What changed in this filing

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Item 1. Business

2025-04-22 compared with 2024-05-15 · 502 added, 303 removed, 32 unchanged (96% of the section changed)

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”).

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.

represented 83% of the issued and outstanding shares of the Company on a fully diluted basis.

The purchase price for the shares paid

by JHP was $100,000.

Pursuant to the Purchase Agreement, each of Crystal Globe, JHP and the Company made customary representations and

warranties to each other.

In connection with the acquisition of the 83% by JHP, Jinghe Zhang, the sole officer and director of the Company,

resigned and Ramon Lata was appointed as the sole officer and director of the Company.

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”).

of this share exchange (the “Exchange”), ICUMO became a wholly owned subsidiary of the Company.

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

Copper Corporation is a mineral exploration and development company, focused on exploring and developing a large copper-molybdenum-silver

deposit in Idaho (United States), (the “CuMo project”).

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

in the United States.

The economics of the project benefit from extensive high-value co-products including molybdenum and silver.

A Preliminary

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

History (2020 – 2022)

Copper Corporation (formerly known as Joway Health Industries Group Inc.), incorporated in Nevada, was initially engaged in the manufacture,

distribution, and sales of tourmaline-related healthcare products through operating entities in China.

As a result of the consummation

of the transactions contemplated by the Merger Agreement dated as of December 31, 2020, with Dynamic Elite International Limited, a British

Virgin Islands company, Crystal Globe Limited, a British Virgin Islands company, and Joway Merger Subsidiary Limited, a British Virgin

Islands company, the Company no longer had any assets or business operations.

Accordingly, the Company became a shell company, as that

term is defined in Rule 12b-2 of the Exchange Act.

February 3, 2022, the Company consummated the transactions contemplated by the Purchase Agreement dated as of January 31, 2022 by and

among the Company, Crystal Globe Limited and JHP Holdings, Inc., a Nevada corporation, pursuant to which JHJP purchased 16,644,820 shares

of Common Stock of the Company from Crystal Globe.

The shares represented 83% of the issued and outstanding shares of the Company on

a fully diluted basis.

The purchase price for the shares paid by JHP was $100,000.

Pursuant to the Purchase Agreement, each of Crystal

Globe, JHP and the Company made customary representations and warranties to each other.

In connection with the acquisition of the 83%

by JHP, Jinghe Zhang, the sole officer and director of the Company, resigned and Ramon Lata was appointed as the sole officer and director

of the Company.

History (2023 – Present)

January 23, 2023, the Company entered into and consummated the transactions contemplated by a Share Exchange by and among the Company,

International CuMo Mining Corporation, an Idaho corporation, and the shareholders of ICUMO Shareholders.

Pursuant to the terms of the

Share Exchange Agreement, the ICUMO Shareholders transferred all the issued and outstanding shares of Common Stock of ICUMO to the Company

in exchange for newly issued shares of the Company’s Common Stock As a result of this Share Exchange, ICUMO became a wholly owned

subsidiary of the Company.

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.

A more detailed description of ICUMO’s history and business is included in Item 2 below.

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”).

the right to receive the number of shares of Common Stock equal to an exchange ratio of 1.34.

a result of the Exchange, a change in control of the Company occurred with the ICUMO Shareholders owning 90.1% of the issued and outstanding

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ICUMO Shareholders held 182,240,000 shares of issued and outstanding Common Stock.

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.

The Incentive Stock

Options and 2021 Warrants are (i) exercisable for that number of shares of Common

Stock equal to the number of shares of ICUMO’s common stock subject to such option and warrants, immediately prior to the

Closing and as adjusted by the Exchange Ratio, and (ii) have an initial exercise price per share equal to the initial exercise

price per share in effect for that option or warrant immediately prior to the Closing.

With respect to these Incentive Stock Options

and 2021 Warrants, the Company assumed at Closing, after applying the Exchange Ratio, vested and unvested options to purchase an aggregate of

56,615,000 shares of Common Stock and warrants exercisable for up to 41,540,000 shares of Common Stock.

to the terms of the Share Exchange Agreement, on January 23, 2023 at the Closing of the exchange the Company assumed:

(i) all ICUMO’s

obligations for the options, whether or not vested, granted to key management personnel pursuant to certain Incentive Stock Option agreements,

and any vested options are now exercisable to purchase shares of Common Stock at an exercise price of $0.125 until December 31, 2027;

and (ii) all ICUMO’s obligations pursuant to certain warrants to purchase shares of ICUMO Common Stock, which warrants are now

exercisable to purchase shares of Common Stock, at an exercise price of $0.15, until May 11, 2027.

The Incentive Stock Options and 2021

Warrants are (i) exercisable for that number of shares of Common Stock equal to the number of shares of ICUMO’s Common Stock subject

to such options and warrants, immediately prior to the Closing and as adjusted by the Exchange Ratio, and (ii) have an initial exercise

price per share equal to the initial exercise price per share in effect for that option or warrant immediately prior to the Closing.

With respect to these Incentive Stock Options and 2021 Warrants, the Company assumed at Closing, after applying the Exchange Ratio, vested

and unvested options to purchase an aggregate of 56,615,000 shares of Common Stock and warrants exercisable for up to 41,540,000 shares

of Common Stock.

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.

of the Company.

In his place, the Board appointed four new directors, Robert Scannell, John Moeller, Shaun Dykes, and Andrew Brodkey,

and the following four executive officers, Steven Rudofsky as Chief Executive Officer and President, Robert Scannell as Chief Financial

Officer, Andrew Brodkey as Chief Operating Officer, and Shaun Dykes as Vice President, Exploration.

Placement by ICUMO

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.

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 on January 9, 2028.

it issued and sold Notes in the total amount of $898,000 with a conversion price of $0.10 and 8,980,000 warrants to purchase ICUMO Common

Stock, with an exercise price of $0.15.

As a condition to entering into the Share Exchange Agreement, ICUMO and the Company agreed that

the Company would exchange the Notes and 2023 Warrants for notes and warrants issued by the Company.

Such replacement notes and warrants

were issued by the Company to the holders of the Notes and 2023 Warrants on January 23, 2023.

After applying the Exchange Ratio to the

conversion rate, the Company had outstanding convertible secured promissory notes in the principal amount of $898,000 which will convert

into shares of Common Stock at an adjusted conversion price of $0.075 per share of Common Stock and 11,973,333 warrants to purchase shares

of Common Stock at an adjusted exercise price of $0.15 per share.

Principal on the Notes is due and payable on July 23, 2025.

expire on January 9, 2028.

Replacement Notes and Warrants are secured by a first priority lien on all of the assets and mining claims of the Company, other than

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the Company has ceased to be a “shell company.”

connection with the Exchange, the Company entered into lock-up and leak-out agreements (“Lock-Up Agreements”) with (i)

certain majority shareholders of ICUMO, (ii) the holders of the Incentive Stock Options, (iii) the majority stockholder of the

Company prior to the Exchange;

and (iv) certain service providers who will receive shares of Common Stock as payment for services

rendered in connection with the Share Exchange Agreement.

These Lock-Up Agreements cover the Exchange Shares, any Common Stock

issued pursuant to the exercise of any Incentive Stock Options or 2021 Warrants, and all shares of Common Stock issued to such

service providers (the “Covered Securities”).

The Lock-Up Agreements did not require any additional restrictions to be

added to the Covered Securities at issuance but rather were applicable to the holders of the Covered Securities.

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.

may waive these restrictions.

connection with the Exchange, the Company entered into lock-up and leak-out agreements (“Lock-Up Agreements”) with (i) certain

majority shareholders of ICUMO, (ii) the holders of the Incentive Stock Options, (iii) the majority stockholder of the Company prior

to the Exchange;

and (iv) certain service providers who will receive shares of Common Stock as payment for services rendered in connection

with the Share Exchange Agreement.

These Lock-Up Agreements cover the Exchange Shares, any Common Stock issued pursuant to the exercise

of any Incentive Stock Options or 2021 Warrants, and all shares of Common Stock issued to such service providers (the “Covered

Securities”).

The Lock-Up Agreements did not require any additional restrictions to be added to the Covered Securities at issuance

but rather were applicable to the holders of the Covered Securities.

The Lock-up Agreements provide that the Covered Securities are subject

to an 18-month lock-up from January 23, 2023, subject to (i) early release upon the Company up-listing to a national securities exchange,

and (ii) termination upon certain corporate events and transactions, and also provide for certain limited permitted transfers where the

recipient takes the shares subject to the restrictions in the Lock-Up Agreement.

At the end of the lock-up period, the Covered Securities

are subject to a one-year leak-out restriction for public resales of five percent of the trailing ten (10) day average trading volume

of the Common Stock.

The Company may waive these restrictions.

connection with the transactions contemplated by the Share Exchange Agreement, prior to the Closing, the Company assigned all the amounts

3 unchanged sentences

assumed all the outstanding debts of the Company as of January 23, 2023.

The CuMo Project, Geology and Mineralization

The CuMo Project currently consists of one hundred

and twenty-six (126) federal unpatented lode mining claims, and six (6) patented mining claims.

In total, the project comprises approximately

The unpatented lode mining claims and patented claims are situated in an unorganized mining district, in Boise County, Idaho,

spanning Sections in Township 7N and 8N, Range 5E and 6E, Boise Meridian.

The regional tectonic setting consists of a basement

of amalgamated Archean and Paleoproterozoic crystalline terrains that were joined during the Paleoproterozoic Trans-Montana orogeny, and

are overlain discontinuously by sedimentary rocks of Mesoproterozoic, Neoproterozoic, and Paleozoic ages;

and volcanic and sedimentary

rocks of Eocene and Miocene ages.

Voluminous tonalite to granite bodies of the Idaho batholith and later granitic plutons of Eocene age

intrude the older rocks.

Major deformational episodes superimposed on the Precambrian basement include the Cretaceous Sevier orogeny,

which mainly involved east-vergent “thin-skinned” thrusting;

Eocene extensional deformation, which resulted in development

of metamorphic core complexes;

and basin and range type faulting.

The CuMo deposit is situated within the Idaho batholith

and is part of a regional scale belt of porphyry and related deposits identified as the Idaho-Montana Porphyry Belt.

Igneous complexes

in this belt are interpreted to be related to an Eocene, intra-arc rift, and are characterized by alkalic rocks in the northeast, mixed

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

The CuMo deposit is located at the southwestern

end of this belt and is associated with a calc-alkalic monzogranite, reported as 45-52Ma age that intrudes Cretaceous equigranular intrusive

rocks of the Atlanta Lobe of the Idaho Batholith.

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

CuMo Project, Geology and Mineralization

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, 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.

The CuMo deposit is located in an historic gold mining

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

Although they are primarily gold deposits, considerable silver and minor copper, lead and zinc were produced as byproducts from

The area features two separate mineralizing events

that are referred to as early Tertiary and early Miocene.

The first event consists of gold-quartz veins containing minor sulfide minerals

that occur within the Idaho batholith and are associated with weak wall rock alteration.

Associated sulfide minerals include pyrite, arsenopyrite,

sphalerite, tetrahedrite, chalcopyrite, galena, and stibnite.

The second mineralizing event occurs within porphyry dikes and stocks as

well as in the batholith, and is characterized by relatively abundant sulfide mineralization, subordinate quartz, and widespread wall

rock alteration.

Base metal mineralization consists of pyrite, sphalerite, galena, tetrahedrite, chalcopyrite, minor quartz, and siderite

with local occurrences of pyrrhotite and enargite.

Molybdenum mineralization was discovered at CuMo in

Mineralization on the property occurs in veins and veinlets developed within various intrusive bodies.

Molybdenite (MoS2) occurs

within quartz veins, veinlets, and vein stockworks.

Individual veinlets vary in size from tiny fractures to veinlets five centimeters

in width, with an overall thickness averaging 0.3- 0.4 cm.

Pyrite and/or chalcopyrite are commonly associated with molybdenite although

molybdenite can occur alone without other metallic mineralization.

The CuMo deposit has been classified as a porphyry

copper molybdenum deposit.

But more specifically, it is a stockwork-type deposit where the principal mineralization, as described immediately

above, is found in thin veins and veinlets, whereas a typical porphyry deposit features disseminated mineralized areas throughout the

The CuMo deposit is typical of large, dispersed, lower

grade copper-molybdenum deposits that are associated with hybrid magmas typified by fluorine-poor, differentiated monzogranite igneous

Due to their large size, the total contained economic molybdenum in these types of deposits can be equivalent to or exceed

that of high-grade molybdenum deposits.

Internal Controls and Data Verification

Dykes (the “Qualified Person”) reviewed the procedures used by ICUMO and produced a description and an analysis of the results as contained in Section 8 of the TRS.

These are standard data verifications with no limitations.

All assay results used in the verification process

by the Qualified Person were obtained from fully certified analytical laboratories with signed assay certificates.

The Qualified Person has reviewed the data collection

and verification procedures followed by ICUMO and by third parties on behalf of ICUMO, and believes these procedures are consistent with

industry best practices and acceptable for use in geological and resource modelling.

These procedures have also been verified by several

independent qualified people over the years.

For more information about quality control/quality

assurance and data verification, see Section 8 and Section 9 of the TRS.

The mineral resources estimated may ultimately be

affected by a broad range of environmental, permitting, socio-economic (as discussed in Section 17 of the TRS), legal, title (as discussed

in Section 3 of the TRS), marketing and political factors (as discussed in Section 22 of the TRS).

At this time the authors are unaware

of any of these factors that could materially affect the mineral resource estimate.

Of course, going forward, relevant factors that could

influence the resource estimate include changes to the geological, geotechnical or geometallurgical models, infill drilling to convert

mineral resources to a higher classification, drilling to test for extensions to known resources, collection of additional bulk density

data and significant changes to commodity prices.

It should be noted that all these factors pose potential risk and opportunities to the

current mineral resource.

Current Planned Working Programs

Ore Sorting and Updated Preliminary Economic Assessment

ICUMO presently is investigating the potential to

utilize additional ore sorting scanning technologies to optimize the separation of waste from ore post-mining and increase the head grade

of ICUMO ore being fed to a concentrator.

The thin-veined, stockwork nature of the CuMo deposit lends itself nicely to ore sorting, as

noted above, since these darker colored veins largely carry the metals of interest and are much different from waste in appearance.

visual scanning exercise of all of the core recovered from the drilling activities described herein shows that on average, 84% of the

waste mined can be theoretically separated through application of ore sorting, versus the 28% waste removal that SRK Consulting (Canada)

(“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.

ICUMO’s sorting examination is designed to not

just rely on a single sorting pass, but to possibly integrate multiple sorting technologies, such as combining surface XRF scanning at

the face with downstream penetrative prompt gamma neutron activation analysis (PGNAA) or pulsed fast thermal neutron activation (PFTNA)

scanners installed on the material conveyors, and potentially particle scanners to finish.

The potential combination of different ore

sorting technologies and equipment is intended to enable the Company to optimize the separation of ore from waste, substantially increasing

the head grade of mill feed, and thereby reducing the size of the concentrator which then will only be concerned with the processing of

Consequently, this will in theory allow the Company to design and build a smaller concentrator, significantly reducing capital and

operating costs.

As an example, the Company believes that if ore sorting can remove 75% of waste pre-mill feed, this result will reduce

the size of the mill to around 30,000 tons per day to produce the same amount of metal as the SRK 2020 PEA mill design of 150,000 tons

per day, and thereby save over $1.5 billion in projected capital expenditures.

The Company has just commenced initial discussions with

consultants, and mining equipment providers who design and fabricate penetrative scanning systems for testing of CuMo material.

To date, ICUMO has performed an internal ore

sorting investigation.

The next phase of of ore sorting will require the Company to contract with an independent third-party

engineering firm to publish an updated PEA, utilizing ore sorting results to revise the technical and economic sections of the

The expected budget for this work is roughly $750,000 and expected completion in the fourth quarter of 2024 assuming the

Company is able to raise sufficient additional capital to commission the PEA.

There can be no assurance the Company will be able to raise such capital nor complete the PEA timely based on the

Company’s current operational state and available capital.

Refer to the Company’s Item 1A “Risk Factors” additional

information concerning the Company’s current level of available capital.

Additional Exploration and Metallurgical Studies;

Pre-Feasibility

Following completion of the updated PEA and pending

issuance of a new FONSI by the USFS relating to the “2018 Supplemental Redline Environmental Assessment CuMo Exploration Project”

issued by the USFS (the “2018 SREA”), the Company intends to resume its plans for 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 expansion drilling should allow the Company to add more resources

to at least the Inferred category.

The Company has tentatively budgeted $8 million for this drilling work.

The Company also plans to initiate additional metallurgical

studies to (1) determine the optimal concentrator design for both copper-silver, and molybdenum concentrate circuits, and (2) investigate

the potential to recover copper and molybdenum via heap leaching of lower grade ore that is stockpiled and not immediately processed at

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

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

More gold has been

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

Although they are primarily gold deposits, considerable silver

and minor copper, lead and zinc were produced as byproducts from the lodes.

area features two separate mineralizing events that are referred to as early Tertiary and early Miocene.

The first event consists of

gold-quartz veins containing minor sulfide minerals that occur within the Idaho batholith and are associated with weak wall rock alteration.

Associated sulfide minerals include pyrite, arsenopyrite, sphalerite, tetrahedrite, chalcopyrite, galena, and stibnite.

The second mineralizing

event occurs within porphyry dikes and stocks as well as in the batholith, and is characterized by relatively abundant sulfide mineralization,

subordinate quartz, and widespread wall rock alteration.

Base metal mineralization consists of pyrite, sphalerite, galena, tetrahedrite,

chalcopyrite, minor quartz, and siderite with local occurrences of pyrrhotite and enargite.

mineralization was discovered at CuMo in 1963.

Mineralization on the property occurs in veins and veinlets developed within various intrusive

Molybdenite (MoS2) occurs within quartz veins, veinlets, and vein stockworks.

Whereas a typical porphyry deposit features disseminated

mineralized areas throughout the orebody.

CuMo is a stockwork-type deposit, Individual veinlets vary in size from tiny fractures to veinlets

five centimeters in width, with an overall thickness averaging 0.3- 0.4 cm.

Pyrite and/or chalcopyrite are commonly associated with molybdenite

although molybdenite can occur alone without other metallic mineralization.

to their large size, the total contained economic molybdenum in this type of lower grade copper-molybdenum deposit can be equivalent

to or exceed that of high-grade molybdenum deposits.

of CuMo Project Exploration

Boise Basin was first explored following the discovery of placer gold deposits in 1862.

Several lode gold deposits were discovered and

developed immediately following the initial alluvial gold rush, with significant production occurring in the late 1800’s and early

No production has occurred on the CuMo Project claim footprint itself.

first interest in the CuMo property was shown during aerial reconnaissance by Amax Exploration (“Amax”) in 1963.

geochemical rock and soil sampling indicated anomalous molybdenum and copper values.

Forty claims were then staked, and three previously

existing claims were optioned.

A 2.5 mile (4 km) rough access road was constructed in 1964 to facilitate collection of rock samples and

geological mapping.

Amax completed detailed bedrock mapping on the CuMo property between 1964 and 1981.

1968, Curwood Mining Company staked 12 claims and undertook detailed mapping and geochemical rock sampling.

Several trenches were excavated,

and one line of dipole-dipole array induced polarization (“IP”) geophysical survey was conducted.

1969, Midwest Oil Corp.

optioned the property and conducted exploration drilling through 1972 (four short rotary holes (less than 100

ft) initially, which were later deepened using diamond drilling, followed by six cored holes).

Midwest also performed an IP survey in

1971 and an airborne magnetic survey in 1973.

1973, Midwest formed a joint venture with Amax and then subsequently Midwest was merged with Amoco Minerals Company (“AMOCO”)

resulting in an Amax-AMOCO joint venture with AMOCO as operator.

During the period 1973 to 1981, the Amax-AMOCO joint venture completed

30,822 ft of drilling, surface geological mapping, re-logging of the core, road construction, an aerial topographic survey, and age dating.

In 1980, Amax Exploration Inc.

transferred its interest to Climax Molybdenum Company (“Climax”), also a subsidiary of Amax

In 1982, Climax collected more than 300 soil geochemical samples from three different grids.

total of twenty-three (23) diamond holes and three RC holes were drilled on the property during this timeframe.

Most RC holes were pre-collars

to diamond drill holes with only the diamond drill component of the holes being used for resource modelling and sampling.

holes were sampled mostly at a 20ft sample interval.

All the sample rejects were delivered directly from Climax’s secure facility

in Colorado and are stored in the project secure warehouse facility for use by the project.

drilling efforts from 1969 to 1982 were the only actual drilling done on the property until ICUMO in 2006, who under option from American

CuMo completed one diamond drillhole and partially completed another before relinquishing the project back to American CuMo in late 2006.

Thereafter, American CuMo between 2006 and 2012 drilled a total of 25,486.82m in forty-two (42) holes.

Drilling consisted of both HQ

and NQ diameter core with holes being started with HQ diameter and then reducing at a major fault intersection or at 1000ft which ever

Core recoveries were monitored and were excellent (90%+).

All holes were surveyed down-the-hole at regular intervals (100 feet)

using a Reflex survey instrument.

All core was collected at the drill site by the diamond drillers under supervision of onsite geology

staff and delivered to a secure warehouse facility in Garden Valley where they were logged, analyzed and samples collected.

sites were surveyed using a total field station in order to accurately locate the holes.

2006 through 2012 results confirmed the extent and grade of mineralization on the property as indicated by previous drilling and demonstrated

continuity of mineralization between the original wide-spaced holes.

CuMo’s work resulted in the interpretation and modelling of three distinct mineralized zones within the deposit.

These zones were

previously interpreted by Amax as distinct shells that were produced by separate intrusions.

Re-interpretation of down-hole histograms

for copper (Cu), silver (Ag) and molybdenite (MoS2) suggests the mineralized zones are part of a single, large, concentrically zoned

system with an upper copper-silver zone, underlain by a transitional copper-molybdenum zone, in turn underlain by a lower molybdenum-rich

Three-dimensional modeling of the above zonation indicates the current area being drilled is located on the north side of a large

system extending 4.5km (15,000ft) in diameter, of which 1.5 km (3,000 ft.) has been drilled.

Reports and Preliminary Economic Assessments

2008, an initial Resource Estimate compliant with Canadian National Instrument 43-101 was commissioned by American CuMo under its former

name, Mosquito Consolidated Gold Mines Ltd.

This estimate was based on information from 31 diamond drillholes completed through 2007.

The deposit was subdivided into three mineral domains based on the drill hole data:

a Cu-Ag zone, a Cu-Mo zone, and a Mo zone.

each mineral domain 20 ft.

composites were formed.

Blocks 50 x 50 x 50 ft.

were estimated for MoS2, Cu, Ag and W by ordinary kriging.

May 2009, the authors of the 2008 report provided an updated Resource Estimate based on a total of 42 diamond drill holes totaling 76,436

ft, including 11 completed during 2008.

Using a Recoverable Metal Value (the “RCV”) cutoff at various US dollar values per

ton, and at certain assumed metal recoveries and metal prices, the authors presented tonnages, metal grades, and contained metal for

indicated and inferred resource calculations in all 3 mineralized zones.

November 2009, Ausenco Canada Inc.

(“Ausenco”), an independent, third-party engineering firm employed by American CuMo, published

a NI 43-101 compliant Preliminary Economic Assessment, throughput Scoping Study Report based on the same 42 diamond drillholes.

manner similar to the May 2009 report, Ausenco reported tonnages, metal grades and contained metal for indicated and inferred resource

calculations in all 3 mineralized zones.

Ausenco went further and proposed a mining and processing operational design at various mining

rates, from 50,000 to 200,000 tons per day of ore to mill throughput.

This firm also included provisions and estimated capital and operating

costs for a conceptual open pit mine, waste dumps, tailings storage facility, plant/concentrator, molybdenum roaster, and ancillary facilities.

Based on this data, Ausenco was able to perform a Preliminary Economic Analysis (PEA) of the CuMo project, at various throughput rates,

which yielded numeric results for Net Present Value, Internal Rate of Return, Payback, and cash operating costs per pound of molybdenum

2011, a new technical study for a NI 43-101 compliant Resource update was commissioned with Snowden Mining Consultants.

estimate update was based on a total of 54 diamond drillholes totaling 99,404 ft.

Of these, 12 diamond drillholes were completed in 2009

Again, using assumed metal recoveries and selected RCV cut-off grades, Snowden reported updated global Indicated Resources

and global Inferred Resources Snowden adopted most of the other design parameters and assumptions offered by Ausenco.

August 2015, Gary Giroux of Giroux Consultants Ltd.

(one of the authors of the 2008 and 2009 Reports) was employed by American CuMo to

publish a NI 43-101 compliant, updated resource estimate.

This update was based on a total of 65 diamond drill holes totaling 120,685

feet (36,784.9 meters).

Nine (9) of the sixty-five (65) diamond drill holes were completed in 2012 since the previous resource calculation.

Using low, medium, and high metal price assumptions, and different cutoff grades for RCV, Giroux calculated Measured, Indicated, and

Inferred mineral resource numbers for ore contained within a conceptual pit shell.

in 2020 SRK authored a Canadian NI 43-101 compliant Preliminary Economic Assessment and Technical Report (PEA) for the CuMo project.

This document, relying on the previously published 2015 resource estimate, proposed an open pit mine and concentrator combination at

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

It also incorporated particle-based ore sorting

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

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

36,166 m (118,654 ft).

As no additional drilling has been completed since the 2015 resource was estimated, the mineral resource estimates

are considered current and have not been updated since that time.

mineral resource estimates contained in the TRS were estimated in conformity with Committee for Mineral Reserves International Reporting

Standards (CRIRSCO) “International Reporting Template for the public reporting of Exploration Targets, Exploration Results, Mineral

Resources and Mineral Reserves” as adopted by the International Council on Mining & Metals November 2019.

The mineral resources

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

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

completed in 2012.

As no additional drilling has been completed since the 2015 resource was estimated, it is considered current.

resource is considered an Insitu resource as it is based on the drilling and overall geological modeling.

1 to Paragraph (D)(1)—CuMo Summary of Copper, Molybdenum, Silver, Rhenium and Sulphur Mineral Resources at the End of the Fiscal

Year 2024 Based on Metal Prices (see table 2)

Metal Recoveries (2)

Classification

Measured + Indicated

The detailed results of the resource calculation can be found in Exhibit 96.1 of this filing, in particular sections 1.10.1 and Section

The point of reference for this mineral resource is an In-situ Resource.

RCV calculations were based on the following metal prices

Metal prices for resources and represent the longer-term predictions for future prices combined with the moving average for the past

Copper (Cu), $/lb

Molybdenum trioxide (MoO 3 ), $/lb

Molybdenum Metal (Mo), $/lb

Silver (Ag), $/ounce

is sold as molybdenum trioxide (MoO3) which has higher Mo content.

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

is calculated from MoS 2 by the following:

Mo = MoS 2 * 20 / 1.6681

MoO 3 = Pounds Mo * 1.5

metal recoveries used to calculate RCV were a function of mineralized zones as follows:

Metal recoveries sorted by mineralized zone

%Recoveries in Cu-Ag Zone

%Recoveries in Cu-Mo Zone

%Recoveries in Mo & MSI Zones

– the recoveries for all metals in the MSI Zone were similar to the Mo Zone

to use in RCV equation were as follows:

Factor ($/ton) =

% * Mo Recovery % * 2000 lbs/ton * $/lb MoO 3 * 1.5/1.6881

Factor ($/ton) =

% * Cu Recovery % * 2000 lbs/ton * $/lb Cu

Factor ($/ton) =

ppm * Ag Recovery % * $/oz Ag

g/oz * 1.1023 tons/tonne

equations to calculated RCV for each mineralized zone were as follows:

(oxides) = (Cu% * 36.0) + (Ag(ppm) * 0.24) + (MoS 2 % * 143.88)

(Cu-Ag) = (Cu% * 40.8) + (Ag(ppm) * 0.27) + (MoS 2 % * 154.67)

(Cu-Mo) = (Cu% * 51.0) + (Ag(ppm) * 0.28) + (MoS 2 % * 165.46)

(Mo) = (Cu% * 43.2) + (Ag(ppm) * 0.20) + + (MoS 2 % * 170.85)

(MSI) = (Cu% * 43.2) + (Ag(ppm) * 0.20) + + (MoS 2 % * 170.85)

2012, Snowden Mining Consultants (Snowden) used Geovia’s WhittleTM pit optimizer to determine a constraining open pit shell for

the CuMo deposit.

Optimization parameters were from Thompson Creek mine (a comparable open pit molybdenum project located in Idaho).

The optimization parameters included mill feed, mining and processing costs of $9.28 per processed ton, overall pit slope angles of 45°,

metallurgical recoveries as shown above and appropriate dilution and offsite costs and royalties.

The commodity prices used in 2012 by

Snowden for restraining the resource were Mo at $25/lb, Cu at $3/lb, Ag at $20/oz and W at $10/lb.

This pit constraint is still valid.

Once block inside the constraining pit were identified RCV values were recalculated using the current metal prices.

the mineral resource estimate table above the base case of $5.00/t RCV cut-off is used and is selected based on operating costs and the

results of grade improvement using a mineral sorting process.

The $5.00 cut-off is suggested to separate waste from material that is

fed into the sorters.

From the sorters, only mill feed above an economic cut-off would be sent for immediate processing and is used in

the economic analysis.

estimate for rhenium (Re) and sulfur (S) associated with the MoS 2 was completed using linear regression of MoS 2

Re and MoS 2 vs S to show the average grades of Re and S that would be contained with MoS 2 within each block.

The Re and S were not used to determine the RCV value of resources.

has been no changes to the disclosed mineral resource in the past 5 fiscal years.

of Material Regulations on the current operations of the Company.

Company’s current activities are subject to a number of laws and regulations, in particular including those with respect to exploration

on federal lands (under the jurisdiction of the United States Forest Service (USFS)) and corresponding State of Idaho and local/Boise

County laws and regulations.

These laws and regulations, and permits/approvals granted by governmental entities thereunder, govern how

the Company must conduct surveys and how it can build and maintain roads and drill pads, access the properties, conduct drilling and

related exploration, transport staff and materials, secure, use and conserve water, protect identified species of flora and fauna, limit

land disturbance, protect surface and groundwater, comply with mitigation requirements, and reclaim affected lands post-exploration.

The Company is also required to post a bond with the USFS for reclamation assurance.

Material compliance with these regulations is mandatory

and is critical to the operations of the Company.

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

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

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

Consequently, the Company can

legally undertake exploration on federal lands in 2025.

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

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

Quality, and Boise County Department of Roads.

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

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

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

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

the USFS approval, it may not be able to carry out exploration under the Plan of Operations in 2025.

encumbrances to and future permitting for the property.

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

Controls and Data Verification

Dykes, a former a director and officer of the Company, (the “Qualified Person”) reviewed the procedures used by ICUMO

and produced a description and an analysis of the results as contained in Section 8 of the TRS.

These are standard data verifications

with no limitations.

assay results used in the verification process by the Qualified Person were obtained from fully certified analytical laboratories with

signed assay certificates.

Qualified Person has reviewed the data collection and verification procedures followed by ICUMO and by third parties on behalf of ICUMO,

and believes these procedures are consistent with industry best practices and acceptable for use in geological and resource modelling.

procedures have also been verified by several independent qualified people over the years.

more information about quality control/quality assurance and data verification, see Section 8 and Section 9 of the TRS.

mineral resources estimated may ultimately be affected by a broad range of environmental, permitting, socio-economic (as discussed in

Section 17 of the TRS), legal, title (as discussed in Section 3 of the TRS), marketing and political factors (as discussed in Section

22 of the TRS).

At this time the authors are unaware of any of these factors that could materially affect the mineral resource estimate.

Of course, going forward, relevant factors that could influence the resource estimate include changes to the geological, geotechnical

or geometallurgical models, infill drilling to convert mineral resources to a higher classification, drilling to test for extensions

to known resources, collection of additional bulk density data and significant changes to commodity prices.

It should be noted that all

these factors pose potential risk and opportunities to the current mineral resource.

Planned Working Programs

Sorting and Updated Preliminary Economic Assessment

Copper during 2024 investigated the potential to utilize additional ore sorting technologies to optimize the separation of waste and

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

The thin-veined

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

and are much different from waste in appearance.

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

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

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

(“SRK”) conservatively

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

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

some form of ore sorting.

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.

Contemporaneously

with this test work, the Company executed a contract with Veracio, Inc., from Salt Lake City, Utah, to scan existing CuMo drill cores

with mobile XRF scanners, in order to confirm that the CuMo deposit is variable in nature and amenable to selective separation by ore

sorting techniques.

Veracio has scanned approximately 33,000 feet of core at the Company’s leased core storage facility in Idaho,

at a footage rate of $8/foot, and with mobilization and incidentals, the Company has paid or is responsible for a cost of around $275,000.

final ore sorting design will likely not only rely on a single sorting pass, but may possibly integrate multiple sorting technologies,

such as combining surface XRF scanning at the mining face on blasted material with downstream penetrative prompt gamma neutron activation

analysis (PGNAA) or pulsed fast thermal neutron activation (PFTNA) scanners installed on the material conveyors, and potentially bulk

particle XRF scanners to finish.

The potential combination of different ore sorting technologies and equipment could enable the Company

to optimize the separation of ore from waste, substantially increasing the head grade of mill feed, and thereby reducing the size of

the concentrator.

The Company has identified a number of outside consultants that can be engaged for both of these studies.

the Company expects that these studies will cost approximately $1,000,000 and will take on the order of four (4) months to complete.

These undertakings 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/governmental relations work, and potentially costs for expansion of the current land position.

All-in, the Company has budgeted a range of $25 to $30 million to reach the PFS stage and estimates that the PFS can be completed within

two years of the release of the updated PEA.

Competitive Position in the Industry

The mineral exploration, development, and production

industry are largely un-integrated.

The Company competes with other exploration companies looking to acquire and obtain financing for

the exploration and development of mineral resource properties.

While the Company competes with other exploration companies to locate

and acquire mineral resource properties, it may also compete with them for the removal or sales of mineral products from its properties

if it should eventually discover their presence in quantities sufficient to make production economically feasible.

Readily available markets

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

however, the principal CuMo Project commodities of

copper, silver and molybdenum are traded on international exchanges and therefore, at a minimum a terminal market exists for which these

commodities can be delivered and sold.

ICUMO’s competition includes large, established

mining companies with substantial capabilities and more significant financial and technical resources.

As a result of this competition,

it may have to compete for financing and may need help to acquire the funding on terms it considers acceptable.

ICUMO may also have to

compete with other mining companies to recruit and retain qualified managerial and technical employees.

If ICUMO cannot compete successfully

for financing or qualified employees, its exploration programs may be slowed down or suspended, which may cause it to cease operations

as a company.

As of the date of this Report, other than certain

executives, ICUMO has no employees.

ICUMO does not have or maintain any employee benefit plans or similar plans under any applicable laws.

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.

Recent Developments

Between February and

April 2024, we entered into subscription agreements (each a “Subscription Agreement”) with certain accredited investors

(each, a “Subscriber” and collectively, the “Subscribers”), pursuant to which the Company offered and sold

to the Subscribers in a private placement offering (the “Offering”), units (each, a “Unit” and,

collectively, the “Units”), for a purchase price of $12,000 per Unit, for gross proceeds of $ 1,952,000 .

Each Unit consists of one (1) share of the Company’s Series A Convertible

Non-Voting Preferred Stock, par value $0.001 per share (the “Preferred Stock”), and (ii) 62,500 common stock

purchase warrants (the “Warrants”).

Each share of Preferred Stock converts into

50,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”).

The Warrant entitles the

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

The Company intends to

utilize the net proceeds from the sale of the Units in the Offering for working capital and general corporate purposes.

Newbridge Securities Corporation

acted as the sole placement agent and received cash commissions of 10.0% of the gross proceeds.

Certain members of placement agent participated

as investors in the Offering.

Pursuant to the Subscription Agreements, the Company agreed to file a registration

statement with the Securities and Exchange Commission to register the re-sale of the shares of Common Stock issuable upon the conversion

of the Preferred Stock and upon the exercise of the Warrants within 90 business days after the final Closing date.

If the Company fails

to file a registration statement by such date, the Company shall pay the Subscribers 2.5% of their respective purchase price for each

30 days that the registration statement is not filed, with a maximum of 10%.

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

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.

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 Barr contract is for

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

The updated PEA is anticipated to be

published in mid-2025.

Exploration and Metallurgical Studies;

Pre-Feasibility Study

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.

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

and molybdenum concentrate circuits, and (2) investigate the potential to recover copper and molybdenum via heap leaching of lower grade

ore that is stockpiled and not immediately processed at the concentrator.

The Company has identified a number of outside consultants

that can be engaged for both of these studies.

In total, the Company expects that these studies will cost approximately $1,000,000 and

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.

Position in the Industry

mineral exploration, development, and production industry are largely unintegrated.

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.

competition includes large, established mining companies with substantial capabilities and more significant financial and technical resources.

As a result of this competition, it may have to compete for financing and may need help to acquire the funding on terms it considers

ICUMO may also have to compete with other mining companies to recruit and retain qualified managerial and technical employees.

If ICUMO cannot compete successfully for financing or qualified employees, its exploration programs may be slowed down or suspended,

which may cause it to cease operations as a company.

of the date of this Report, other than certain executives, ICUMO has no employees.

ICUMO does not have or maintain any employee benefit

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.

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

the re-sale of the shares of Common Stock issuable upon the conversion of the Preferred Stock and upon the exercise of the Warrants within

90 business days after the final Closing date.

If the Company fails to file a registration statement by such date, the Company shall

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

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

7 unchanged sentences

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form

10-K (this “Report”) for the Company, contains forward-looking statements that relate

to future events or our future financial performance.

These statements involve known and unknown risks, uncertainties and other

factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future

results, levels of activity, performance or achievements expressed or implied by the forward-looking statements.

These risks and other

factors include those listed under “Risk Factors” and elsewhere in this Report.

In some cases, you can identify forward-looking

statements by terminology such as “may,” “will,” “should,” “expects,” “plans,”

“anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue”

or the negative of these terms or other comparable terminology.

Forward-looking statements involve known and unknown risks, uncertainties

and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performances

or achievements expressed or implied by the forward-looking statements.

We discuss many of these risks in this Report in greater detail

under the heading “Risk Factors.” Given these uncertainties, you should not place undue reliance on these forward-looking

Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date hereof.

should read this Annual Report on Form 10-K and the documents that we have filed as exhibits to this Annual Report completely and with

the understanding that our actual future results may be materially different from what we expect.

Except as required by law, we assume no obligation to update these forward-looking

statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements,

even if new information becomes available in the future.

Given these risks and uncertainties, readers are cautioned not to place undue

reliance on such forward-looking statements.

Annual Report on Form 10-K (this “Report”) for the Company, contains forward-looking statements that relate to future events

or our future financial performance.

These statements involve known and unknown risks, uncertainties and other factors that may cause

our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity,

performance or achievements expressed or implied by the forward-looking statements.

These risks and other factors include those listed

under “Risk Factors” and elsewhere in this Report.

In some cases, you can identify forward-looking statements by terminology

such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,”

“believes,” “estimates,” “predicts,” “potential,” “continue” or the negative

of these terms or other comparable terminology.

Forward-looking

statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements

to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements.

We discuss many of these risks in this Report in greater detail under the heading “Risk Factors.” Given these uncertainties,

you should not place undue reliance on these forward-looking statements.

Also, forward-looking statements represent our management’s

beliefs and assumptions only as of the date hereof.

You should read this Annual Report on Form 10-K and the documents that we have filed

as exhibits to this Annual Report completely and with the understanding that our actual future results may be materially different from

what we expect.

as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results

could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the

Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

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