period for which cash is paid which could have been used for debt reduction an amount equal to a weighted average interest rate of qualifying outstanding debt of the capital project expenditure in interest expense is capitalized.
Mine Exploration and Development Costs
The Company expenses exploration costs as such in the period they occur. The exploration stage occurs up until the point ore reserves are identified. The pre-development stage begins once the Company identifies ore reserves which is based on a determination whether an ore body can be economically developed. Expenditures incurred during the pre-development stage are capitalized as deferred development costs and include such costs for drifts, ramps, and infrastructure. Costs to improve, alter, or rehabilitate primary development assets which appreciably extend the life, increase capacity, or improve the efficiency or safety of such assets are also capitalized. The pre-development stage ends when the production stage of ore reserves begins, thus entering the secondary development stage.
Drilling, and related costs are either classified as exploration, pre-development or secondary development, as defined above, and charged to operations as incurred, or capitalized, based on the following criteria:
If all of these criteria are met, drilling, development and related costs are capitalized. Drilling and development costs not meeting all of these criteria are expensed as incurred. The following factors are considered in determining whether or not the criteria listed above have been met, and capitalization of drilling and development costs is appropriate:
Amortization of development costs is calculated using the units-of-production method over the expected life as per the Financial Accounting Standards Board (“FASB”). This includes the cost to define proven and probable reserves and measured and indicated resources accessible via the Main Access Ramp (“MAR”). Inferred resources are excluded to reduce uncertainty, and therefore, the volumes are risk-adjusted. Assumptions are regularly evaluated, with material deviations disclosed to ensure a systematic and rational cost allocation.
Claim Fees
Unpatented claim fees paid at time of staking are expensed when incurred. Recurring renewal fees which are paid annually are recorded as other current assets and expensed over the course of the year.
Reclassifications
Certain reclassifications have been made to conform the amounts presented in the December 31, 2024 financial statements to the current presentation. These reclassifications have no effect on the results of operations, stockholders’ equity and cash flows as previously reported.
Impairment of Long-Lived Assets
The Company evaluates the carrying amounts of its long-lived assets for impairment whenever events and circumstances indicate the carrying value may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. If such events and circumstances exist, estimated undiscounted future net cash flows from each long-lived asset is calculated using estimated future production, three-year average metals prices, operating capital and costs, and reclamations costs. If the carrying value exceeds the undiscounted future net cash flows, estimated discounted future net cash flow is calculated. An impairment loss is recognized when the estimated discounted future cash flows expected to result from the use of an asset are less than the carrying amount of the specific asset group. The Company’s estimates of future cash flows are subject to risks and uncertainties. It is reasonably possible that changes in estimates could occur which may affect the expected recoverability of the Company’s long-lived assets.
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Idaho Strategic Resources, Inc.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (continued)
Asset Retirement Obligations and Remediation Costs
Mineral properties are subject to standards for mine reclamation that have been established by various governmental agencies. Asset retirement obligations are related to the retirement of the mine when a contractual obligation has been established, and a reasonable estimate of fair value can be determined. These obligations are initially measured at fair valuewith the resulting cost recognized at the present value of estimated reclamation costs. The liability is accreted, and the asset amortized over the life of the related asset. Adjustments are made for changes resulting from either the timing or amount of the original estimate underlying the obligation. Separate from asset retirement obligations, the Company records liability for remediation costs when a reasonable estimate of fair value can be determined. Accrued remediation costs are not discounted.
Reclamation Bonds
Various laws and permits require that financial assurances be in place for certain environmental and reclamation obligations and other potential liabilities. In 2024, the Company deposited $5,000 in additional bonds for a mineral lease and received $6,900 of the remaining $7,200 on the Diamond Creek drilling bond from 2022. The final $300 for this bond was written off as an exploration expense during that year. The balance at December 31, 2024 was $249,110. In 2025, the Company deposited $106,110 in additional bonds for drilling and for a mineral lease. The balance at December 31, 2025 is $355,220.
Stock-Based Compensation
All transactions in which goods or services are received for the issuance of shares of the Company’s common stock or options to purchase shares of common stock are measured at fair value of the equity interest issued. The fair value of common stock awards is determined based upon the closing price of the Company’s stock on the date of the award. The Company estimates the fair value of stock-based compensation of options using the Black-Scholes model, which requires the input of some subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them (“expected life”), the estimated volatility of the Company’s common stock price over the expected term (“volatility”), the risk-free interest rate and the dividend yield. Changes in the subjective assumptions can materially affect the estimate of the fair value of stock-based compensation. Any forfeitures of stock options are recognized as they occur. If stock options are granted on a vesting schedule, the stock-based compensation is expensed on a graded schedule based on the vesting period of each tranche of stock options.
Investments in Equity Securities or Mutual Funds
Investments in equity securities are generally measured at fair value, while investments in mutual funds are generally measured at net asset value (“NAV”). Unrealized gains and losses for equity securities or mutual funds resulting from changes in fair value or NAV, respectively, are recognized in current earnings. If an equity security or mutual fund does not have a readily determinable fair value or NAV, respectively, the Company may elect to measure the investment at its cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment in the same issuer. At the end of each reporting period, the Company reassesses whether an investment in equity security or mutual fund without a readily determinable fair value or NAV, respectively, qualifies to be measured at cost less impairment, considers whether impairment indicators exist to evaluate if an investment in an equity security or mutual fund is impaired and, if so, record an impairment loss. Upon sale of an equity security or mutual fund, the realized gain or loss is recognized in current earnings. Dividends received from investments in equity securities or mutual funds are recognized in current earning.
Investments in US Treasury Notes
The Company holds short- and long-term investments in US treasury notes and are classified as held to maturity based on management’s intent and ability to hold them to maturity. Such debt securities are accounted for at cost on the acquisition date, adjusted for unamortized purchase premiums and discounts and are amortized using the effective interest method over the stated terms of the securities. Amortization of the premium or discount is included in interest income on the consolidated statement of operations. Interest income is recognized when earned.
Segment Reporting
The Company operates as a single operating segment. All financial information is presented on a consolidated basis and reviewed by the Company’s Chief Executive Officer as the Chief Operating Decision Maker (“CODM”). The CODM uses consolidated net income, as presented in the consolidated statement of operations, to assess segment performance and allocate resources. The measure of segment assets is reported on the balance sheet as total consolidated assets.
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Idaho Strategic Resources, Inc.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (continued)
Recent Accounting Pronouncements
Accounting Standards Updates Adopted
In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures, amending income tax disclosure requirements for the effective tax rate reconciliation and income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024 and are applied prospectively. Early adoption and retrospective application of the amendments are permitted. As the amendments apply to income tax disclosures only, the Company does not expect adoption to have a material impact on its consolidated financial statements and disclosures. The Company retrospectively adopted the amended tax disclosures in its financial statements for the year ended December 31, 2025.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. The new disclosure requirements are effective for the Company's annual periods for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating the ASU to determine its impact on the consolidated financial statements and disclosures.
Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
3. Inventories
At December 31, 2025 and 2024, inventories consisted of the following:
Total concentrate inventory (finished goods) $ 300,534 $ 334,033
Supplies inventory
4. Property, Plant and Equipment
Property, plant and equipment at December 31, 2025 and 2024 consisted of the following:
For the years ended December 31, 2025 and 2024, depreciation expense for property, plant, and equipment was as follows:
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Idaho Strategic Resources, Inc.
Notes to Consolidated Financial Statements
5. Mineral Properties
Mineral properties at December 31, 2025 and 2024 are as follows:
Golden Chest
During 2025, the Company purchased the Little Baldy property adjacent to the Golden Chest Mine for $300,000.
For the years ended December 31, 2025 and 2024, amortization expense for mineral properties was as follows:
For the years ended December 31, 2025 and 2024, interest expense was capitalized in association with infrastructure at the Golden Chest Mine as follows:
Golden Chest
The Golden Chest is an underground mine project currently producing for the Company located near Murray, Idaho consisting of 34 patented claims (449 acres) and 217 unpatented claims (4,300 acres). A 2% NSR is payable on production at certain portions of the Golden Chest to a former joint venture partner. Royalty expense of $812,456 and $510,186 was recognized as costs of sales and other direct production costs in the years ended December 31, 2025, and 2024, respectively. The greater Murray Area property package includes an additional 84 patented claims (1,510 acres) and 744 unpatented claims (14,880 acres) which is incorporated in the Golden Chest total.
New Jersey
The Coleman property is located at the New Jersey Mine area of interest and consists of 62 acres of patented mining claims, mineral rights to 108 acres of fee land, 80 acres of land for which the Company owns the surface but not the mineral rights, and approximately 130 acres of unpatented mining claims.
McKinley-Monarch
The McKinley-Monarch project is located near the town of Lucille, Idaho. The project consists of 28 unpatented claims totaling 560 acres. The Company started exploring the property in 2013.
Potosi
In 2018, the Company purchased the Potosi property near the Golden Chest. This property consists of 71 acres of patented mining claims.
Park Copper/Gold
In August 2021, the Company paid $78,000 in cash for 91 acres of patented mineral property in Shoshone County referred to as Park Copper/Gold.
Eastern Star
In 2014 the Company purchased the Eastern Star property near Elk City, Idaho for $250,817. This property consists of 11 patented claims (220 acres) and 71 unpatented claims (1,420 acres).
Oxford
In 2024, the Company purchased unpatented mineral claims for $40,000. The greater Oxford property consists of 26 unpatented claims (537 acres) as well as a state mineral lease on 2,500 acres in Clearwater County, Idaho.
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Idaho Strategic Resources, Inc.
Notes to Consolidated Financial Statements
6. Notes Payable
At December 31, 2025 and 2024, notes payable are as follows:
All notes are collateralized by the property or equipment purchased in connection with each note. Future principal payments of notes payable at December 31, 2025 are as follows:
7. Asset Retirement Obligations
The Company has established asset retirement obligations associated with the ultimate closing of its mineral properties where there has been or currently is operations. Obligations were established for the New Jersey Mill in 2014 and the Golden Chest in 2016. Activity for the years ended December 31, 2025 and 2024 is as follows:
8. Joint Venture Arrangements
NJMJV Agreement
In January 2011, the Company and Crescent Silver, LLC (“Crescent”) (formerly United Mine Services, Inc.) entered into a JV agreement relating to the New Jersey Mill. To earn a 35 percent interest in the JV, Crescent provided $3.2 million in funding to expand the processing plant to 15 tonnes/hr. The Company is the operator of the JV and charges operating costs to Crescent for milling its ore up to 7,000 tonnes/month, retain a milling capacity of 3,000 tonnes/month, and as the operator of the JV, receive a fee of $2.50/tonne milled. No ore has been milled for Crescent since 2013. As of December 31, 2025 and 2024, an account receivable existed with the NJMJV from Crescent for $12,760 and $2,892, respectively.
Butte Highlands JV
On January 29, 2016, the Company purchased a 50% interest in Butte Highlands JV, LLC (“BHJV”) for a total consideration of $435,000. Highland Mining, LLC (“Highland”) is the other 50% owner and manager of the JV. Under the operating agreement, Highland will fund all future project exploration and mine development costs. The Agreement stipulates that Highland is manager of the JV and will manage BHJV until such time as all mine development costs, less $2 million are distributed to Highland out of the proceeds from future mine production. The Company has determined that because it does not currently have significant influence over the JV’s activities and accounts, it will continue to account for its investment on a cost basis.
9. Investment in Buckskin
In August 2021, the Company exchanged 45,940 shares of the Company’s common stock for 22% of Buckskin. The Company’s closing share price on the date of the agreement (August 18, 2021) was recorded as the cost basis for the investment. In October 2021 the Company exchanged an additional 30,358 shares of the Company’s common stock for an additional 15% of Buckskin. The Company’s closing share price on the date of the exchange (October 15, 2021) was recorded as the cost basis for the investment addition. This investment in Buckskin is being accounted for using the equity method and resulted in recognition of equity income on the investment of $3,646 and $2,667 during the years ended December 31, 2025 and 2024, respectively. The Company makes an annual payment of $12,000 to Buckskin per a lease covering 218 acres of patented mining claims. As of December 31, 2025 and 2024, the Company held 37% of Buckskin’s outstanding shares.
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Idaho Strategic Resources, Inc.
Notes to Consolidated Financial Statements
10. Income Taxes
In the year ended December 31, 2025, the Company recognized a provision for income taxes in the amount of $426,100. The Company did not recognize a provision or (benefit) for income taxes for the year ended December 31, 2024, but the minimum Idaho state tax was paid.
The components of the 2025 tax provision are as follows:
Current
Total current income tax provision 334,400
Deferred
Total deferred income tax provision 91,700
Total income tax provision $ 426,100
The significant components of net deferred tax assets at December 31, 2025 and 2024 were as follows:
Deferred tax assets
Deferred tax liabilities
Asset retirement obligation - -
Net deferred tax assets (liabilities) $ (91,700 ) $ -
At December 31, 2025, the Company had net deferred tax assets principally arising from the net operating loss carryforward for income tax purposes. There is no valuation allowance necessary as the Company has a net deferred tax liability at December 31, 2025.
At December 31, 2024, the Company had net deferred tax assets principally arising from the net operating loss carryforward for income tax purposes. As management of the Company could not determine that it was more likely than not that the Company would realize the benefit of the deferred tax assets, a valuation allowance equal to 100% of the net deferred tax asset existed at December 31, 2024.
At December 31, 2025, the Company had net operating loss carry forwards of approximately $5,525,295 for federal purposes, none of which will expire, but utilization is limited to 80% of taxable income in any future year. At December 31, 2025, the Company did not have any net operating loss carry forwards for state purposes.
The income tax provision (benefit) for the years ended December 31, 2025 and 2024 differ from the statutory rate of 21% as follows:
Change in state tax rate (31,100 ) (0.18%) - -
Total provision (benefit) $ 426,100 2.50 % $ - -
The Company is open to examination of its income tax filings in the United States and state jurisdictions for the 2023 through 2025 tax years. Tax attributes from years prior to that can be adjusted as a result of examinations. In the event that the Company is assessed penalties and or interest, penalties will be charged to other operating expense and interest will be charged to interest expense. The Company has reviewed its tax positions and believes it has not taken a position that would not be sustained under examination. During the years ended December 31, 2025 and 2024, there were no material uncertain tax positions taken by the Company.
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Idaho Strategic Resources, Inc.
Notes to Consolidated Financial Statements
11. Equity
The Company has authorized 200,000,000 shares of no-par common stock at December 31, 2025 and 2024. In addition, the Company has authorized 1,000,000 shares of no-par preferred stock, none of which had been issued at December 31, 2025 or 2024.
Stock Purchase Warrants Outstanding
Transactions in common stock purchase warrants for the years ended December 31, 2025 and 2024 are as follows:
Number of Warrants Exercise Prices
Stock Options
In May 2023, the 2023 Equity Incentive Compensation Plan was voted on, and approved, by the shareholders of the Company. This plan allows for the issuance of up to 1,225,600 shares of the Company’s common stock in the form of stock options (which may be incentive stock options or nonqualified stock options) or other stock-based awards, such as stock appreciation rights, restricted stock, restricted stock units and performance shares.
On January 15, 2025, the Company granted 400,000 stock options to employees with an exercise price of $11.50. These options expire on January 17, 2028, and vest equally on June 30, 2025, December 31, 2025, June 30, 2026 and December 31, 2026. The stock-based compensation expense for these options in the current year was $1,505,244. The fair value of stock option awards granted, and the key assumptions used in the Black-Scholes valuation model to calculate the fair value of the options was as follow:
Exercise price $ 11.50
Expected term (in years) 3.0
Risk-free rate 4.34 %
Volatility 64.2 %
Transactions in stock options for the years ended December 31, 2025 and 2024 are as follows:
Number of Options WeightedAverageExercise Prices
At December 31, 2025, the outstanding stock options have an intrinsic value of approximately $9,486,000 ($387,880 in 2024) and have a weighted average remaining term of 2.04 years (0.69 in 2024). The intrinsic value of stock options exercised for cash in the year ended December 31, 2025 was $620,580 ($263,516 in 2024). Cashless options exercised in the year ended December 31, 2025 had an intrinsic value of $1,454,148 ($1,958,047 in 2024). Future stock-based compensation expense will be $138,641 for each of the first and second quarters of 2026, and $59,418 for each of the third and fourth quarters of 2026.
12. Related Party Transactions
The Company leases office locations from certain related parties on a month-to-month basis. These related parties are NP Depot, LLC, a company owned by John Swallow, the Company’s president, and Mine Systems Design, a company partially owned by Grant Brackebusch, one of the Company’s vice presidents. Payments under these month-to-month lease arrangements totaled $30,752 and $30,684 for the years ended December 31, 2025 and 2024, respectively, and are included in general and administrative expenses on the consolidated statement of operations.
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Idaho Strategic Resources, Inc.
Notes to Consolidated Financial Statements
13. Sales of Products
The Company’s products consist of both gold flotation concentrates which in 2025 and 2024 were sold to a broker, H&H Metals Corp. (“H&H”), and an unrefined gold-silver product known as doré which is sold to a precious metal refinery. Revenue is recognized upon the completion of the performance obligations and transfer of control of the product to the customer, and the transaction price can be determined or reasonably estimated.
For gold flotation concentrate sales, the performance obligation is met when the transaction price can be reasonably estimated, and revenue is recognized generally at the time when risk is transferred to H&H based on contractual terms. Based on contractual terms, the Company has determined the performance obligation is met and title is transferred to H&H when the Company receives its first provisional payment on the concentrate because, at that time, 1) legal title is transferred to the customer, 2) the customer has accepted the concentrate lot and obtained the ability to realize all of the benefits from the product, 3) the concentrate content specifications are known, have been communicated to H&H, and H&H has the significant risks and rewards of ownership to it, 4) it is very unlikely a concentrate will be rejected by H&H upon physical receipt, and 5) the Company has the right to payment for the concentrate. Concentrates lots that have been sold are held at the New Jersey Mill for up to 30 days, until H&H provides shipping instructions.
The Company’s concentrate sales sometimes involve variable consideration, as they can be subject to changes in metals prices between the time of shipment and their final settlement. However, the Company can reasonably estimate the transaction price for the concentrate sales at the time of shipment using forward prices for the estimated month of settlement, and previously recorded sales and accounts receivable are adjusted to estimated settlement metals prices until final settlement for financial reporting purposes. The embedded derivative contained in concentrate sales is adjusted to fair value through earnings each period prior to final settlement. It is unlikely a significant reversal of revenue for any one concentrate lot will occur. As such, the Company uses the expected value method to price the concentrate until the final settlement date occurs, at which time the final transaction price is known. At December 31, 2025, metals that had been sold but not final settled included 6,103 ounces of gold of which 5,089 ounces were sold at a predetermined price with the remaining 1,014 ounces exposed to future price changes until prices are locked in based on the month of settlement. The Company has received provisional payments on the sale of these ounces with the remaining amount due reflected in gold sales receivable.
Sales and accounts receivable for concentrate shipments are recorded net of charges for treatment and other charges negotiated by us with H&H, which represent components of the transaction price. Charges are estimated by the Company upon transfer of risk of the concentrates based on contractual terms, and actual charges typically do not vary materially from estimates. Costs charged by the customer include fixed treatment, refining and costs per ton of concentrate and may include penalty charges for lead and zinc content above a negotiated baseline as well as excessive moisture.
For sales of doré and of metals from doré, the performance obligation is met, the transaction price is known, and revenue is recognized at the time of transfer of control of the agreed-upon metal quantities to the customer.
Sales of products by metal for the years ended December 31, 2025 and 2024 were as follows:
Sales by significant product type for the years ended December 31, 2025 and 2024 were as follows:
In 2025, flotation concentrates sold to H&H accounted for 98% (99% in 2024) of all gold sales. The remaining 2% (1% in 2024) was doré sold to a third party. At December 31, 2025 and 2024, the Company’s gold sales receivable balance related to contracts with customers of $3,912,922 and $1,578,694, respectively, consist only of amounts due from H&H. There is no allowance for doubtful accounts. The Company has determined its contracts do not include a significant financing component. For doré sales, payment is received at the time the performance obligation is satisfied. Consideration for concentrate sales is variable, and payment is received for a significant portion of the estimated value of concentrate parcels at the time the performance obligation is satisfied.
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Idaho Strategic Resources, Inc.
Notes to Consolidated Financial Statements
14. Investments in US Treasury Notes
The table below provides the components of investments in US treasury notes held to maturity at amortized cost and fair value at December 31, 2025 and 2024.
Amortized Cost GrossUnrealizedgains GrossUnrealizedlosses Fair value
Fair value of investments in US treasury notes is determined using Level 1 inputs.
The maturity dates for the US treasury notes as of December 31, 2025 are as follows:
Maturity Amortized Cost
15. Investments in Equity Securities and Mutual Funds
The table below provides the components of investments in equity securities and mutual funds at cost and fair value (equity securities) or NAV (mutual funds) at December 31, 2025 and 2024.
Equity securities $ - $ - $ - $ - $ -
Mutual funds $ - $ - $ - $ - $ -
Total $ - $ - $ - $ - $ -
Fair value of investments in equity securities is determined using Level 1 inputs.
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Idaho Strategic Resources, Inc.
Notes to Consolidated Financial Statements
16. Subsequent Events
Subsequent to December 31, 2025:
· Issued 36,976 shares of common stock for net proceeds of $1,778,817.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure of Controls and Procedures
At the end of the period covered by this Annual Report on Form 10-K, the Company’s President, who serves as Chief Executive Officer, and the Company’s Vice President, who serves as Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon that evaluation, it was concluded that the Company’s disclosure controls were effective as of the end of the period covered by this report, to ensure that: (i) information required to be disclosed by the Company in the reports that it files under the Exchange Act is recorded, processed, summarized, and reported within required time periods specified by the SEC rules and forms, and (ii) material information required to be disclosed in reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s President and Vice President, as appropriate, to allow for accurate and timely decision regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
The management of Idaho Strategic is responsible for establishing and maintaining adequate internal control over financial reporting. This internal control system has been designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of the Company’s published financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
The management of Idaho Strategic has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. To make this assessment, the Company used the criteria for effective internal control over financial reporting described in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on management’s assessment, it is believed that, as of December 31, 2025, the Company’s internal control over financial reporting is effective.
Changes in Internal Control over Financial Reporting
There was no material change in internal control over financial reporting (as defined in Rule 15d-15(f) under the Exchange Act) that occurred during the Company’s most recent quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Name & Address Age Position Term
Directors are elected by shareholders at each annual shareholders meeting to hold office until the next annual meeting of shareholders or until their respective successors are elected and qualified.
Executive Officers and Key Employees
John Swallow was named CEO and President on January 10, 2017. Prior to being named as CEO, Mr. Swallow was appointed as the President and a Director of the Company on August 29, 2013. Mr. Swallow resigned as president in December 2014, and subsequently reappointed as President on May 5, 2015, following the resignation of Mr. Highsmith. Following Mr. Steiner’s resignation on July 11, 2019, Mr. Swallow became the Chairman of the Board. Mr. Swallow holds a B.S. in Finance from Arizona State University. Mr. Swallow was the Vice President of Timberline Drilling, Inc. from November 2011 until accepting the role of President with the Company. From September 2009, until November 2011, Mr. Swallow was self-employed. From January 2006 until September 2009, he served as chairman of Timberline Resources Corporation. He brings wide-ranging experience from within the local mineral exploration industry as well as extensive knowledge of the junior equity markets. Mr. Swallow’s extensive experience in the drilling industry, his previous roles as a Chairman of a Board and as a Vice President of a corporation qualify him to sit on the Board of the Company.
Grant Brackebusch, P.E. has served as the Vice President and a Director of the Company since 1996. He holds a B.S. in Mining Engineering from the University of Idaho. He is registered in Idaho as a Professional Engineer. He has worked for Idaho Strategic since 1996 and worked for Newmont previously. Currently, he supervises the mining operation at the Golden Chest including the operation of the New Jersey Mill. He has experience with permitting, exploration, open pit, and underground mining as well as mineral processing. Mr. Brackebusch’s extensive mining background, knowledge of the Company’s daily operations, and industry expertise qualifies him to sit on the Board of the Company.
Kevin Shiell has more than 30 years of operating and management experience in the mining and mineral processing industries. Mr. Shiell has held executive leadership positions at several public and private mining companies, including General Manager and Vice President of Mine Operations at Stillwater Mining Company, Chief Operating Officer at MGM Gold, various mine supervisory positions at Hecla Mining Company (“Hecla”), President and Director at Gold Road Mining Corporation, and VP of Operations-Idaho for Americas Gold and Silver. Currently Mr. Shiell is Mine Operations Manager at I-80 Gold Corp’s Ruby Hill Complex, and serves as an Independent Director at Idaho Strategic Resources, Inc.
Richard Beaven joined the Idaho Strategic Board on January 12, 2022. Mr. Beaven is Lead Portfolio Manager and Principal at Signia Capital Management (“Signia”). Signia is a small-cap value asset manager with a largely institutional (pension fund) client base. Prior to co-founding Signia in 2002, Rich was the Assistant Director of Research and a Portfolio Manager for a $2B Pacific Northwest asset management firm. With blue-collar roots, Rich went on to get a BA in business administration from the University of Kentucky and an MBA from Gonzaga University. In addition, he is a Chartered Financial Analyst (“CFA”) charter holder and has served as President of the CFA Society of Spokane.
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Carolyn Turner was elected to the Company’s Board of Directors in August 2023. Ms. Turner is currently the owner and principal of Graham Peak Consulting, LLC in Kingston, ID where she specializes in accounting and finance consulting in the mining and heavy construction industries. Prior to her time at Graham Peak Consulting, Ms. Turner spent over 30 years in the mining industry with companies such as Silver Valley Resources (“ASARCO”), Coeur Mining, and Hecla Mining Corp. Ms. Turner’s experience includes mine operations, metals marketing, project development and financing. She previously served as the Treasurer for both Hecla and Coeur Mining where her roles were centered around quarterly and annual budgeting, rolling monthly forecasting, economic modeling, mergers and acquisitions, as well as numerous treasury and audit functions. Ms. Turner’s educational background consists of a Bachelor of Science degree in Business Administration Accounting from Montana State University–Billings, followed by a Master of Business Administration from Regis University, Denver. Ms. Turner is a licensed Certified Public Accountant and has served numerous years as an elected trustee on the Kellogg Idaho Joint School District Board.
Robert Morgan has served as the Vice President Exploration of the Company since January 2018. Mr. Morgan has over 22 years of exploration experience, including 20 years focused on gold exploration, of which 12 years were in Northern Idaho and Montana. Mr. Morgan has worked for some of the world's leading gold exploration and mining companies including Newmont and ASARCO throughout the western United States, Alaska, and South America. He is practiced in designing, implementing, and managing large exploration programs for gold, silver, base metals and REEs. His technical work has included geologic mapping, logging of drill holes, compilation, and interpretation of multiple data sets for target identification. Mr. Morgan earned his Bachelor of Science degree in geology from California State University at Chico. He has an extensive environmental background with emphasis on wetlands and water management. Mr. Morgan is a registered Professional Geologist with the State of Idaho and Professional Land Surveyor registered with the State of Montana.
Monique Hayes was appointed Corporate Secretary in November 2016. She has over 10 years of investor relations corporate governance experience in the mining industry and over 10 years of communications and brand management experience. Prior to joining Idaho Strategic, Ms. Hayes worked for Hecla, Revett Mining Company and Sterling Mining. Her advertising and communications experience includes working for Publicis Dialog Direct and White Runkle Associates where she worked with national accounts including AT&T Wireless, Bell Atlantic and NordicTrack. Ms. Hayes attended City University where she studied business management, brand strategy and communications.
Legal Proceedings
No Director or Officer has been involved in any legal action involving the Company for the past five years.
Section 16(a) Beneficial Ownership Reporting Compliance
Under Section 16(a) of the Exchange Act, as amended, and the regulations thereunder, the Company’s Directors, Executive Officers and beneficial owners of more than 10% of any registered class of the Company’s equity securities are required to file reports of their ownership of the Company’s securities and any changes in that ownership with the SEC.
Based on the Company’s review of the Forms 3, 4 and 5 filed with the SEC and the copies of such forms received, and written representations from certain reporting persons, the Company believes that during fiscal year ended December 31, 2025, all filing requirements applicable to its officers, directors and greater than 10% percent beneficial owners were complied with.
Code of Ethics
The Company adopted a Code of Ethics at a Board of Directors meeting on December 9, 2003, that applies to the Company’s executive officers. The Company also adopted a Code of Ethics for all employees at the Board of Directors meeting on February 18, 2008, which is attached hereto as Exhibit 14.
Board Nomination Procedures
There have been no material changes to the procedures by which security holders may recommend nominees to the registrant’s Board of Directors.
Audit Committee
The Audit Committee is comprised of three independent directors, Richard Beaven, Kevin Shiell and Carolyn Turner, and was established in January 2022 by the Board to meet the listing requirements for the NYSE American and for the purpose of overseeing the accounting and financial reporting processes of the Company and audits of the financial statements of the Company. The Audit Committee recommends the appointment of independent public accountants to conduct audits of our financial statements, reviews with the accountants the plan and results of the auditing engagement, approves other professional services provided by the accountants and evaluates the independence of the accountants. The Audit Committee also reviews the scope and adequacy of our system of internal controls and procedures over financial reporting. Each member of the Audit Committee is independent, as independence for audit committee members is defined in the NYSE American listing standards and the applicable rules of the SEC. The Board has determined that Richard Beaven and Carolyn Turner are “audit committee financial experts” as defined by the rules of the SEC. The Audit Committee met four times during the fiscal year ended December 31, 2025.
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Insider Trading
The Company adopted an Insider Trading Policy on March 26, 2025, applicable to all directors, executive officers, employees, consultants, contractors, and their household members. The policy prohibits trading in the Company’s securities while in possession of material nonpublic information and establishes black-out periods and mandatory pre-clearance procedures for directors and executive officers. It also addresses the prohibition of hedging transactions, short sales, and margin accounts, and includes procedures related to trading windows and the use of Rule 10b5-1 trading plans.
In the fiscal year ended December 31, 2025, no director or officer of the Company adopted or terminated any contract, instruction, written plan, or Rule 10b5-1 trading arrangement for the purchase or sale of the Company’s securities.
A copy of the Company’s Insider Trading Policy is filed as Exhibit 19 to this Annual Report on Form 10-K, pursuant to Item 601(b)(19) of Regulation S-K.
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ITEM 11. EXECUTIVE COMPENSATION
Compensation of Officers
A summary of cash and other compensation for John Swallow, the Company’s President, CEO and Chairman of the Board, Grant Brackebusch, the Company’s CFO and Vice President, and Robert Morgan, the Company’s Vice President (together the “Named Executive Officers”), for the two most recent years is as follows:
Executive Officer Summary Compensation Table
(1) Salary includes fees earned as Directors.
The Company does not have a retirement plan for its executive officers and there is no agreement, plan or arrangement that provides for payments to executive officers in connection with resignation, retirement, termination, or a change in control of the Company.
Outstanding Equity Awards at Fiscal Year-end
As of December 31, 2025, 38,000 stock options were vested and outstanding, and 38,000 stock options were unvested and outstanding to directors Grant Brackebusch, John Swallow, Kevin Shiell, Richard Beaven, and Carolyn Turner.
Outstanding Equity Awards at Fiscal Year-end Table
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Director Compensation
Director Summary Compensation Table
No additional fees are paid for attendance at Board of Directors’ meetings, committee membership or committee chairmanship. On occasion, Directors are retained for consulting services unrelated to their duties as Directors. These consulting services are either paid in cash or with unregistered common stock according to the Company’s policy for share-based payment of services.
The Company does not have a retirement plan for its Directors and there is no agreement, plan or arrangement that provides for payments to Directors in connection with resignation, retirement, termination or a change in control of the Company.
Clawback Policy
The company maintains a Policy for the Recovery of Erroneously Awarded Compensation (“Clawback Policy”) applicable to executive compensation in the event of misconduct on the part of executive officer, including any such misconduct that results in a restatement of its financial statements. The Clawback Policy is filed as Exhibit 97.1 to this Form 10-K. There has been no required recovery of erroneously awarded compensation pursuant to the Clawback Policy to date.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth information as of March 1, 2026 regarding the shares of Company common stock beneficially owned by: (i) each person known by the Company to own beneficially more than 5% of the Company’s common stock; (ii) each Director of the Company; (iii) Named Executive Officers; and (iv) all Directors and the Named Executive Officers of the Company as a group. Except as noted below, each holder has sole voting and investment power with respect to the shares of the Company common stock listed as owned by that person or entity.
Security Ownership of Certain Beneficial Owners
Security Ownership of Management
(1) Based upon 15,806,301 outstanding shares of common stock, vested options to purchase 50,500 shares of common stock, and unvested options to purchase 200,000 shares of common stock at March 1, 2026.
a) From the Schedule 13G/A filed on 1/21/26 by the beneficial owner.
b) From the Schedule 13G filed on 2/9/26 by the beneficial owner.
c) From the Schedule 13G filed on 10/30/25 by the beneficial owner.
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None of the Directors or Officers has the right to acquire any additional securities pursuant to options, warrants, conversion privileges or other rights. No shares are pledged as security.
Securities Authorized for Issuance under Equity Plans
In April 2014, the Company established a stock option plan to authorize the granting of stock options to officers and employees. There are no longer any shares available to grant under this plan. In May 2023, a new equity incentive plan was voted on and approved by shareholders to authorize the granting of stock options (or similar equity awards) to officers and employees. The Company occasionally pays for goods or services with unregistered Common Stock and uses the average bid price of the stock, as quoted on the NYSE American, at the time to determine the number of shares to be issued.
Changes in Control
None.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Certain Relationships and Related Transactions
None, other than the short-term lease arrangements described in Note 12 to the Consolidated Financial Statements.
Director Independence
The Board of Directors has determined that John Swallow and Grant Brackebusch are not independent directors. Kevin Shiell, Richard Beaven, and Carolyn Turner are independent directors pursuant to rules governing companies listed on the NYSE American Exchange.
The independent directors Kevin Shiell, Richard Beaven, and Carolyn Turner each serve as the only three members of the Board of Directors’ nominating committee, compensation committee, and audit committee.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
The aggregate fees billed for professional services rendered by the Company’s principal accountant for the audit of the annual financial statements included in the Company’s annual report on Form 10-K for the fiscal years ended December 31, 2025 and December 31, 2024 and the review for the financial statements included in the Company’s quarterly reports on Form 10-Q during those fiscal years, were $87,790 and $83,000 respectively.
Audit Related Fees
The Company incurred no fees during the last two fiscal years for assurance and related services by the Company’s principal accountant that were reasonably related to the performance of the audit or review of the Company’s financial statements, and not reported under Audit Fees above.
Tax Fees
$10,000 in 2025 and $8,350 in 2024 was paid to the Company's principal accountant for tax compliance, tax advice, and tax planning services.
All Other Fees
$3,525 in other fees were incurred during 2025 and $2,550 in 2024 for other services rendered by the Company’s principal accountant.
Audit Committee Pre-Approval Policies
The Board of Directors has adopted an audit committee pre-approval policy. The audit committee is required to pre-approve the audit and non-audit services performed by the independent auditor to assure that the provision of such services do not impair the auditor’s independence.
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PART IV
ITEM 15. EXHIBITS
Financial Statements
The following Consolidated Financial Statements of the Corporation are filed as a part of this report:
1. Report of Independent Registered Public Accounting Firm dated March 23, 2026.
2. Consolidated Balance Sheets—December 31, 2025 and 2024.
3. Consolidated Statements of Operations—Years ended December 31, 2025 and 2024.
5. Consolidated Statements of Cash Flows—Years ended December 31, 2025 and 2024.
6. Notes to Consolidated Financial Statements.
Exhibits
Exhibits Description of Document
19* Insider trading policy
21* Subsidiaries of the Registrant
23.1* Consent of Assure CPA, LLC.
31.1* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1* Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2* Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
95* Mine safety information listed in Section 1503 of the Dodd-Frank Act.
96.1* Technical Report Summary For the Golden Chest Mine, Idaho, U.S.A.
97.1* Policy Relating to Recovery of Erroneously Awarded Executive Compensation
101.INS** XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
* Filed herewith.
** XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
IDAHO STRATEGIC RESOURCES, INC.
Date: March 23, 2026 By /s/ JOHN SWALLOW
John Swallow, President, Chief Executive Officer
Date: March 23, 2026 By /s/ GRANT A. BRACKEBUSCH
Grant A. Brackebusch, Vice President, Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ John Swallow March 23, 2026
John Swallow Date
President, Chief Executive Officer, Director
(Principal Executive Officer)
/s/ Grant A. Brackebusch March 23, 2026
Grant A. Brackebusch Date
Vice President, Chief Financial Officer,
Director (Principal Financial Officer and
Principal Accounting Officer)
/s/ Carolyn Turner March 23, 2026
Carolyn Turner Date
Director
/s/ Kevin Shiell March 23, 2026
Kevin Shiell Date
Director
/s/ Richard Beaven March 23, 2026
Richard Beaven Date
Director