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Item 7. Management’s Discussion and Analysis

2025-04-22 compared with 2024-05-15 · 91 added, 87 removed, 156 unchanged (53% of the section changed)

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financial statements and the notes to those financial statements appearing elsewhere in this Annual Report.

This discussion and analysis below include

forward-looking statements that are subject to risks, uncertainties and other factors described in the “Risk Factors” section

that could cause actual results could differ materially from those anticipated in these forward- looking statements as a result of various

Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the

We caution you to read the “Forward Looking Statements” section of our Annual Report.

discussion and analysis below include forward-looking statements that are subject to risks, uncertainties and other factors described

in the “Risk Factors” section that could cause actual results could differ materially from those anticipated in these forward-

looking statements as a result of various factors.

Additionally, our historical results are not necessarily indicative of the results

that may be expected for any period in the future.

We caution you to read the “Forward Looking Statements” section of our

Annual Report.

of Operations

Company is in the process of exploring its mineral right interests in the United States and at the date of these consolidated

financial statements, has not yet determined whether any of its mineral properties contain economically recoverable mineral reserves.

Accordingly, the carrying amount of mineral right interests represents cumulative expenditures incurred to date and does not necessarily

reflect present or future values.

The recovery of these costs is dependent upon the discovery of economically recoverable mineral reserves

and the ability of the Company to obtain the necessary financing to complete their exploration and development and to resolve any environmental,

regulatory, or other constraints.

Uncertainty also exists with respect to the recoverability of the carrying value of certain mineral

right interests.

The ability of the Company to realize its investment in resource properties is contingent upon the maintenance and integrity

of the Company’s title to such properties.

Company is in the process of exploring its mineral right interests in the United States and at the date of these consolidated financial

statements, has not yet determined whether any of its mineral properties contain economically recoverable mineral reserves.

the carrying amount of mineral right interests represents cumulative expenditures incurred to date and does not necessarily reflect present

or future values.

The recovery of these costs is dependent upon the discovery of economically recoverable mineral reserves and the ability

of the Company to obtain the necessary financing to complete their exploration and development and to resolve any environmental, regulatory,

or other constraints.

Uncertainty also exists with respect to the recoverability of the carrying value of certain mineral right interests.

The ability of the Company to realize its investment in resource properties is contingent upon the maintenance and integrity of the Company’s

title to such properties.

determine material mining operations in accordance with subpart 1300 of SEC Regulation S-K, management considered both quantitative and

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§229.1302(b)(5)), the Company states that the TRS was prepared by Shaun M.

(Eng), P.Geo of Geologic Systems, Ltd.

Dykes is also serving as a technical advisor to the registrant.

Dykes meets the

qualifications specified under the definition of “qualified person” under Item 1300 of Regulation S-K.

(our former Vice President and former Director) , M.

Geo of Geologic Systems,

Dykes is currently serving as a technical advisor to the registrant.

Dykes meets the qualifications specified under the

definition of “Qualified Person” under Item 1300 of Regulation S-K.

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

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assurances can be given that any of these plans will come to fruition or that if implemented they will necessarily yield positive results.

March 3, 2023, an independent valuation firm issued a valuation of the assets, specifically the CuMo project in Boise County, Idaho,

acquired by the Company in the ICUMO transaction.

The CuMo project is a molybdenum-copper deposit that will be developed as an open pit

mining operation.

The estimate fair value of the assets was $23,919,754.

Exchange Transaction

As a result of the Exchange, which was consummated

January 23, 2023, we are no longer a shell company.

However, for the fiscal year ended as of December 31, 2022, we were a shell company

and did not generate any revenues.

The Report of our independent registered public accountants on our financial

statements for the year ended January 31, 2024 states that these conditions, among others, raise substantial doubt about our ability to

continue as a going concern.

Concern Qualification

conditions and events cast substantial doubt about the Company’s ability to continue as a going concern.

The Company has incurred

cumulative net losses of $37,142,942 from its inception to January 31, 2025, and requires capital for its contemplated operational and

marketing activities to take place.

The Company’s ability to raise additional capital through debt or future issuances of capital

stock is unknown.

The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations,

and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations.

ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern.

a result of the Share Exchange, which was consummated January 23, 2023, we are no longer a shell company.

However, for the fiscal year

ended as of December 31, 2022, we were a shell company and did not generate any revenues.

changed our fiscal year to January 31.

The Report of our independent registered public accountants on our financial statements for the

year ended January 31, 2025, states that these conditions, among others, raise substantial doubt about our ability to continue as a going

of Operations

following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes thereto for the years ended January 31, 2024, and 2023, and related management discussion

following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated

financial statements and notes thereto for the years ended January 31, 2025, and 2024, and related management discussion herein.

consolidated financial statements are stated in U.S.

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the Year Ended January 31, 2025 Compared to the Year Ended January 31, 2024

The Company did not have revenues for the year ended January 31, 2024 or

January 31, 2023.

Company did not have revenues for the year ended January 31, 2025, or January 31, 2024.

Company had operating expenses of $4,721,523 for the year ended January 31, 2025, compared to $3,004,684 for the year ended January 31,

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Stock-based stock compensation

Other general and administrative

Professional fees increased due to increases in costs associated with being

a fully reporting public company.

Payroll and related expenses decreased due to cash salary reductions associated with our officers during

as compared to the prior period.

Stock-based compensation decreased due to a reduction in equity-based compensation as management continues

to work to reduce dilution of existing shareholders.

Additionally, the prior year amount included $1.7 million of expense related to costs

associated with the issuance of warrants associated with the extinguishment of ICUMO debt which was replaced by debt and warrants of the

General and administrative costs increased due to increased in the Company’s activity generally as it continues to seek

the development of its existing mining claims.

Other general and administrative expenses

fees increased due to increases in costs associated with the costs of being a fully reporting public company and the additional filings

Payroll and related expenses decreased as officers and employees converted a significant amount of payroll into stock compensation.

Stock-based compensation increased due to the conversion of accrued payroll and consultants’ fees into common stock.

administrative costs increases due to increased in the Company’s activity generally as it continues to seek the development of

its existing mining claims.

from operations

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Income / Expenses

Company had $707,363 in other expenses for the year ended January 31, 2024, compared to net expenses of $146,585 for the year ended

January 31, 2023.

Company had $415,809 in net other expenses for the year ended January 31, 2025, compared to net other expenses of $707,363 for the

year ended January 31, 2024.

Company had a net loss of $5,137,332 for the year ended January 31, 2025, compared to $3,712,047 for the year ended January 31, 2024.

and Capital Resources

of January 31, 2024, we had current assets of $51,770 and liabilities of $6,212,379, and our working capital deficit was

of January 31, 2025, we had current assets of $208,828 and current liabilities

of $2,083,946, and our working capital deficit was $1,875,118.

We do not have sufficient resources to effectuate our business.

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has no revenue and has incurred losses to date of $37,237,566.

In addition, the Company’s current liabilities

exceed its current assets by $1,868,607.

The Company intends on financing its future development activities and its working capital needs

largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term

notes until such time that funds provided by operations are sufficient to fund working capital requirements.

These factors raise substantial

doubt about the Company’s ability to continue operating as a going concern.

The Company’s ability to continue our operations

as a going concern, realize the carrying value of our assets, and discharge our liabilities in the normal course of business is dependent

upon our ability to raise capital sufficient to fund its commitments and ongoing losses, and ultimately generate profitable operations.

In addition, the Company’s current liabilities exceed its current

assets by $1,875,118.

The Company intends on financing its future development activities and its working capital needs largely from the

sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such

time that funds provided by operations are sufficient to fund working capital requirements.

These factors raise substantial doubt about

the Company’s ability to continue operating as a going concern.

The Company’s ability to continue our operations as a going

concern, realize the carrying value of our assets, and discharge our liabilities in the normal course of business is dependent upon our

ability to raise capital sufficient to fund its commitments and ongoing losses, and ultimately generate profitable operations.

are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this

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incurred net losses of $5,137,332 for the year ended January 31, 2025.

We had an accumulated deficit of $31,600,305 and working capital

deficit of $1,868,607 as of January 31, 2024.

These conditions raise substantial doubt about the Company’s ability to continue

as a going concern.

We had an accumulated deficit of $37,142,942 and working capital deficit of $1,875,118 as of January 31, 2025.

These conditions raise

substantial doubt about the Company’s ability to continue as a going concern.

continuation of the Company as a going concern through the next twelve months is dependent upon the continued financial support from

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life of five years;

and computer and other office equipment over an estimated useful life of five years.

and computers and other office equipment over an estimated useful life of five years.

of exploration, carrying and retaining unproven mineral lease properties are expensed as incurred.

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of Long-Lived Assets

long-lived assets, such as property and equipment and intangible assets subject to amortization, we continually monitor events and changes

in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable.

When such events or changes in circumstances

are present, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered

through undiscounted expected future cash flows.

If the total of the future cash flows is less than the carrying amount of those assets,

we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets.

Assets to be disposed of

are reported at the lower of the carrying amount or the fair value less costs to sell.

Recently Adopted Accounting Policies

future long-lived assets, such as property and equipment and intangible assets subject to amortization, we continually monitor

events and changes in circumstances that could indicate carrying amounts of future long-lived assets may not be recoverable.

such events or changes in circumstances are present, we assess the recoverability of future long-lived assets by determining whether

the carrying value of such assets will be recovered through undiscounted expected future cash flows.

If the total of the future cash

flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount

over the fair value of the assets.

Assets to be disposed of are reported at the lower of the carrying amount or the fair value less

costs to sell.

Adopted Accounting Policies

August 2020, the FASB issued ASU No.

2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and

Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for convertible Instruments and

Contracts in an Entity’s Own Equity , to address the complexity in accounting for certain financial instruments with

characteristics of liabilities and equity.

This ASU significantly changes the guidance on the issuer’s accounting for

convertible instruments and the guidance on the derivative scope exception for contracts in an entity’s own equity so that

fewer conversion features will require separate recognition, and fewer freestanding instruments, like warrants with require

liability treatment.

ASU 2020-06 is effective for smaller reporting companies for fiscal years beginning

after December 15, 2023.

The Company is still considering the effect of this.

2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives

and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for convertible Instruments and Contracts in

an Entity’s Own Equity , to address the complexity in accounting for certain financial instruments with characteristics of

liabilities and equity.

This ASU significantly changes the guidance on the issuer’s accounting for convertible instruments and

the guidance on the derivative scope exception for contracts in an entity’s own equity so that fewer conversion features will

require separate recognition, and fewer freestanding instruments, like warrants with require liability treatment.

ASU 2020-06 is

effective for smaller reporting companies for fiscal years beginning after December 15, 2023.

The Company adopted this

standard on February 1, 2024.

As a result, the Company derecognized $405,305 for the remaining balance of the unamortized beneficial

conversion features attributable to its outstanding convertible notes payable.

The Company elected to use the modified retrospective

approach as of the adoption date and recognized an adjustment to the opening balance of its accumulated deficit in the amount of

does not believe any other recently issued but not yet effective accounting pronouncement, if adopted, would have a material impact on

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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 7. Management’s Discussion and Analysis