What changed in this filing

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Item 1. Business

2026-03-17 compared with 2025-04-22 · 154 added, 107 removed, 427 unchanged (38% of the section changed)

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deposit in Idaho (United States), (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

To date, approximately $28 million has been invested into the CuMo project.

unpatented lode mining claims and patented claims are situated in Boise County, Idaho, spanning Sections in Township 7N and 8N, Range

5E and 6E, Boise Meridian.

Copper seeks to capitalize on the looming copper supply deficit by advancing one of the potentially largest untapped copper projects

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Economic Assessment (PEA) was completed in May 2020 by SRK Consulting (Canada) Inc.

CuMo Project currently consists of one hundred and twenty-six (126) federal unpatented lode mining claims, and six (6) patented mining

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.

CuMo deposit is situated within the Idaho batholith and is part of a regional scale belt of porphyry and related deposits identified

as the Idaho-Montana Porphyry Belt.

Igneous complexes in this belt are interpreted to be related to an Eocene, intra-arc rift, and are

characterized by alkalic rocks in the northeast, mixed alkalic and calc-alkalic rocks in the middle, and calc-alkaline rocks in the southwest.

The CuMo deposit is located at the southwestern end of this belt and is associated with a calc-alkalic monzogranite, reported as 45-52Ma

age that intrudes Cretaceous equigranular intrusive rocks of the Atlanta Lobe of the Idaho Batholith.

The CuMo area is underlain by biotite

granodiorite, the most common rock type of the Atlanta lobe of the Idaho batholith.

All of the felsic intrusive phases contain molybdenite

(MoS2) mineralization.

Sorting and Updated Preliminary Economic Assessment

Copper presently is investigating the potential to utilize additional ore sorting technologies to optimize the separation of waste and

low grade ore from higher grade mill feed post-mining and increase the head grade of ore being fed to a concentrator.

The thin-veined,

stockwork nature of the CuMo deposit lends itself well to ore sorting, since mineralized veins at CuMo largely carry the metals of interest

and are much different from waste in appearance.

A visual scanning exercise of all of the core recovered from previous drilling activities

described herein revealed that up to 84% of the waste and lower grade ore mined can be theoretically separated from higher grade material

through application of ore sorting, versus the 28% separation factor that SRK Consulting (Canada) Inc.

(“SRK”) conservatively

used in its 2020 Preliminary Economic Assessment (“PEA”).

There are over 90 active mines in the world today which utilize

some form of ore sorting.

Position in the Industry

mineral exploration, development, and production industry are largely un-integrated.

The Company competes with other exploration companies

looking to acquire and obtain financing for the exploration and development of mineral resource properties.

While the Company competes

with other exploration companies to locate and acquire mineral resource properties, it may also compete with them for the removal or

sales of mineral products from its properties if it should eventually discover their presence in quantities sufficient to make production

economically feasible.

Readily available markets for the sale of mineral products only sometimes exist for all mineral commodities;

the principal CuMo Project commodities of copper, silver and molybdenum are traded on international exchanges and therefore, at a minimum

a terminal market exists for which these commodities can be delivered and sold.

History (2020 – 2022)

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subsidiary of the Company.

owns and controls the mining claims and rights to the CuMo Project, a large primary molybdenum deposit with silver and copper co-products and also byproducts tungsten and rhenium.

Located in Boise County, Idaho, ICUMO was formed to determine the geologic and environmental factors that will determine the future development

plan of the CuMo Project.

owns and controls the mining claims and rights to the CuMo Project, a large primary molybdenum deposit with silver and copper co-products

and also byproducts tungsten and rhenium.

Located in Boise County, Idaho, ICUMO was formed to determine the geologic and environmental

factors that will determine the future development plan of the CuMo Project.

to the terms of the Share Exchange Agreement, each share of ICUMO’s Common Stock held by the ICUMO Shareholders was converted into

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The unpatented lode mining claims and patented claims are situated

in an unorganized mining district, in Boise County, Idaho, spanning Sections in Township 7N and 8N, Range 5E and 6E, Boise Meridian, and are within the Boise National Forest.

CuMo deposit is situated within the geological occurrence called the Idaho batholith and is part of a regional scale belt of

porphyry and related deposits identified as the Idaho-Montana Porphyry Belt.

Igneous complexes in this belt are interpreted to be

related to an Eocene, intra-arc rift, and are characterized by alkalic rocks in the northeast, mixed alkalic and calc-alkalic rocks

in the middle, and calc-alkaline rocks in the southwest.

The CuMo deposit is located at the southwestern end of this belt and is

associated with a calc-alkalic monzogranite, reported as 45-52Ma age that intrudes Cretaceous equigranular intrusive rocks of the

Atlanta Lobe of the Idaho Batholith.

The CuMo area is underlain by biotite granodiorite, the most common rock type of the Atlanta

lobe of the Idaho batholith.

All of the felsic intrusive phases contain molybdenite (MoS2) mineralization.

in an unorganized mining district, in Boise County, Idaho, spanning Sections in Township 7N and 8N, Range 5E and 6E, Boise Meridian,

and are within the Boise National Forest.

CuMo deposit is situated within the geological occurrence called the Idaho batholith and is part of a regional scale belt of porphyry

and related deposits identified as the Idaho-Montana Porphyry Belt.

Igneous complexes in this belt are interpreted to be related to an

Eocene, intra-arc rift, and are characterized by alkalic rocks in the northeast, mixed alkalic and calc-alkalic rocks in the middle,

and calc-alkaline rocks in the southwest.

The CuMo deposit is located at the southwestern end of this belt and is associated with a calc-alkalic

monzogranite, reported as 45-52Ma age that intrudes Cretaceous equigranular intrusive rocks of the Atlanta Lobe of the Idaho Batholith.

The CuMo area is underlain by biotite granodiorite, the most common rock type of the Atlanta lobe of the Idaho batholith.

felsic intrusive phases contain molybdenite (MoS2) mineralization.

CuMo deposit is located adjacent to a historic gold mining camp.

Gold was discovered in the Boise Basin in 1862 and lode mining began within

Gold was discovered in the Boise Basin in 1862 and lode mining began

within a year.

As of 1940, total gold production amounted to 2.8 million ounces of which 74% was from placer operations.

More gold has been

produced from the Boise Basin than any other mining locality in Idaho.

More gold has

been produced from the Boise Basin than any other mining locality in Idaho.

Although they are primarily gold deposits, considerable silver

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a milling rate of 150,000 tons per day, and an initial mine life of 30 years.

It also incorporated particle-based ore sorting

technology to remove 28% of the mining waste from the ore stream, prior to entering the concentrator.

It also incorporated particle-based ore sorting technology

to remove 28% of the mining waste from the ore stream, prior to entering the concentrator.

mineral resource estimates contained in the TRS are based on drilling completed through 2012 on a total of 65 diamond drill holes totaling

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are reported in in accordance with §§229.1300 through 229.1305 (subpart 229.1300 of Regulation S-K).

resource estimate was based on a total of 65 diamond drill holes totaling 36,166 m (118,654 ftNine of the 65 diamond drill holes were

resource estimate was based on a total of 65 diamond drill holes totaling 36,166 m (118,654 ft).

Nine of the 65 diamond drill holes were

completed in 2012.

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The price used in this study for MoO 3 is $10/lb.

is calculated from MoS 2 by the following:

MoO 3 is calculated from MoS 2 by the following:

Mo = MoS 2 * 20 / 1.6681

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and is critical to the operations of the Company.

March 14, 2025, the Company received a Decision Notice and Finding of No Significant Impact from the USFS approving for its

Exploration Plan of Operations by the USFS (pursuant to an Environmental Assessment published by the USFS under the National

Environmental Policy Act of 1970 (NEPA)) for the commencement of drilling and exploration activities.

Consequently, the Company can

legally undertake exploration on federal lands in 2025.

In addition, material approvals that the Company will need for its planned

2025 exploration activities will need to come from the Idaho Department of Water Resources, the Idaho Department of Environmental

Quality, and Boise County Department of Roads.

The Plan of Operations permits the Company to conduct exploration from April 15 to

December 15 each calendar year for a 4-year period starting in 2025, and the Company believes that each of such additional material

approvals will be applied for and received prior to April 15, 2025.

March 14, 2025, the Company received a Decision Notice and Finding of No Significant Impact from the USFS approving for its Exploration

Plan of Operations by the USFS (pursuant to an Environmental Assessment published by the USFS under the National Environmental Policy

Act of 1970 (NEPA)) for the commencement of drilling and exploration activities.

Consequently, the Company can legally undertake exploration

on federal lands in 2025.

In addition, material approvals that the Company will need for its planned 2025 exploration activities will

need to come from the Idaho Department of Water Resources, the Idaho Department of Environmental Quality, and Boise County Department

The Plan of Operations permits the Company to conduct exploration from April 15 to December 15 each calendar year for a 4-year

period starting in 2025, and the Company believes that each of such additional material approvals will be applied for and received prior

to April 15, 2025.

However, the Company notes that if a lawsuit is filed by Non-Governmental Organization (NGO’s) or others challenging

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are no legal encumbrances affecting the properties except for the pledges of security under certain notes and debentures.

to future permits and approvals beyond exploration, needed for development, construction and operation of a mining project at CuMo,

and assuming that technical and economic evaluation of a project merits such development, the Company first will need to conduct

extensive baseline environmental studies, hydrological studies, additional plant and animal surveys, and related activities required

under NEPA to allow the USFS to publish an Environmental Impact Statement (EIS).

If drilling and exploration activities are

completed during 2025 (assuming no legal challenges), the Company anticipates that it will begin additional technical analysis for a

Preliminary Feasibility Study (PFS), described below, and commence environmental baseline work during 2025, leading to a PFS

publication conceivably within 18 months.

If the PFS results are positive, the Company would continue with additional technical

work, environmental work, preliminary engineering work, all in order to develop a Bankable Feasibility Study (BFS) and submit to the

federal agency a Plan of Operations for construction, development and operation of a mining project under an EIS.

estimates that with no legal challenges, an EIS could be published by the USFS as early as 2029.

The Company again notes that

possible legal challenges from NGO’s could potentially prevent exploration in 2025 and can extend these approximate

to future permits and approvals beyond exploration, needed for development, construction and operation of a mining project at CuMo, and

assuming that technical and economic evaluation of a project merits such development, the Company first will need to conduct extensive

baseline environmental studies, hydrological studies, additional plant and animal surveys, and related activities required under NEPA

to allow the USFS to publish an Environmental Impact Statement (EIS).

If drilling and exploration activities are completed during 2026

(despite the current legal challenges), the Company anticipates that it will begin additional technical analysis for a Preliminary Feasibility

Study (PFS), described below, and commence environmental baseline work during 2025, leading to a PFS publication conceivably within 18

If the PFS results are positive, the Company would continue with additional technical work, environmental work, preliminary engineering

work, all in order to develop a Bankable Feasibility Study (BFS) and submit to the federal agency a Plan of Operations for construction,

development and operation of a mining project under an EIS.

The Company estimates that with no legal challenges, an EIS could be published

by the USFS as early as 2029.

The Company again notes that the current legal challenges from NGO’s could potentially prevent exploration

in 2026 and can extend these approximate timelines.

Controls and Data Verification

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some form of ore sorting.

2024, the Company contracted with MineSense, Technologies Ltd., of Vancouver, BC, Canada, who, using their ShovelSense scanning

systems, which employ X-ray fluorescence (the “XRF”) surface scanning sensor technology, successfully tested ore from CuMo and determined positively it amenability

to ore sorting.

These systems are installed

directly on mine shovel buckets and scan the blasted material as the shovel scoops it up, allowing the mine operator, based on

cutoff grades, to differentiate ore from waste at the mining face.

ShovelSense is currently being used successfully by at least

three large producing copper open pit mines (Highland Valley BC, Copper Mountain BC, and Carmen de Andacollo Chile).

The MineSense

agreement is for the sum of $65,000.

2024, the Company contracted with MineSense, Technologies Ltd., of Vancouver, BC, Canada, who, using their ShovelSense scanning systems,

which employ X-ray fluorescence (the “XRF”) surface scanning sensor technology, successfully tested ore from CuMo and determined

positively its amenability to ore sorting.

These systems are installed directly on mine shovel buckets and scan the blasted material as

the shovel scoops it up, allowing the mine operator, based on cutoff grades, to differentiate ore from waste at the mining face.

is currently being used successfully by at least three large producing copper open pit mines (Highland Valley BC, Copper Mountain BC,

and Carmen de Andacollo Chile).

The MineSense agreement is for the sum of $65,000.

Contemporaneously

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Consequently, this will in theory allow the Company to significantly reduce capital and operating costs.

Company initially contracted with SGS Bateman, Inc., (“SGS”) a noted professional mining industry consulting firm, to

undertake metallurgical test work and act as lead author and Qualified Person(s) (QP), to publish an updated PEA, utilizing ore

sorting results to revise the technical and economic sections of the document.

The key terms of the SGS contract are, for an

estimated cost of $429,000 (and an initial deposit of $110,000), SGS, and except for ore sorting, SGS was to provide all of the technical input for a Canadian NI-43-101

Company initially contracted with SGS Bateman, Inc., (“SGS”) a noted professional mining industry consulting firm, to undertake

metallurgical test work and act as lead author and Qualified Person(s) (QP), to publish an updated PEA, utilizing ore sorting results

to revise the technical and economic sections of the document.

The key terms of the SGS contract are, for an estimated cost of $429,000

(and an initial deposit of $110,000), SGS, and except for ore sorting, SGS was to provide all of the technical input for a Canadian NI-43-101

equivalent Technical Report and a compliant US SK-1300 Technical Report.

These reports will include all technical studies

including geologic resources, mineable resources, pit optimization, mine planning and equipment scheduling, metallurgical analysis,

concentrator design, capital and operating cost estimates, and an economic analysis.

SGS is currently conducting at its Lakefield,

Ontario, Canada laboratories, metallurgical testwork on representative, post-ore sorting, higher-grade ore samples which were

provided by the Company.

As to ore sorting, the Company has engaged Lycopodium, Inc, of Ontario, Canada, for a cost of roughly

US$80,000, to provide a QP for expert ore sorting analysis of the MineSense sorting results which will be incorporated into the

The Company dismissed SGS Bateman in February 2025 and hired Barr Engineering Inc.

(“Barr”) to act as overall author of and

QP for the updated PEA.

These reports will include all technical studies including geologic

resources, mineable resources, pit optimization, mine planning and equipment scheduling, metallurgical analysis, concentrator design,

capital and operating cost estimates, and an economic analysis.

SGS is currently conducting at its Lakefield, Ontario, Canada laboratories,

metallurgical testwork on representative, post-ore sorting, higher-grade ore samples which were provided by the Company.

As to ore sorting,

the Company has engaged Lycopodium, Inc, of Ontario, Canada, for a cost of roughly US$80,000, to provide a QP for expert ore sorting

analysis of the MineSense sorting results which will be incorporated into the updated PEA.

Company dismissed SGS Bateman in February 2025 and hired Barr Engineering Inc.

(“Barr”) to act as overall author of and QP

for the updated PEA.

SGS Lakefield, however, is continuing with its metallurgical evaluations.

The Company is currently discussing

with SGS Bateman the outstanding invoices, paid this far and the cost of any remaining work by SGS Lakefield.

The Company is currently discussing with

SGS Bateman the outstanding invoices, paid this far and the cost of any remaining work by SGS Lakefield.

The Barr contract is for $433,000.

Expected budget for all of the work identified above is roughly $1 million.

The updated PEA is anticipated to be

published in mid-2025.

The updated PEA is anticipated to be published in mid-2026.

Exploration and Metallurgical Studies;

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completion of the updated PEA, and under the approval by the USFS of approval of the Company’s Exploration Plan of Operations.

The Company intends to procced with additional

exploration, including infill, expansion, and geotechnical pit wall drilling.

The infill work is intended to enable the Company to

reclassify resources currently labeled as Inferred, to the level of Indicated, or Measured and Indicated.

The Company has

tentatively budgeted $12 million for this drilling and exploration work.

The Company intends to procced with additional exploration, including infill, expansion, and geotechnical pit wall drilling.

work is intended to enable the Company to reclassify resources currently labeled as Inferred, to the level of Indicated, or Measured

and Indicated.

The Company has tentatively budgeted $12 million for this drilling and exploration work.

Company also plans to initiate additional metallurgical studies to (1) determine the optimal concentrator design for both copper-silver,

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will take on the order of four (4) months to complete.

undertakings, along with a number of additional studies, are part of the Company’s plan to develop an independent third-party Pre-Feasibility Study (PFS) for the CuMo Project.

In addition to the exploration and metallurgical work, explained above, the PFS will include expenditures for infrastructure and road

improvements, environmental and permitting work, preliminary engineering, community, and public/government relations work, and potentially

costs for expansion of the current land position.

undertakings, along with a number of additional studies, are part of the Company’s plan to develop an independent third-party Pre-Feasibility

Study (PFS) for the CuMo Project.

In addition to the exploration and metallurgical work, explained above, the PFS will include expenditures

for infrastructure and road improvements, environmental and permitting work, preliminary engineering, community, and public/government

relations work, and potentially costs for expansion of the current land position.

Position in the Industry

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plans or similar plans under any applicable laws.

February 28, 2024, through March 28, 2024, the Company conducted a private placement offering pursuant to which it entered into

subscription purchase agreements with accredited investors for an aggregate of 162.66 Units (the “Units”), at a purchase

price of $12,000 per Unit for an aggregate purchase price of approximately $1,952,000 (the “Newbridge Private Placement

Each Unit comprised of one (1) share of Series A Convertible Non-Voting Preferred Stock, $0.001 par value per

share, and (ii) 62,500 Common Stock purchase warrants (the “Warrants”).

The Warrants entitle the holders to shares of

Common Stock for three (3) years, at an exercise price of $0.24 per share.

Newbridge Securities Corporation acted as the sole

placement agent (the “Placement Agent”) on a best-efforts basis pursuant to a Placement Agency Agreement dated September

7, 2023, as amended on December 27, 2023.

Pursuant to this agreement, the Placement Agent received cash commissions of $195,200,

representing 10.0% of the gross purchase price of the Units sold.

Certain members of the Placement Agent participated as investors

in the Newbridge Private Placement Offering.

February 28, 2024, through March 28, 2024, the Company conducted a private placement offering pursuant to which it entered into subscription

purchase agreements with accredited investors for an aggregate of 162.66 Units (the “Units”), at a purchase price of $12,000

per Unit for an aggregate purchase price of approximately $1,952,000 (the “Newbridge Private Placement Offering”).

comprised of one (1) share of Series A Convertible Non-Voting Preferred Stock, $0.001 par value per share, and (ii) 62,500 Common Stock

purchase warrants (the “Warrants”).

The Warrants entitle the holders to shares of Common Stock for three (3) years, at an

exercise price of $0.24 per share.

Newbridge Securities Corporation acted as the sole placement agent (the “Placement Agent”)

on a best-efforts basis pursuant to a Placement Agency Agreement dated September 7, 2023, as amended on December 27, 2023.

this agreement, the Placement Agent received cash commissions of $195,200, representing 10.0% of the gross purchase price of the Units

Certain members of the Placement Agent participated as investors in the Newbridge Private Placement Offering.

to the Subscription Agreements, the Company agreed to file a registration statement with the Securities and Exchange Commission to register

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pay the Subscribers 2.5% of their respective purchase price for each 30 days that the registration statement is not filed, with a maximum

April 5, 2024, the Company’s board of directors (the “Board”) approved an amendment to the Company’s Amended

and Restated Articles of Incorporation to effect a reverse stock split of the Company’s issued and outstanding Common Stock at

a ratio of not less than 1-for-2 and not more than 1-for-30, with the exact ratio to be determined by the Board in its sole discretion.

September 10, 2025, the Board determined to effectuate

1-for-20 reverse stock split (the “Reverse Stock Split”) and

filed a Certificate of Change to the Company’s Amended and Restated Articles of Incorporation on October 15, 2025.

Stock Split became effective on December 15, 2025.

All shares and per share amounts in the financial statements have been retrospectively

adjusted for all periods presented to reflect the Reverse Stock Split.

International

Energy & Mineral Resources Investment Company Limited Lawsuit

September 12, 2025, International Energy & Mineral Resources Investment Company Limited (“IEMR”), a shareholder of the

Company, filed a lawsuit in the Fourth Judicial District of Idaho seeking a declaratory judgment that the Lock-Up Agreement dated December

21, 2022, and its First Amendment dated March 30, 2024 (collectively, the “Lock-Up Agreement”) have terminated according

to their terms and that IEMR may freely trade its shares.

Company maintains that IEMR remains subject to the restrictions of the Lock-Up Agreement and filed its response to the lawsuit on September

On November 4, 2025, IEMR filed a motion for summary judgement on its declaratory judgement claim.

The Company’s response

in opposition to the motion for summary judgement is due on January 29, 2026.

On that date, IEMR moved to dismiss the complaint without

prejudice, and the court issued a stipulation dismissing the case.

file annual, quarterly, and current reports and other information with the SEC.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business