COPR 10-K & 10-Q changes, risk factors and insider trading
Idaho Copper Corp (also COPR-WT) · NYSE · Metal Mining · CIK 1263364 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Risk of Termination or Non-Completion of Mining Claims Agreements Due to Force Majeure.”
New heading “We believe we currently have ineffective internal control over financial reporting.”
New heading “Risks Related to this Offering”
New heading “The price of our Common Stock may be volatile and may be influenced by numerous factors, some of which are beyond our control.”
New heading “Prior to the closing of this offering we intend to effect a reverse stock split of our Common Stock, which may not increase the market price of our common stock over the long term and could decrease the liquidity of our Common Stock.”
New heading “The price of our Common Stock may be volatile, and purchasers of our Common Stock could incur substantial losses.”
New heading “If our listing application for our Common Stock is not approved by NYSE American, we will not be able to consummate the offering and will terminate the offering.”
New heading “The market price of our Common Stock may be highly volatile, and you could lose all or part of your investment.”
New heading “If you purchase our Common Stock in the offering, you will suffer immediate and substantial dilution of your investment.”
New heading “We have broad discretion in the use of our net proceeds from the Common Stock sold in the offering and may not use them effectively.”
New heading “There has been no independent valuation of our stock, which means that our Common Stock may be worth less than the offering price in the offering.”
New heading “If securities industry analysts do not publish research reports on us, or publish unfavorable reports on us, then the market price and market trading volume of our Common Stock could be negatively affected.”
New heading “Future issuances of debt securities, which would rank senior to our Common Stock upon any bankruptcy or liquidation, and future issuances of preferred stock, which could rank senior to our Common Stock for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able to achieve from an investment in our Common Stock.”
Removed heading “Increasing attention to ESG matters and conservation measures may adversely impact our business.”
Removed heading “Longstanding legal certainty about aspects of the 1872 Mining Law is being challenged in Federal Court.”
Removed heading “Risks Related to Our Common Shares”
Removed heading “The requirements of being a public company in the United States listed on the OTC market, including compliance with the reporting requirements of the Exchange Act, the requirements of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), may strain our resources, increase our costs, and require significant management time and resources.”
Removed heading “For as long as we are an “emerging growth company,” or a “smaller reporting company” we will not be required to comply with certain reporting requirements that apply to some other public companies, and such reduced disclosure requirements may make our Common Shares less attractive.”
Removed heading “Provisions in the Company’s corporate charter documents could make an acquisition of the Company, which may be beneficial to its shareholders, more difficult and may prevent attempts by the shareholders to replace or remove the Company’s current management and/or limit the market price of the Common Shares.”
Removed heading “The Company has no history of paying dividends, does not expect to pay dividends in the immediate future and may never pay dividends.”
Removed heading “The Company will need to raise additional capital through the sale of its securities or other interests, resulting in potential for significant dilution to the existing shareholders and, if such funding is not available, the Company’s operations would be adversely affected.”
Removed heading “Future sales of the Company’s common shares into the public market by holders of the Company’s options and warrants may lower the market price, which may result in losses to the Company’s shareholders.”
Removed heading “We are required to develop and maintain proper and effective internal controls over financial reporting. We may not complete our analysis of our internal controls over financial reporting in a timely manner, or these internal controls may not be determined to be effective, which may adversely affect investor confidence in us and, as a result, the value of our common stock.”
Removed heading “The Company does not have a class of securities registered under Section 12 of the Exchange Act. Until it does, or the Company becomes subject to Section 15(d) of the Exchange Act, it will be a “voluntary filer.””
Largest changes
“We intend to remediate these deficiencies by putting into place proper internal controls and accounting systems to ensure effective internal control over its financial reporting. Completion of remediation does not provide assurance that our remediation or other controls will continue to operate properly or remain adequate and we cannot assure you that we will not identify additional material weaknesses in our internal control over financial reporting in the future. …”see in full comparison
“However, completion of remediation does not provide assurance that our remediation or other controls will continue to operate properly or remain adequate and we cannot assure you that we will not identify additional material weaknesses in our internal control over financial reporting in the future. …”see in full comparison
“In addition, the stock markets in general have experienced extreme volatility that have been often unrelated to the operating performance of the issuer. These broad market fluctuations may negatively impact the price or liquidity of our Common Stock. In the past, when the price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the issuer. …”see in full comparison
“Our mining, exploration, and development operations, and the permits required for such activities, may be subject to legal challenges at the international, federal, state, and local level by various parties. Such legal challenges may allege non-compliance with laws and regulations or the improper grant of permits by regulatory authorities. On June 25, 2025, several non-governmental organizations filed a lawsuit challenging the USFS decision to grant the Company an exploration operating permit at its CuMo Project (as defined herein). …”see in full comparison
“Future issuances of debt securities, which would rank senior to our Common Stock upon any bankruptcy or liquidation, and future issuances of preferred stock, which could rank senior to our Common Stock for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able to achieve from an investment in our Common Stock.”see in full comparison
“Prior to the closing of this offering we intend to effect a reverse stock split of our Common Stock, which may not increase the market price of our common stock over the long term and could decrease the liquidity of our Common Stock.”see in full comparison
Full comparison: every changed paragraph (92)
Investing in our Common Stock involves a high degree of risk. Before investing in our Common Stock, you should carefully consider the risks described below, as well as the other information in this prospectus, including our consolidated financial statements and the related notes. In addition, we may face additional risks and uncertainties not currently known to us, or which as of the date of this registration statement we might not consider significant, which may adversely affect our business. If any of the following risks occur, our business, financial condition and results of operations could be materially adversely affected. In such case, the trading price of our Common Stock could decline due to any of these risks or uncertainties, and you may lose part or all of your investment.
Risks
Related to Mining and Our Business
We do not currently have sufficient funds or committed financing necessary to undertake a Preliminary Feasibility Study (PFS), a Bankable Feasibility Study (BFS) or commence construction of the Project, and we may be unable to raise the necessary funds.
The United States Forest Service (USFS) published a Final Decision Notice (DN) and Finding of no Significant Impact (FONSI) in the first quarter of 2025, approving the Company’s Drilling Plan of Operations (PoO). The PoO, along with satisfying bonding and other conditions, would allow the Company to carry out drilling and additional exploration activities at its Property, in conjunction with a Preliminary Feasibility Study (PFS). The estimated budget for the PFS is $40 million.
BasedFollowing
on the updated schedule published by the USFS in January 2024,PFS, the Company anticipates that the USFS will publishprepare a FEISBankable andFeasibility Study (BFS) incorporating permitting (including a DRODfederal inEnvironmental Impact
theStatement second(EIS)), quarterProject ofDesign 2024Engineering, andbaseline aenvironmental Final ROD in the first quarter of 2025. We have commenced pre-construction engineeringwork, and other preparationsstudies, reports and documents necessary to reach
and,an ifinvestment decision. Following a positive investment decision, the DROD and ROD are received on the anticipated schedule, weCompany would seek funding to commencebuild constructionthe in 2025.Project. According to the
TRS, TRS,
as of December 31, 2020, the total initial capital cost estimate for the Project was approximately $1,263 million. Although we have
not not
updated our capital cost estimates as of December 31, 2023,estimates, based on significant inflation and increased financing costs since 2020,
we expect the actual
cost estimates to be higher than the 2020 estimate. These cost estimates may change materially due to inflation,
competition or other
unforeseen challenges at the Project site.
We do not currently have sufficient funds or committed financing to fund the PFS, the BFS, or commence construction of the Project. Our ability to obtain sufficient funds or committed financing may be impacted by various factors, including, but not limited to, our ability to raise additional funds at acceptable rates or at all; unfavorable interest rates; the incurrence of additional debt, which may be subject to certain restrictive covenants; restrictions on our use of government funding; dilution resulting from additional equity financing; our ability to control certain property as a result of our entry into joint ventures or other similar arrangements; and the loss of certain economic benefits of our property as a result of our entry into royalty agreements.
We
have no history of commercially producing precious metals from our mineral properties and there can be no assurance that we will successfully
establish mining operations or profitably produce precious metals.
The
costs, timing and complexities of mine construction and development are increased by the remote location of the project, with additional
challenges related thereto, including access, water and power supply, and other support infrastructure. Cost estimates may increase significantly
as more detailed engineering work and studies are completed. New mining operations commonly experience unexpected costs, problems and
delays during development, construction, and mine start-up. In addition, delays in the commencement of mineral production often occur.
Accordingly, there are no assurances that our activities will result in profitable mining operations, that we will successfully establish
mining operations, or that we will profitably produce precious metals at the Project.
Information
concerning our mining properties in Item 2, Properties has been prepared in accordance with the requirements of S-K 1300. A mineral
is economically recoverable when the price at which it can be sold exceeds the costs and expenses of mining, processing and selling the
mineral. Mineral reserve and mineral resource estimates of the copper and antimonyother minerals in our mining properties are based on many factors,
including engineering, economic and geological data assembled and analyzed by internal staff and third parties, which includes various
engineers and geologists, the area and volume covered by mining rights, assumptions regarding extraction rates and duration of mining
operations, and the quality of in-place mineral reserves and mineral resources. The mineral reserve and mineral resource estimates as
to both quantity and quality are updated from time to time to reflect, among other matters, new data received. According to the TRS,
as of December 31, 2020, the total initial capital cost estimate for the project was approximately $1,263 million. The Company has not
updated its capital cost estimates as of DecemberJanuary 31, 2023,2025, however, based on significant inflation and increased financing costs since
2020, the Company expects the actual cost estimates to be higher than the 2020 estimate. These cost estimates may change materially due
to inflation, competition or other unforeseen challenges at the Project site.
As
a result, actual tonnage recovered from identified mining properties and estimated revenues, expenditures and cash flows with respect
to mineral reserves and mineral resources may vary materially from estimates. Thus, these estimates may not accurately reflect the Company’s
actual minable or recoverable mineral reserves and mineral resources. Any material inaccuracy in estimates related to the Company’s
mineral reserves or
mineral resources could result in lower than expected revenues, higher than expected costs or decreased profitability
and changes in
future cash flow, which could materially and adversely affect the Company’s business, results of operations, financial
position position
and cash flows. Additionally, reserve and resource estimates may be adversely affected in the future by interpretations of,
or changes
to, the SEC’s property disclosure requirements for mining companies.
We are subject to National Environmental Policy Act of 1970 (NEPA) review and may be unable to obtain or retain necessary permits, which could adversely affect our operations.
Our
mining and exploration development activities are subject to extensive permitting requirements which can be costly to comply with and
involve extended timelines. Specifically, we are subject to NEPA review, a federal process which is presently ongoing.review. Formal review
under NEPA is extensive and involves several multiple
actions, including public scoping, coordination with cooperating agencies, the release of
environmental assessments and impact statements
followed by public comment,comment and objections, potential administrative objections, and the issuance of a final record of
decision. Delays
in the NEPA process, such as we are unable to timely obtain a record of decision from the United States Forest Service
or fail to obtain
requisite ancillary permits, may adversely impact our operations. Additionally, to the extent that we are granted necessary permits,
permits, we may be subject to a number of Project requirements or conditions including the installation or undertaking of programs to safeguard
safeguard protected species and their habitat, sites, or otherwise limit the impacts of our operations. Previously obtained permits may
be suspended
or revoked for a variety of reasons. While we strive to comply with and conclude the NEPA review process, and obtain and
comply with
all necessary permits and approvals, any failure to do so may have negative impacts upon our business or financial condition,
such as
increased delays, curtailment of our operations, increased costs, implementation of mitigation or remediation requirements, the potential
potential for litigation or regulatory action, and damage to our reputation.
Our
mining, exploration, and development operations are subject to extensive environmental, health, and safety laws and regulations in the
jurisdictions in which we operate and include those relating to the discharge and remediation of materials in the environment, waste
and materials management, and natural resource protection and preservation. Numerous governmental authorities, such as the U.S. Environmental
Protection Protection
Agency, and analogous state agencies, have the authority to enforce compliance with these laws and regulations and the permits
issued issued
thereunder, oftentimes requiring difficult and costly response actions. Certain environmental laws, such as CERCLA, impose strict,
joint joint
and several liability for costs required to remediate and restore sites where hazardous substances have been stored or released,
including including
sites subject to legacy contamination. We may be required to remediate contaminated properties currently owned and operated
by us regardless
of whether such contamination resulted from our actions or from the conduct of others. Additionally, claims for damages
to persons or
property, including damages to natural resources, may result from the environmental, health, and safety impacts of our
operations.
Our mining, exploration, and development operations, and the permits required for such activities, may be subject to legal challenges at the international, federal, state, and local level by various parties. Such legal challenges may allege non-compliance with laws and regulations or the improper grant of permits by regulatory authorities. On June 25, 2025, several non-governmental organizations filed a lawsuit challenging the USFS decision to grant the Company an exploration operating permit at its CuMo Project (as defined herein). Even if we prevail, the litigation may be time-consuming and expensive, diverting management’s attention from core business operations and potentially causing delays in expansion plans or regulatory approvals. There can be no assurance regarding the outcome of this litigation or its potential impact on our business, financial condition, and results of operations.
Our
mining, exploration, and development operations, and the permits required for such activities, may be subject to legal challenges at
the international, federal, state, and local level by various parties. Such legal challenges may allege non-compliance with laws and
regulations.
Legal
challenges may result in adverse impacts to permitting our planned operations such as increased defense costs, the performance of additional
mitigation mitigation
and remedial activities, or significant delays to our project. We may also be subject to more localized opposition, including
efforts efforts
by environmental groups, which could attract negative publicity or have an adverse impact on our reputation.
Additionally,
our project is located in a district with significant impacts from legacy mining operations prior to our acquisition of and tenure at
the sites. Pursuant to CERCLA, we may be subject to liability and remediation responsibilities as current owners of certain areas of
the sites under applicable law, consent decrees or similar agreements.
Climate change may result in various and presently unknown physical risks, such as the increased frequency or intensity of extreme weather events or changes in meteorological and hydrological patterns that could adversely impact our business. Such physical risks may result in damage to our facilities causing our operations to temporarily slow down or come to a stop. Moreover, the physical risks associated with climate change could have financial implications for our business, such as increased capital or operating costs, and additional expenditures to maintain or increase the resiliency of our facilities and implement contingency measures. Moreover, our planned operations may be subject to challenge on the basis that they contribute adversely to climate change.
Increasing
attention to ESG matters and conservation measures may adversely impact our business.
Moreover,
while we may create and publish voluntary disclosures regarding ESG matters from time to time, certain statements in those voluntary
disclosures may be based on hypothetical expectations and assumptions that may or may not be representative of current or actual risks
or events or forecasts of expected risks or events, including the costs associated therewith. Mandatory ESG-related disclosure are also
emerging as an area where we may be, or may become, subject to required disclosures in certain jurisdictions, and any such mandatory
disclosures may similarly necessitate the use of hypothetical, projected or estimated data, some of which is not controlled by us and
is inherently subject to imprecision. Disclosures reliant upon such expectations and assumptions are necessarily uncertain and may be
prone to error or subject to misinterpretation given the long timelines involved and the lack of an established single approach to identifying,
measuring and reporting on many ESG matters. Additionally, while we may announce various voluntary ESG targets in the future, due to
our status as a development stage company, such targets are aspirational. Also, we may not be able to meet such targets in the manner
or on such a timeline as initially contemplated and we cannot guarantee that such targets will improve our ESG profile, including, but
not limited to, as a result of unforeseen costs or technical difficulties associated with achieving such results. Further, despite any
voluntary actions, we may receive pressure from certain investors, lenders, employees or other groups to adopt more aggressive ESG-related
targets or policies, but we cannot guarantee that we will be able to implement such targets because of potential costs or technical or
operational obstacles. Furthermore, we could be criticized by various anti-ESG stakeholders for the scope of our ESG-related goals or
policies, our strategic choices regarding ESG matters as they may impact our operations now or in the future, or for any revisions to
the same, as well as initiatives we may pursue or any public statements we may make. We could be subjected to negative responses by governmental
actors (such as anti-ESG legislation or retaliatory legislative or administrative treatment) or consumers (such as boycotts or negative
publicity campaigns), which could adversely affect our reputation, business, financial performance, market access and growth.
Some
capital markets participants are increasingly using certain components of ESG as a factor in their assessments, which could impact
our cost of capital or access to financing. There has also been an acceleration in investor demand for ESG investing opportunities,
and many institutional investors have committed to increasing the percentage of their portfolios that are allocated towards
ESG-focused investments. As a result, there has been a proliferation of ESG-focused investment funds and market participants seeking
ESG-oriented investment products. There has also been an increase in third-party providers of company ESG ratings and rankings, and
an increase in ESG-focused voting policies among proxy advisory firms, portfolio managers, and institutional investors. For example,
organizations that provide information to investors on corporate governance and related matters have developed ratings processes for
evaluating companies on their approach to ESG matters. Currently, there are no universal standards for such ratings, rankings and
voting policies, they often differ based on the provider and the data they prioritize, and they are continually changing. However,
such ratings, rankings and voting policies may be used by some investors to inform their investment and voting decisions.
Additionally, certain investors may use these ratings or rankings to benchmark companies against their peers, and if a company is
perceived as lagging, these investors may engage with companies to require improved ESG disclosure or performance. Moreover, certain
members of the broader investment community may consider a company’s sustainability score rating or ranking as a reputational
or other factor in making an investment decision. Consequently, unfavorable ESG ratings could lead to increased negative investor
sentiment toward us and could impact our stock price and access to and costs of capital. Additionally, to the extent ESG matters
negatively impact our reputation, we may not be able to compete as effectively to recruit or retain employees, which may adversely
impact our business. Furthermore, there has recently been a backlash from certain governments and investors against ESG funds and
investment practices has resulted in increased scrutiny and withdrawals from such funds. Such backlash has also resulted in
“anti-ESG” focused activism and investment funds, which may result in additional strains on our resources. If we are
unable to meet the often conflicting ESG standards or investment, lending, ratings, or voting criteria and policies set by these
parties, we may lose investors, investors may allocate a portion of their capital away from us, we may face increased ESG- or
anti-ESG-focused activism, our cost of capital may increase, and our reputation may also be negatively affected.
Our
reputation, as well as our stakeholder relationships, could be adversely impacted as a result of, among other things, any failure to
meet our ESG plans or targets or stakeholder perceptions of statements made by us, our employees and executives, agents, or other third
parties or public pressure from investors or policy groups to change our policies. Furthermore, public statements with respect to ESG
matters—for example, emission reduction goals, other environmental targets, or other commitments addressing certain social issues—are
becoming increasingly subject to heightened scrutiny from public and governmental authorities related to the risk of potential “greenwashing,”
i.e., misleading information or false claims overstating potential ESG benefits. We may face increased litigation risk from private
parties and governmental authorities related to our ESG efforts. Additionally, any such alleged claims of greenwashing against us or
others in our industry could lead to negative sentiment and the diversion of investment. To the extent that we are unable to respond
timely and appropriately to any negative publicity, our reputation could be harmed. Damage to our overall reputation could have a negative
impact on our financial results and require additional resources to rebuild our reputation.
The
Company expects to derive revenues from the sale of its mineral resource properties or from the extraction and sale of molybdenum, silver,
copper, and rhenium, and associated minerals. The price of those commodities has fluctuated widely in recent years. It is affected by
numerous factors beyond the Company’s control, including international, economic, and political trends, expectations of inflation,
currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities, and increased production
due to new extraction developments and improved extraction and production methods. The effect of these factors on the price of basecopper
and and
preciousother metals, and therefore the economic viability of any of the Company’s exploration properties and projects, cannot accurately
be predicted.
The
Company’s properties consist of various mining concessions in the United States. Under U.S. law, the concessions may be subject
to prior unregistered agreements or transfers, which may affect the validity of the Corporation’sCompany’s ownership of such concessions. A
A claim by a third party asserting prior unregistered agreements or transfer on any of the Company’s mineral properties, especially
where commercially viable mineral reserves have been located, could adversely result in the Company losing commercially viable mineral
reserves. Even if a claim is unsuccessful, it may potentially affect the Company’s current activities due to the high costs of
defending against such claims and its impact on senior management’s time. If the Company loses a commercially viable mineral reserve,
such a loss could lower the Company’s revenues or cause it to cease operations if this mineral reserve represented all or a significant
portion of the Company’s operations at the time of the loss.
Risk of Termination or Non-Completion of Mining Claims Agreements Due to Force Majeure.
Fifty-four (54) of the 126 unpatented mining claims contained within the Company’s land package are owned by a third party who has granted the Company the option to acquire these claims pursuant to a Mining Claims Agreement dated July 6, 2017, (the “MCA”), which was modified by the First Amendment to the MCA dated August 19, 2025 (the “Amendment”). The MCA is currently suspended due to the occurrence of a Force Majeure event. Under the terms of the MCA, the Force Majeure provisions allow for the temporary suspension of obligations when events beyond the control of the parties—such as natural disasters, political instability, or other unforeseen circumstances including actions or inaction, or lawsuits which delay or prevent receipt of governmental permits or the right to conduct operations thereunder —occur. While the MCA remains in place during the suspension period, there is no assurance that the Force Majeure event will be resolved in a timely manner or at all. If the underlying circumstances persist indefinitely or are not satisfactorily resolved, the purchase and sale of the mining claims may never materialize. This could materially and adversely affect our ability to acquire or develop the underlying mining assets, impact our strategic growth plans, and limit future revenue opportunities.
The
mineral resource industry is intensively competitive in all of its phases, and the Company competes with many companies possessing much
greater financial and technical research resources. Competition is particularly intense with respect to the acquisition of desirable
undeveloped copper and gold properties. The principal competitive factors in the acquisition of such undeveloped properties include the
staff and
data necessary to identify, investigate and purchase such properties, and the financial resources necessary to acquire and
develop such
properties. Competition could adversely affect the Company’s ability to advance the project or to acquire suitable
prospects for
exploration in the future on terms it considers acceptable. Increased competition could adversely affect the Company’s
ability ability
to attract necessary capital funding or acquire an interest in additional properties.
Resource
exploration and development is a speculative business, characterized by a high number of failures. Substantial expenditures are required
to discover new deposits and to develop the infrastructure, mining and processing facilities at any site chosen for mining. Resource
exploration and development also involves a high degree of risk, which even a combination of experience, knowledge and careful evaluation
may not be able to adequately mitigate. Few properties that are explored are ultimately developed into producing mines, and there is
no assurance that commercial quantities of ore will be discovered on any of the Company’s exploration properties. There is also
no assurance that, even if commercial quantities of ore are discovered, a mineral property will be brought into commercial production,
or if brought into production, that it will be profitable. The discovery of mineral deposits is dependent upon a number of factors, including
the technical skill of the exploration personnel involved. The commercial viability of a mineral deposit is also dependent upon, among
a number of other factors, it’s size, grade, proximity to infrastructure, current metal prices, and government regulations, including
regulations relating to required permits, royalties, allowable production, importing and exporting of minerals and environmental protection.
The exact effect of these factors cannot be accurately predicted, but any one of these factors, or the combination of any of these factors,
may prevent the Company from receiving an adequate return on invested capital. In addition, depending on the type of mining operation
involved, several years can elapse from the initial phase of drilling until commercial operations are commenced. Some ore reserves may
become unprofitable to develop if there are unfavorable long-term market price fluctuations in gold or other metals, or if there are
significant increases in operating or capital costs. Most of the above factors are beyond the Company’s control, and it is difficult
to ensure that the exploration or development programs proposed by the Company will result in a profitable commercial mining operation.
Please also see, among other things, the risk factor found under the subheading “The Company’s future exploration and development
efforts may be unsuccessful” below.
The
commercial feasibility of the project and the Company’s ability to arrange funding to conduct its planned exploration projects
is dependent on, among other things, the price of copper and other potential by-products. Depending on the price to be received for any
minerals produced, the Company may determine that it is impractical to commence or continue commercial production. A reduction in the
price of copper or other potential by-products may prevent the project from being economically mined or result in the write-off of assets
whose value is impaired as a result of low preciouscopper or other metals prices.
Future
revenues, if any, are expected to be in large part derived from the future mining and sale of goldcopper and other potential by-products
or or
interests related thereto. The prices of these commodities fluctuate and are affected by numerous factors beyond the Company’s
control, including, among others:
While
the price of copper has recently been strong, there can be no assurance that copper prices will remain at such levels or be such that
the project, and any future operations in which the Company has a direct or indirect interest, will be mined at a profit. Some credible
industry experts are predicting that copper will continue to increase in price during 2025 and the next several years. However, other
credible industry experts expect that the price of copper has generally peaked during the recent pandemic and resulting economic crisis,
and that as economies slowly recover over the next few years, the price of gold will decrease and be worth much less per ounce than it
is today.
Many
industries, including the preciouscopper and other base metal mining industry,industries, are impacted by global market conditions. Some of the key impacts
of financial
market turmoil can include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility
in in
global and specifically mining equity markets, commodity, foreign exchange and preciousbase metal markets, and a lack of market liquidity.
A slowdown in the financial markets or other economic conditions, including but not limited to, reduced consumer spending, increased
unemployment rates, deteriorating business conditions, inflation, deflation, volatile fuel and energy costs, increased consumer debt
levels, lack of available credit, lack of future financing, a prolonged recession, changes in interest rates and tax rates may adversely
affect the Corporation’s growth and profitability potential. Specifically:
Longstanding
legal certainty about aspects of the 1872 Mining Law is being challenged in Federal Court.
A
changing legal environment and court rulings related to the use of unpatented lode mining claims now being reviewed in federal courts
may cause the Company to make modifications to its current claims management program and strategy.
On
July 31, 2019, the U.S. District Court for the District of Arizona issued a decision vacating the Forest Service’s approval of
the plan of operations for the proposed Rosemont Mine. See Center for Biological Diversity et al. v. United States Fish and Wildlife
Service et al. (the “Rosemont” case). The District Court found that the Forest Service erred when it applied its
surface management regulations to approve the proposed mine’s tailings storage facility and waste rock dumps on National Forest
lands. According to the District Court, the agency should have considered those facilities under its special use permit regulations.
The Forest Service made that error, according to the court, because it did not confirm under the Mining Law that the unpatented mining
claims under the ancillary facilities were “valid,” as defined by the court. The outcome of the District Court’s reasoning
is that only activities on “valid” claims are regulated under the Forest Service mining regulations, and ancillary facilities
require a special use permit.
The
decision was appealed and on May 12, 2022, a split Ninth Circuit panel remanded the case back to the Forest Service for such further
proceedings as it deems appropriate, including application of 36 CFR 228 subpart A to Rosemont’s plan of operation, guided by
the Court’s ruling that Section 612 of the Surface Resources and Multiple Use Act of 1955 grants no rights beyond those
granted by the 1872 Mining Law. The majority opinion expressly refrained from further interpretation regarding the application of
the 36 CFR 228A, 36 CFR 251 or other Forest Service regulations in advance of the Forest Service further considering and developing
the project record regarding the specifics of the Rosemont plan of operations. In December 2022, the Rosemont defendant announced it
would not appeal the Ninth Circuit’s decision.
The
Company closely followed the Rosemont proceedings and is following other Mining Law litigation currently pending in the United
States Court of Appeals for the District of Columbia. During the pendency of the Rosemont proceedings, the Company directed a thorough
analysis of its claims management program to support the Project Plan of Restoration and Operations. Notwithstanding that neither the
validity of the 36 CFR 228 subpart A regulations was challenged in the Rosemont case nor their application to approval of the
Rosemont plan of operations were reviewed by the federal courts, the Company’s claims management program and strategy was adjusted
during the years ended December 31, 2022 and December 31, 2023 relinquishing 53 of the Company’s unpatented lode mining claims
and re-staking with 205 unpatented mill sites over areas non-mineral in character and suitable for mill sites should a development decision
be made.
Risks
Related to Our Common Shares
The
requirements of being a public company in the United States listed on the OTC market, including compliance with the reporting requirements
of the Exchange Act, the requirements of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), may strain our resources, increase
our costs, and require significant management time and resources.
As
a public company in the United States, we need to comply with federal and state laws, regulations and requirements, certain corporate
governance provisions of Sarbanes-Oxley, related regulations of the SEC and the requirements of the OTC markets. These additional requirements
may strain our resources, increase our costs and require significant management time and resources. Complying with these statutes, regulations
and requirements, occupies a significant amount of time of our Board of Directors (the “Board”) and management and increases
our costs and expenses, including an increased reliance on outside counsel and accountants. We also prepare and distribute periodic public
reports in compliance with our obligations under the U.S. federal securities laws.
Shareholder
activism, the current political environment and the current high level of government intervention and regulatory reform may lead to substantial
new regulations and disclosure obligations, which could then result in additional compliance costs and affect the manner in which we
operate our business. Moreover, any new regulations or disclosure obligations may increase our legal and financial compliance costs and
may make some activities more time-consuming and costly.
Furthermore,
while we generally must comply with Section 404 of Sarbanes-Oxley for our fiscal year ended January 31, 2025, we are not required to
have our independent registered public accounting firm attest to the effectiveness of our internal controls over financial reporting
until our first annual report subsequent to our ceasing to be an “emerging growth company” within the meaning of the Exchange
Act. Once it is required to do so, our independent registered public accounting firm may issue a report that is adverse in the event
the independent registered public accounting firm concludes that there is one or more material weaknesses in the effectiveness of our
internal control over financial reporting. Compliance with these requirements may strain our resources, increase our costs and use significant
management time and resources, and we may be unable to comply with these requirements in a timely or cost-effective manner.
For
as long as we are an “emerging growth company,” or a “smaller reporting company” we will not be required to comply
with certain reporting requirements that apply to some other public companies, and such reduced disclosure requirements may make our
Common Shares less attractive.
As
an “emerging growth company” as defined in the JOBS Act, we may take advantage of exemptions from certain disclosure requirements
applicable to other public companies that are not emerging growth companies. We are an emerging growth company until the earliest of
(i) the last day of the fiscal year during which we have total annual gross revenues of $1.24 billion or more; (ii) the last day of the
fiscal year following the fifth anniversary of the first sale of common equity securities pursuant to an effective registration statement
under the Securities Act; (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible
debt; or (iv) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC.
For
so long as we remain an “emerging growth company,” we will not be required to, among others:
Notwithstanding
the above, we are also currently a “smaller reporting company,” meaning that we are not an investment company, an asset-backed
issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have either: (i) a public float
of less than $250.0 million, or (ii) annual revenues of less than $100.0 million during the most recently completed fiscal year and:
(A) no public float, or (B) a public float of less than $700.0 million. In the event that we are still considered a “smaller reporting
company,” at such time we cease being an “emerging growth company,” the disclosure we will be required to provide in
our SEC filings will increase but will still be less than it would be if we were not considered either an “emerging growth company”
or a “smaller reporting company”. Specifically, similar to “emerging growth companies,” “smaller reporting
companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of
Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report
on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC
filings, including, among other things, only being required to provide two years of audited financial statements in annual reports. Decreased
disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company”
may make it harder for investors to analyze the Company’s results of operations and financial prospects.
Because
of these disclosure exemptions, some investors may find our common shares less attractive, which may result in a less active trading
market for our common shares, and our share price may be more volatile.
Provisions
in the Company’s corporate charter documents could make an acquisition of the Company, which may be beneficial to its shareholders,
more difficult and may prevent attempts by the shareholders to replace or remove the Company’s current management and/or limit
the market price of the Common Shares.
In
addition, because the Board is responsible for appointing the members of the Corporation’s management team, these provisions may
frustrate or prevent any attempts by the Company’s shareholders to replace or remove current management by making it more difficult
for shareholders to replace members of the Board. Among other things, these provisions include the following:
The
Company has no history of paying dividends, does not expect to pay dividends in the immediate future and may never pay dividends.
Since
incorporation, neither the Company nor any of its subsidiaries have paid any cash or other dividends on its common shares, and the Company
does not expect to pay such dividends in the foreseeable future, as all available funds will be invested primarily to finance its mineral
exploration programs.
The
Company will need to raise additional capital through the sale of its securities or other interests, resulting in potential for significant
dilution to the existing shareholders and, if such funding is not available, the Company’s operations would be adversely affected.
The
Company has limited financial resources and has financed its activities primarily through the sale of the Company’s securities,
such as common shares and convertible notes. The Company expects that it will need to continue its reliance on the sale of its securities
for future financing, including that required to complete the permitting process or begin construction, resulting in dilution to existing
shareholders.
Future
sales of the Company’s common shares into the public market by holders of the Company’s options and warrants may lower the
market price, which may result in losses to the Company’s shareholders.
Sales
of substantial amounts of the Company’s common shares into the public market by shareholders, The Company’s officers or directors
or pursuant to the exercise of options or warrants, or even the perception by the market that such sales may occur, may lower the market
price of the Corporation’s common shares.
We believe we currently have ineffective internal control over financial reporting.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements may not be prevented or detected on a timely basis. We identified a material weakness and believe we currently have ineffective internal control over financial reporting, primarily due: to the lack of sufficient accounting personnel to manage our financial accounting process, lack of segregation of duties, lack of proper accounting for complex financial instruments, lack of design and implementation of controls, which combined constituted a material weakness in our internal control over financial reporting.
We intend to remediate these deficiencies by putting into place proper internal controls and accounting systems to ensure effective internal control over its financial reporting. Completion of remediation does not provide assurance that our remediation or other controls will continue to operate properly or remain adequate and we cannot assure you that we will not identify additional material weaknesses in our internal control over financial reporting in the future. If we are unable to maintain effective internal control over financial reporting or disclosure controls and procedures, our ability to record, process and report financial information accurately, and to prepare financial statements within the time periods specified by the rules and forms of the SEC, could be adversely affected. This failure could negatively affect the market price and trading liquidity of our stock, cause investors to lose confidence in our reported financial information, subject us to civil and criminal investigations and penalties and generally materially and adversely impact our business and financial condition.
However, completion of remediation does not provide assurance that our remediation or other controls will continue to operate properly or remain adequate and we cannot assure you that we will not identify additional material weaknesses in our internal control over financial reporting in the future. If we are unable to maintain effective internal control over financial reporting or disclosure controls and procedures, our ability to record, process and report financial information accurately, and to prepare financial statements within the time periods specified by the rules and forms of the SEC, could be adversely affected. This failure could negatively affect the market price and trading liquidity of our stock, cause investors to lose confidence in our reported financial information, subject us to civil and criminal investigations and penalties and generally materially and adversely impact our business and financial condition
We
are required to develop and maintain proper and effective internal controls over financial reporting. We may not complete our analysis
of our internal controls over financial reporting in a timely manner, or these internal controls may not be determined to be effective,
which may adversely affect investor confidence in us and, as a result, the value of our common stock.
Management's Discussion & Analysis (MD&A)
Removed heading “Exchange Transaction”
Largest changes
“In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (“ASU 2024-03”). ASU 2024-03 is intended to improve disclosures about a public business entity’s expenses and provide more detailed information to investors about the types in commonly presented expense captions. …”see in full comparison
Professional feessee in full comparisonincreaseddecreased due toincreasesdecreases in costs associated with the increased costs related to the preparation ofbeingtheaCompany’sfullyFormreporting public company andS-1 in theadditionalyearfilings required.ended January 31, 2025 compared to the same period in 2026. Payroll and related expensesdecreasedincreased as officers and employees costsconvertedelevatedawithsignificanttheamountpreparationofforpayrolloperationsintotostockcommence.compensation.Stock-based compensationincreaseddecreased due to less conversions of consultants’ fees into common stock for the year ended January 31, 2026 compared to the same period in 2025. General and administrative costs decreased due to theconversion of accrued payroll and consultants’ fees into common stock. General and administrative costs increases due to increaseddecrease in the Company’s activity generally as it continues to seek the development of its existing mining claims.
“For the year ended January 31, 2026, we had cash provided by financing activities of $742,199, related to proceeds from convertible notes payable and the sale of preferred stock. For the year ended January 31, 2025, we had cash provided by financing activities of $2,574,040, related to proceeds from notes payable.”see in full comparison
“For the year ended January 31, 2025, we had cash provided by financing activities of $2,574,040, related to proceeds from convertible notes payable and the sale of preferred stock. For the year ended January 31, 2024, we had cash provided by financing activities of $467,200, related to proceeds from notes payable.”see in full comparison
“We changed our fiscal year to January 31. The Report of our independent registered public accountants on our financial statements for the year ended January 31, 2025, states that these conditions, among others, raise substantial doubt about our ability to continue as a going concern.”see in full comparison
Full comparison: every changed paragraph (8)
This discussion and analysis below include forward-looking statements that are subject to risks, uncertainties and other factors described in the “Risk Factors” section that could cause actual results could differ materially from those anticipated in these forward- looking statements as a result of various factors. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future. We caution you to read the “Forward Looking Statements” section of our Annual Report. All share and per share amounts in this section have been retrospectively adjusted for all periods presented to reflect the Reverse Stock Split effectuated on December 15, 2025.
Exchange
Transaction
As
a result of the Share Exchange, which was consummated January 23, 2023, we are no longer a shell company. However, for the fiscal year
ended as of December 31, 2022, we were a shell company and did not generate any revenues.
We
changed our fiscal year to January 31. The Report of our independent registered public accountants on our financial statements for the
year ended January 31, 2025, states that these conditions, among others, raise substantial doubt about our ability to continue as a going
concern.
Professional
fees increaseddecreased due to increasesdecreases in costs associated with the increased costs related to the preparation of beingthe aCompany’s fullyForm reporting public company andS-1
in the additionalyear filings
required.ended January 31, 2025 compared to the same period in 2026. Payroll and related expenses decreasedincreased as officers and employees
costs convertedelevated awith significantthe amountpreparation offor payrolloperations intoto stockcommence. compensation.
Stock-based compensation increaseddecreased due to less conversions of consultants’
fees into common stock for the year ended January 31, 2026 compared to the same period in 2025. General and administrative costs decreased
due to the conversion of accrued payroll and consultants’ fees into common stock. General and
administrative costs increases due to increaseddecrease in the Company’s activity generally as it continues to seek the development of
its existing mining claims.
For the year ended January 31, 2026, we had cash provided by financing activities of $742,199, related to proceeds from convertible notes payable and the sale of preferred stock. For the year ended January 31, 2025, we had cash provided by financing activities of $2,574,040, related to proceeds from notes payable.
For
the year ended January 31, 2025, we had cash provided by financing activities of $2,574,040, related to proceeds from convertible notes
payable and the sale of preferred stock. For the year ended January 31, 2024, we had cash provided by financing activities of $467,200,
related to proceeds from notes payable.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (“ASU 2024-03”). ASU 2024-03 is intended to improve disclosures about a public business entity’s expenses and provide more detailed information to investors about the types in commonly presented expense captions. The guidance is effective for annual periods beginning after December 15, 2026, and quarterly periods beginning after December 31, 2027, and can be adopted prospectively to financial statements issued for reporting periods after the effective date or retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the potential impact of this guidance on its financial statements.
What changed in the latest 10-Q
Risk Factors
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required by this item.
Full comparison: every changed paragraph (1)
We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information underrequired by this
item.
Management's Discussion & Analysis (MD&A)
New heading “For the six months ended July 31, 2026, compared to the six months ended July 31, 2025”
New heading “Operating Expenses”
New heading “Other Income / Expenses”
Largest changes
These forward-looking statements, which reflect our management’s beliefs, objectives, and expectations as of the date hereof, are basedsee in full comparisonbasedon the best judgment of our management. All forward-looking statements made by us in this Form 10-Q are based only on information currently available to us and speak only as of the date on which they are made. Forward-looking statements in this report and in other Company statements include statements regarding expected commencement dates of mining or metal production operations, projected quantities of future metal production, anticipated production rates, operating efficiencies, costs and expenditures as well as projected demand or supply for the Company’s products. Actual results could differ materially depending upon factors including the risks and uncertainties related to general U.S. and international economic and political conditions, the cyclical and volatile prices of copper, other commodities and supplies, including fuel and electricity, availability of materials, insurance coverage, equipment, required permits or approvals and financing, the occurrence of unusual weather or operating conditions, lower than expected ore grades, water and geological problems, the failure of equipment or processes to operate in accordance with specifications, failure to obtain financial assurance to meet closure and remediation obligations, labor relations, litigation and environmental risks. Future results of operations can be directly affected by metal prices on commodity exchanges that can be volatile. Such forward-looking statements are subject to certain risks, uncertainties and assumptions relating to factors that could cause actual results to differ materially from those anticipated in such statements, including, withoutwithoutlimitation, the following: economic, social and political conditions, global economic downturns resulting from extraordinary eventseventssuch as the COVID-19 pandemic and other securities industry risks; interest rate risks; liquidity risks; credit risk with clients and counterparties; risk of liability for errors in clearing functions; systemic risk; systems failures, delays and capacity constraints; network security risks; competition; reliance on external service providers; new laws and regulations affecting our business; net capital requirements; extensive regulation, regulatory uncertainties and legal matters; failure to maintain relationships with employees, customers, business partners or governmental entities; the inability to achieve synergies or to implement integration plans and other consequences associated with risks and uncertainties detailed in our filings with the SEC, including our most recent filings on Forms 8-K, 10-K and 10-Q, as well as our registration statement on Form S-1 originally filed10-Q.with the SEC on October 7, 2025, subsequently amended, and declared effective on July 1, 2026 (SEC file no. 333-290746).
Several conditions and events cast substantial doubt about the Company’s ability to continue as a going concern. The Company has incurred cumulative net losses ofsee in full comparison$41,729,836$43,936,530 from its inception toAprilJuly30,31, 2026. On July 31, 2026, we had $12,121,420 in cash. Our working capital surplus was $10,179,539 on July 31, 2026. We currently do not generate revenues andrequires capital for its contemplated operational and marketing activitiesexpect totakecontinueplace.to incur operating losses for the foreseeable future. As a result, there is substantial doubt about our ability to continue as a going concern as we need approximately $20,000,000 over the next twelve months to maintain our operations schedule. The Company’s ability to raise additional capital through debt or future issuances of capital stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern.
“For the six months ended July 31, 2026, compared to the six months ended July 31, 2025”see in full comparison
“The securities were offered and sold to accredited investors in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. The Company did not engage in general solicitation or advertising in connection with the offering.”see in full comparison
Full comparison: every changed paragraph (36)
These
forward-looking statements, which reflect our management’s beliefs, objectives, and expectations as of the date hereof, are
based based
on the best judgment of our management. All forward-looking statements made by us in this Form 10-Q are based only on
information currently
available to us and speak only as of the date on which they are made. Forward-looking statements in this
report and in other Company statements include statements regarding expected commencement dates of mining or metal production
operations, projected quantities of future metal production, anticipated production rates, operating efficiencies, costs and
expenditures as well as projected demand or supply for the Company’s products. Actual results could differ materially
depending upon factors including the risks and uncertainties related to general U.S. and international economic and political
conditions, the cyclical and volatile prices of copper, other commodities and supplies, including fuel and electricity, availability
of materials, insurance coverage, equipment, required permits or approvals and financing, the occurrence of unusual weather or
operating conditions, lower than expected ore grades, water and geological problems, the failure of equipment or processes to
operate in accordance with specifications, failure to obtain financial assurance to meet closure and remediation obligations, labor
relations, litigation and environmental risks. Future results of operations can be directly affected by metal prices on commodity
exchanges that can be volatile. Such forward-looking statements are subject to certain risks, uncertainties
and assumptions relating
to factors that could cause actual results to differ materially from those anticipated in such statements, including, without
without limitation, the following: economic, social and political conditions, global economic downturns resulting from extraordinary events
events such as the COVID-19 pandemic and other securities industry risks; interest rate risks; liquidity risks; credit risk with clients
and counterparties; risk of liability for errors in clearing functions; systemic risk; systems failures, delays and capacity
constraints;
network security risks; competition; reliance on external service providers; new laws and regulations affecting our
business; net capital
requirements; extensive regulation, regulatory uncertainties and legal matters; failure to maintain
relationships with employees, customers,
business partners or governmental entities; the inability to achieve synergies or to
implement integration plans and other consequences
associated with risks and uncertainties detailed in our filings with the SEC,
including our most recent filings on Forms 8-K, 10-K and 10-Q, as well as our registration statement on Form S-1 originally filed
10-Q.with the SEC on October 7, 2025, subsequently amended, and declared effective on July 1, 2026 (SEC file no. 333-290746).
This
discussion should be read in conjunction with our financial statements filed onin our Form 8-K10-K onfor the fiscal year ended January 27,31, 2023, our 2026 Form 10-K,2026,
and our condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q.
To
determine material mining operations in accordance with subpart 1300 of SEC Regulation S-K, management considered both quantitative
and and
qualitative factors, assessed in the context of the Company’s overall business and financial condition. The Company
concluded that,
as of the date of the filing of this Report, its sole material mining operation is the CuMo Project.Project (defined below). The Company
will update its assessment
of individual material mines on an annual basis.
Pursuant
to Item 1302(b)(5) of Regulation S-K (17 C.F.R. §229.1302(b)(5)), the Company states that the TRS was prepared by Shaun M.
Dykes Dykes
(our former Vice President and former Director), M. Sc. (Eng), P. Geo of Geologic Systems, Ltd. Mr. Dykes is currently servingserved as a
technical technical
advisor to the registrant.registrant during the fiscal year ended January 31, 2026. Mr. Dykes meetsmet the qualifications specified under the definition of “Qualified
Person” under
Item 1300 of Regulation S-K.
The CuMo project (the “CuMo Project”) currently consists of one hundred and twenty-six (126) federal unpatented lode mining claims, and six (6) patented mining claims. In total, the project comprises approximately 2,640 acres. The unpatented lode mining claims and patented claims are situated in an unorganized mining district, in Boise County, Idaho, spanning Sections in Township 7N and 8N, Range 5E and 6E, Boise Meridian.
Other Recent Developments
On
April 17, 2026, the Company completed a private placement of convertible promissory notes and warrants for aggregate gross proceeds of
approximately $1.36 million. The notes maturematured 12 months from issuance and are convertible into shares of the Company’s common stock
at an initial conversion price of $6.00 per share, subject to customary adjustments. In connection with a national securities exchange
listing and firm commitment underwritten offering, the notes willwere to automatically convert into the securities offered at the lower of 70%
of the offering price or $6.00$6.50 per share. On or about July 2, 2026, the Company listed its common stock and publicly-traded warrants on the NYSE American as
described below and subsequently completed an underwritten offering (the “Listing and Offering”), and these convertible notes
therefore converted into an aggregate of 226,332 shares of common stock, which were issued to the note holders.
In
connection with the offering, investors received warrants to purchase an aggregate of 226,332 shares of common stock at an exercise price
of $7.50 per share for a five-year term. The warrant exercise price iswas subject to adjustment and maycould be reduced to an amount equal to
125% of the conversion price of the notes. Of the $1,357,947 principal amount of notes issued, $102,947 represented the exchange of existing
indebtedness by two investors on a dollar-for-dollar basis, with no discount applied. As a result of the Listing and Offering, the exercise price of the warrants was adjusted to $4.24375 per share.
On May 28, 2026, the Company completed a second closing under the offering for gross proceeds of $185,000. In connection with the second closing, investors received warrants to purchase an aggregate of 30,833 shares of common stock. As a result of the Listing and Offering, these convertible notes converted into an aggregate of 30,833 shares of common stock, which were issued to the note holders, and the exercise price of the warrants was adjusted to $4.24375 per share.
The
securities were offered and sold to accredited investors in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation
D. The Company did not engage in general solicitation or advertising in connection with the offering.
TheIn
connection with these private offerings, the Company engaged ThinkEquity LLC as exclusive placement agent and paid customary
fees, including placement agent warrants.
On July 2, 2026, in connection with the simultaneous listing of the Company’s common stock and publicly-traded warrants on the NYSE American, LLC (the “NYSE American”), the Company entered into an underwriting agreement with ThinkEquity, LLC, pursuant to which the Company sold 3,712,000 shares of common stock and warrants to purchase 4,723,287 shares of common stock, for an aggregate purchase price of $18,008,768, netting the Company $16,548,166 in cash after payment of various offering expenses and commissions.
The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed
consolidated financial statements and notes thereto for the three and six months ended AprilJuly 30,31, 2026, and 2025, and related management
discussion discussion
herein.
Several
conditions and events cast substantial doubt about the Company’s ability to continue as a going concern. The Company has incurred
cumulative net losses of $41,729,836$43,936,530 from its inception to AprilJuly 30,31, 2026. On July 31, 2026, we had $12,121,420 in cash. Our working capital
surplus was $10,179,539 on July 31, 2026. We currently do not generate revenues and requires capital for its contemplated operational and
marketing activitiesexpect to takecontinue place.to incur operating losses for
the foreseeable future. As a result, there is substantial doubt about our ability to continue as a going concern as we need approximately
$20,000,000 over the next twelve months to maintain our operations schedule. The Company’s ability to raise additional capital
through debt or future issuances of capital
stock is unknown. The obtainment of additional financing, the successful development of the
Company’s contemplated plan of operations,
and its transition, ultimately, to the attainment of profitable operations are necessary
for the Company to continue operations. The
ability to successfully resolve these factors raises substantial doubt about the Company’s
ability to continue as a going concern.
For
the three months ended AprilJuly 30,31, 2026, compared to the three months ended AprilJuly 30,31, 2025
The Company had operating expenses of $1,073,343 for the three months ended July 31, 2026, compared to $701,469 for the three months ended July 31, 2025, as reflected in the table below:
The increases in operations expense, professional fees, and payroll and related expenses in the most comparative period primarily result from our increasing operational, fundraising, and stock exchange listing initiatives during 2026.
The
Company had operating expenses of $1,340,324 for the three months ended April 30, 2026, compared to $563,138 for the three months
ended April 30, 2025. The increase was primarily due to the increase in professional fees ($714,862 for the three months ended April
30, 2026 compared to $170,324 for the same period in 2025) related to legal fees and financing fees, an increase in payroll and related expenses ($182,500 for the three
months ended April 30, 2026 compared to $65,000 for the same period in 2025), an increase in rent expense ($11,510 for the three
months ended April 30, 2026 compared to $9,930 for the same period in 2025), an increase in stock-based compensation ($345,000 for
the three months ended April 30, 2026 compared to $277,500 for the same period in 2025), and an increase in other general and
administrative expenses ($86,452 for the three months ended April 30, 2026 compared to $40,384 for the same period in
2025).
The
Company had other expenses, net, of $171,606$1,133,351 for the three months ended AprilJuly 30,31, 2026, compared to $119,750$76,495 of expense for the three
months ended AprilJuly 30.31, 2025.2025, as reflected in the table below:
The increase in other expense relates to the debt discounts being fully amortized with the repayment of the convertible notes payable in July 2026.
The
Company had a net loss of $1,511,930$2,206,694 for the three months ended AprilJuly 30,31, 2026, compared to $682,888$777,964 for the three months ended AprilJuly 31,
30, 2025.
For the six months ended July 31, 2026, compared to the six months ended July 31, 2025
Revenue
The Company has had no revenue historically to date.
Operating Expenses
The Company had operating expenses of $2,413,667 for the six months ended July 31, 2026, compared to $1,264,607 for the six months ended July 31, 2025, as reflected in the table below:
The increases in operations expense, professional fees, and payroll and related expenses in the most comparative period primarily result from our increasing operational, fundraising, and stock exchange listing initiatives during 2026.
Other Income / Expenses
The Company had other expenses, net, of $1,304,957 for the six months ended July 31, 2026, compared to $196,245 of expense for the six months ended July 31, 2025, as reflected in the table below:
The increase in other expense relates to the debt discounts being fully amortized with the repayment of the convertible notes payable in July 2026.
Net Loss
The Company had a net loss of $3,718,624 for the six months ended July 31, 2026, compared to $1,460,852 for the six months ended July 31, 2025.
As
of AprilJuly 30,31, 2026, the Company had cash of $164,216.$12,121,420. We do not have sufficient resources to effectuate our business. We estimate
that ongoing expenses will be comprised primarily
of general expenses including overhead, legal and accounting fees. The Company
does not project revenue for the next few years, as is
typical in mining companies. The Company has and will continue to raise
capital to fund theoperational expenses. To maintain our plan of growth,
we need to raise a minimum of an additional $12,000,000.$20,000,000 over the next twelve months to maintain our operations schedule.
These factors raise substantial doubts about the Company’s ability to
continue as a going concern.
Operations
used cash of $855,058$3,281,020 for the threesix months ended AprilJuly 30,31, 2026, compared to cash used of $225,967$326,123 for the same period in 2025.
We
used cash in investing activities of $0$500,000 for the threesix months ended AprilJuly 30,31, 2026, compared to $0 for the same period in 2025.
We
had cash provided by financing activities for the threesix months ended AprilJuly 30,31, 2026, of $995,000$15,878,166 compared to $133,000$227,000 for the same period
in 2025.
COPR insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding COPR (13F)
None of the 59 investors we track reported a position in their latest 13F.