Item 1. Business
Item 1. BUSINESS.
Overview
Background
Idaho Copper Corporation (formerly known as Joway
Health Industries Group Inc.) (the “ Company ” or “ Idaho Copper ”), incorporated in Nevada, was initially
engaged in the manufacture, distribution, and sales of tourmaline-related healthcare products through operating entities in China. As
a result of the consummation of the transactions contemplated by the Merger Agreement (the “ Merger Agreement ”), dated
as of December 31, 2020, with Dynamic Elite International Limited, a British Virgin Islands company, Crystal Globe Limited, a British
Virgin Islands company, and Joway Merger Subsidiary Limited, a British Virgin Islands company, the Company no longer had any assets or
business operations. Accordingly, the Company became a shell company, as that term is defined in Rule 12b-2 of the Exchange Act of 1934,
as amended (the “ Exchange Act ”).
On February 3, 2022, the Company consummated the
transactions contemplated by the Stock Purchase Agreement dated as of January 31, 2022 (the “ Purchase Agreement ”),
by and among the Company, Crystal Globe Limited and JHP Holdings, Inc., a Nevada corporation (“ JHP ”), pursuant to which
JHJP purchased 16,644,820 shares of common stock of the Company from Crystal Globe. The shares represented 83% of the issued and outstanding
shares of the Company on a fully diluted basis. The purchase price for the shares paid by JHP was $100,000. Pursuant to the Purchase Agreement,
each of Crystal Globe, the JHP and the Company made customary representations and warranties to each other. In connection with the acquisition
of the 83% by JHP, Jinghe Zhang, the sole officer and director of the Company, resigned and Ramon Lata was appointed as the sole officer
and director of the Company.
Change in Control
On January 23, 2023, the Company entered
into and consummated the transactions contemplated by a share exchange agreement (the “ Share Exchange Agreement ”)
by and among the Company, International CuMo Mining Corporation, an Idaho corporation (“ ICUMO ”), and all of the
shareholders of ICUMO (collectively, the “ ICUMO Shareholders ”). Pursuant to the terms of the Share Exchange
Agreement, the ICUMO Shareholders transferred all the issued and outstanding shares of common stock of ICUMO to the Company in
exchange for newly issued shares of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”). As a result of this share
exchange (the “ Exchange ”), ICUMO became a wholly owned subsidiary of the Company.
ICUMO owns or controls the mining claims and rights
to the CuMo Project, a large primary molybdenum deposit with silver and copper deposits. Located in Boise County, Idaho, ICUMO was formed
to explore the geologic and environmental factors that will determine the future development plan of the CuMo Project. A more detailed
description of ICUMO’s history and business is included in Item 2 below.
Pursuant to the terms of the Share Exchange Agreement,
each share of ICUMO’s common stock held by the ICUMO Shareholders was converted into the right to receive the number of shares of
Common Stock (the “ Exchange Shares ”) equal to an exchange ratio of 1.34 (the “ Exchange Ratio ”).
As a result of the Exchange, a change in control
of the Company has occurred with the ICUMO Shareholders now owning 90.1% of the issued and outstanding shares of Common Stock. Immediately
after giving effect to the Exchange, there were 202,294,000 issued and outstanding shares of Common Stock, held as follows:
●
The stockholders of the Company prior to the Exchange now hold 20,054,000 shares of issued and outstanding Common Stock; and
●
The ICUMO Shareholders now hold 182,240,000 shares of issued and outstanding Common Stock.
Pursuant to the terms of the Share Exchange Agreement,
on January 23, 2023 at the closing of the Exchange (the “ Closing ”) the Company assumed: (i) all ICUMO’s obligations
for the options, whether or not vested, granted to key management personnel pursuant to certain incentive stock option agreements (the
“ Incentive Stock Options ”), and any vested options are now exercisable to purchase shares of Common Stock at an exercise
price of $0.125 until December 31, 2027; and (ii) all ICUMO’s obligations pursuant to certain warrants to purchase shares of ICUMO
common stock (the “ 2021 Warrants ”), which warrants are now exercisable to purchase shares of Common Stock, at an exercise
price of $0.15, until May 11, 2027. These assumed Incentive Stock Options and 2021 Warrants have the same terms and conditions set forth
in their respective agreements immediately prior to the Exchange, except that (i) such options and warrants will be exercisable for that
number of shares of Common Stock equal to the number of shares of ICUMO’s common stock subject to such option and warrants, immediately
prior to the Closing and as adjusted by the Exchange Ratio, and (ii) the initial exercise price per share shall remain as the initial
exercise price per share in effect for that option or warrant immediately prior to the Closing. With respect to these Incentive Stock
Options and 2021 Warrants, the Company assumed, after applying the Exchange Ratio, vested and unvested options to purchase an aggregate
of 56,615,000 shares of Common Stock and warrants exercisable for up to 41,540,000 shares of Common Stock.
At the Closing, Ramon Lata, the sole officer and
director of the Company, resigned from all his offices and from the Board of Directors of the Company (the “ Board ”).
In his place, the Board appointed four new directors, Robert Scannell, John Moeller, Shaun Dykes, and Andrew Brodkey, and the following
four executive officers, Steven Rudofsky as Chief Executive Officer and President, Robert Scannell as Chief Financial Officer, Andrew
Brodkey as Chief Operating Officer, and Shaun Dykes as Vice President, Exploration.
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Private Placement by ICUMO
Prior to entering into the Share Exchange Agreement,
from December 2022 to January 9, 2023, ICUMO conducted a private placement offering whereby it issued and sold convertible secured promissory
notes in the total amount of $898,000 with a conversion price of $0.10 (the “ Notes ”) and 8,980,000 warrants to purchase
ICUMO common stock, with an exercise price of $0.15 (the “ 2023 Warrants ”). As a condition to entering into the Share
Exchange Agreement, ICUMO and the Company agreed that the Company would exchange the Notes and 2023 Warrants for notes and warrants issued
by the Company on substantially comparable terms and conditions. Such replacement notes and warrants were issued by the Company to the
holders of the Notes and 2023 Warrants on January 23, 2023 (the “ Replacement Notes and Warrants ”). After applying the
Exchange Ratio to the conversion rate, the Company now has outstanding convertible secured promissory notes in the principal amount of
$898,000 which will convert into shares of Common Stock at an adjusted conversion price of $0.075 per share of Common Stock and 11,973,333
warrants to purchase shares of Common Stock at an adjusted exercise price of $0.15 per share. Principal on the Notes is due and payable
on July 23, 2025. The warrants expire January 9, 2028.
The Replacement Notes and Warrants are secured
by a first priority lien on all of the assets and mining claims of the Company, other than certain patented lode mining claims that represent
approximately 7.3% of the CuMo Project.
The Company continues to be a “smaller reporting
company,” as defined under the Exchange Act, however, as a result of the Exchange, the Company has ceased to be a “shell company”.
In connection with the Exchange, the Company entered
into lock-up and leak-out agreements (“ Lock-Up Agreements ”) with (i) certain majority shareholders of ICUMO, (ii) the
holders of the Incentive Stock Options, (iii) the majority stockholder of the Company prior to the Exchange; and (iv) certain service
providers who will receive shares of Common Stock as payment for services rendered in connection with the Share Exchange Agreement. These
Lock-Up Agreements cover the Exchange Shares, any Common Stock issued pursuant to the exercise of any Incentive Stock Options or 2021
Warrants, and all shares of Common Stock issued to such service providers (the “ Covered Securities ”). The Lock-up Agreements
provide that the Covered Securities are subject to an 18-month lock-up from January 23, 2023, subject to (i) early release upon the
Company up-listing to a national securities exchange, and (ii) termination upon certain corporate events and transactions, and also provide
for certain limited permitted transfers where the recipient takes the shares subject to the restrictions in the Lock-Up Agreement. At
the end of the lock-up period, the Covered Securities are subject to a one-year leak-out restriction for public resales of five percent
of the trailing ten (10) day average trading volume of the Common Stock. The Company may waive these restrictions.
In connection with the transactions contemplated
by the Share Exchange Agreement, prior to the Closing, the Company assigned all the amounts owed to a third-party service provider to
JHP, the former controlling stockholder of the Company. Pursuant to the terms of this Debt Assignment and Release Agreement, JHP Holdings,
Inc. assumed all the outstanding debts of the Company as of January 23, 2023.
Name Change
On February 7, 2023, the Board and the holder
of 121,343,700 shares of Common Stock, representing approximately 59.98% of the Company’s voting equity, approved by written consent,
in accordance with the applicable provisions of Nevada law, the execution and filing of a Certificate of Amendment to the Articles of
Incorporation of the Company (the “ Amendment ”) with the Nevada Secretary of State, to effect the change of the Company’s
name from “Joway Health Industries Group Inc.” to “Idaho Copper Corporation”. On March 9, 2023, the Company filed
the Amendment with the Nevada Secretary of State, with immediate effect.
Available Information
We file annual, quarterly, and current reports
and other information with the SEC. You may read and copy any reports, statement or other information that we file with the SEC at the
SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at (202) 551-8090 for further
information on the public reference room. These SEC filings are also available to the public from commercial document retrieval services
and at the Internet site maintained by the SEC at http://www.sec.gov.
Although the Company does not have a dedicated
website, information about the CuMo Project can be found on the website of the Company’s majority shareholder https://cumoco.com.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (this “ Report ”)
for the Company, contains forward-looking statements, including, without limitation, in the sections captioned “Business and Properties,”
“Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”
and elsewhere. Any and all statements contained in this Report that are not statements of historical fact may be deemed forward-looking
statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,”
“estimate,” “pro-forma,” “predict,” “potential,” “strategy,” “anticipate,”
“attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,”
“expect,” “future” and terms of similar import (including the negative of any of the foregoing) may be intended
to identify forward-looking statements. Not all forward-looking statements, however, may contain one or more of these identifying terms.
Forward-looking statements in this Report may include, without limitation, statements regarding (i) the plans and objectives of management
for future operations, (ii) a projection of income, earnings per share, capital expenditures, dividends, capital structure or other financial
items, (iii) the Company’s future financial performance, including any such statement contained in a discussion and analysis of
financial condition by management or in the results of operations included pursuant to the rules and regulations of the Securities and
Exchange Commission (the “ SEC ”) and (iv) the assumptions underlying or relating thereto.
The forward-looking statements are neither historical
facts nor assurances of future performance and are not meant to predict or guarantee actual results, performance, events, or circumstances.
Instead, they are based upon the Company’s current projections, plans, objectives, beliefs, expectations, estimates and assumptions.
Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances
that are difficult to predict and many of which are outside of the Company’s control. Actual results, the timing of certain events
and circumstances, and financial condition may differ materially from those indicated by the forward-looking statements as a result of
these risks and uncertainties. Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and
uncertainties related to them. Any forward-looking statement made by the Company in this Report is based only on information currently
available to the Company and speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update any
forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future
developments or otherwise.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.