What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-04-22 compared with 2024-05-15 · 601 added, 603 removed, 725 unchanged (62% of the section changed)

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recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information

is accumulated and communicated to our senior management, consisting of Steven Rudofsky, President and Chief Executive Officer (Principal

is accumulated and communicated to our senior management, consisting of Andrew Brodkey, President and Chief Executive Officer (Principal

Executive Officer) and Robert Scannell (Principal Financial and Accounting Officer), as appropriate to allow timely decisions regarding

required disclosure.

carried out an evaluation, under the supervision and with the participation of our senior management, consisting of Steven Rudofsky,

carried out an evaluation, under the supervision and with the participation of our senior management, consisting of Andrew Brodkey,

President and Chief Executive Officer (Principal Executive Officer) and Robert Scannell (Principal Financial and Accounting Officer),

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reduce, though not eliminate, this risk.

of January 31, 2024, management consisted of Steven Rudofsky, President and Chief Executive Officer (Principal Executive Officer)

and Robert Scannell, Chief Financial Officer (Principal Financial and Accounting Officer).

Current management assessed the

effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial

reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the

Treadway Commission (“COSO”) in 2013 and SEC guidance on conducting such assessments.

Based on that evaluation, we

believe that, during the period covered by this report, such internal controls and procedures were not effective to detect the

inappropriate application of US GAAP rules as more fully described below.

This was due to deficiencies that existed in the design or

operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered

to be material weaknesses.

of January 31, 2025, management consisted of Andrew Brodkey, President and Chief Executive Officer (Principal Executive Officer) and

Robert Scannell, Chief Financial Officer (Principal Financial and Accounting Officer).

Current management assessed the effectiveness

of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established

in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)

in 2013 and SEC guidance on conducting such assessments.

Based on that evaluation, we believe that, during the period covered by this

report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully

described below.

This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting

that adversely affected our internal controls and that may be considered to be material weaknesses.

matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the

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and (3) ineffective controls over period end financial disclosure and reporting

The aforementioned material weaknesses were identified by Steven Rudofsky, President and Chief Executive Officer (Principal

The aforementioned material weaknesses were identified by Andrew Brodkey, President and Chief Executive Officer (Principal

Executive Officer) and Robert Scannell (Principal Financial and Accounting Officer) in connection with the review of our financial statements

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Board of Directors

The following table sets forth certain information as of the date of this

Annual Report concerning our directors and executive officers:

following table sets forth certain information as of the date of this Annual Report concerning our directors and executive officers:

OF APPOINTMENT

Executive Officer and President

Chief Financial Officer, and Treasurer

Chief Operating Officer, and Secretary

Chief Executive Officer, Chief Operating Officer, and Secretary

and Former Chief Executive Officer and President

Moeller resigned in April 2024.

Rudofsky resigned as Chief Executive Officer and President in July 2024.

Brodkey was Chief Operating Officer until July 2024 when he also became the Chief Executive Officer.

are elected to serve until the earlier of the election and qualification of their successors, their removal for cause by the shareholders,

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officers are appointed by the Board and serve at its pleasure.

principal occupation and business experience during the past five years for the Company’s executive officers and directors is as

biographies of the individuals appointed as directors and officers as discussed above follow:

Rudofsky, age 61, has been our CEO since January 2022.

He has been working in upstream and midstream natural resources for over 30

After beginning his career at Glencore (then Marc Rich and Co), he held senior and CEO positions at TransCanada Pipeline Ltd,

Credit Agricole Investment Bank and Alfa Group of Russia.

Since January 2012, Mr.

Rudofsky has been a managing principal of Talex

Commodities Capital, Ltd., which works with private equity and debt providers, including family offices, to implement innovative

financing for the junior mining and oil & gas sectors, including streaming, convertible debt, and royalties.

He holds a Bachelor

of Arts degree from Clark University and a Juris Doctor degree from Emory University School of Law.

Brodkey, age 67, has been our COO since January 2022.

Prior to that,

from January, 2018 to December, 2021, he was the principal of Brodkey Executive Management Consulting, which was focused on the mining

Brodkey has been our Chief Executive Officer and President since July 2024.

He has been our Chief Operating Officer since January 2022.

Prior to that, since January 2018, he has been the principal of Brodkey Executive Management Consulting, which was focused on the mining

He has more than 30 years of experience working with public companies in the mining and metals sector, including roles as VP,

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CEO of Pan American Lithium/First Potash Corp;

and CEO of Pacific Copper Corp.

He was also the Managing Director of the International Mining Group at CB Richard Ellis,

where he represented a number of major mining companies in the valuation, marketing and sales of mining projects.

He received a Bachelor

of Science degree (with distinction) in Mining Engineering from the University of Arizona, and a Juris Doctor degree (cum laude) from

Creighton University.

Scannell, age 65, has been our Chief Financial Officer since January

Since March, 2015 he has been the Managing Partner of Feehan Partners, LP, a private family office.

Previously, from May 1986 to

March 1994, he served as a Vice President of Institutional Fixed-Income Sales at Merrill Lynch & Co.

Scannell founded Tradewinds

Investment Management, LP, which from 1994 to 2015 managed numerous funds investing in emerging markets, natural resources, and distressed

Scannell holds a Bachelor of Arts degree and Master of Business Administration degree from Penn State University, a Master

of Science degree from the University of Washington, a Juris Doctor degree from Purdue University, and has been a Chartered Financial

Analyst since 1993.

CEO of Titan Iron Ore Corp., and CEO of Pacific Copper Corp.

He was also the Managing Director of the International Mining

Group at CB Richard Ellis, where he represented a number of major mining companies in the valuation, marketing and sales of mining projects.

He holds a Bachelor of Science degree (with distinction) in Mining Engineering from the University of Arizona, and a Juris Doctor degree

(cum laude) from Creighton University.

Brodkey’s experience in the mining industry qualifies him to serve on our board of directors.

Scannell has been our Chief Financial Officer since January 2022.

Since March 2015 he has been the Managing Partner of Feehan Partners,

LP, a private family office.

Previously, from May 1986 to March 1994, he served as a Vice President of Institutional Fixed-Income Sales

at Merrill Lynch & Co.

Scannell founded Tradewinds Investment Management, LP, which from 1994 to 2015 managed numerous funds

investing in emerging markets, natural resources, and distressed assets.

Scannell holds a Bachelor of Arts degree and Master of Business

Administration degree from Penn State University, a Master of Science degree from the University of Washington, a Juris Doctor degree

from Purdue University, and has been a Chartered Financial Analyst since 1993.

Scannell’s background in the financial industry qualifies him to serve on our board of directors.

Rudofsky has been a director since August 2023.

He served as our Chief Executive Officer from January 2022 to July 2024 and President

of the Company from January 2023 to July 2024.

He has been working in upstream and midstream natural resources for over 30 years.

beginning his career at Glencore (then Marc Rich and Co), he held senior and CEO positions at TransCanada Pipeline Ltd, Credit Agricole

Investment Bank and Alfa Group of Russia.

Since January 2012, Mr.

Rudofsky has been a managing principal of Talex Commodities Capital,

Ltd., which works with private equity and debt providers, including family offices, to implement innovative financing for the junior

mining and oil & gas sectors, including streaming, convertible debt, and royalties.

He holds a Bachelor of Arts degree from Clark

University and a Juris Doctor degree from Emory University School of Law.

Rudofsky’s experience in the natural resources industry and extensive private equity experience qualifies him to serve

on our board of directors.

in Certain Legal Proceedings

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Our Board of Directors currently acts as our nominating committee.

Director Independence

We do not currently have any independent directors.

We evaluate independence

by the standards for director independence established by Marketplace Rule 5605(a)(2) of the Nasdaq Stock Market, Inc.

do not currently have any independent directors.

We evaluate independence by the standards for director independence established by Marketplace

Rule 5605(a)(2) of the Nasdaq Stock Market, Inc.

May 11, 2012, our Board of Directors approved a renewed Code of Ethics which is applicable to our officers and senior executives, which

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1460, Boise, Idaho 83702.

Delinquent Section 16(a)

Section 16(a) of the Exchange

Act requires our directors and executive officers, and anyone who beneficially owns ten percent (10%) or more of our Common Stock, to

file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership of Common Stock.

Anyone required

to file such reports also need to provide us with copies of all Section 16(a) forms they file.

Based solely upon a review of (i) copies of the Section 16(a) filings received

during or with respect our fiscal year and (ii) certain written representations of our officers and directors, we believe that all filings

required to be made pursuant to Section 16(a) of the Exchange Act during and with respect to our fiscal year were filed in a timely manner.

EXECUTIVE COMPENSATION.

Officer Compensation

following is a summary of all compensation paid to the Company’s executive officers for the last two completed fiscal years.

in the table pertains to Jinghe Zhang who was the principal executive officer of the Company until his resignation on February 3, 2022,

when Crystal Globe Limited sold 83% of the issued and outstanding shares to JHP.

Subsequently, Ramon Lata became the Company’s

principal executive officer and principal financial and accounting officer, serving in such capacity without compensation until the Closing.

Simultaneous with the Closing, Messrs.

Rudofsky, Scannell, Brodkey, and Dykes were appointed as officers of the Company.

table below sets forth certain information about the compensation awarded to, earned by or paid to our Chief Executive Officer and our

other two most highly compensated executive officers whose total compensation exceeded $100,000 for the last two fiscal years ended (each,

a “Named Executive Officer”).

Steven Rudofsky (3)

President, Chief

Former President, Chief

Executive Officer

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Secretary, Chief

Operating Officer

Executive Officer

Shaun Dykes (2)

Former Vice President

Jinghe Zhang (3)

President, Chief

Executive Officer

Ramon Lata (4)

President, Chief

Executive Officer

Appointed on January 23, 2023.

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Resigned on March 27, 2023.

On February 3, 2022, Mr.

Zhang resigned all positions.

On February 3, 2022, Mr.

Lata was appointed.

On January 23, 2023, he resigned all positions.

Appointed on January 23, 2023.

Resigned as Chief Executive Officer on July 15, 2024.

Rudofsky’s resignation, the Company appointed Andrew Brodkey as its Chief Executive Officer and

Contracts, Termination of Employment, Change-in-Control Arrangements

the year ended January 31, 2025, the Company did not have any employment agreements with its officers and directors.

Officer Agreements

Brodkey and the Company entered into a Management Agreement on December 15, 2021, for a term of one year with automatic renewals for

one-year periods on December 31 of each year, subject to renegotiation within 60 days of the end of any one-year period unless earlier

terminated, with or without cause, upon notice.

Unless terminated for cause or other defined reasons, Mr.

Brodkey is entitled to severance

of one (1) month’s compensation for each two (2) months of service at the end of the third (3) month of service up to a maximum of two

(2) years’ wages.

Brodkey’s annual base compensation was $265,000 through May 1, 2024, at which time it was increased

to $350,000, payable in a combination of cash and common stock, and he may participate in any Company economic benefit plans that exist

or may be implemented.

Brodkey works full-time for the Company devoting a minimum of 40 hours a week to his position.

Scannell and the Company entered into a Management Agreement on January 1, 2022, for a term of one year with automatic renewals for one-year

periods at December 31 of each year, subject to renegotiation within 60 days of the end of any one-year period unless earlier terminated,

with or without cause, upon notice.

Unless terminated for cause or other defined reasons, Mr.

Scannell is entitled to severance of one

(1) month compensation for each two (2) months of service at the end of the third (3) month of service up to a maximum of two (2) years’

Scannell’s annual base compensation was $250,00 through May 1, 2024, at which time it was increased to $350,000, reviewable

at least annually, and he may participate in any Company economic benefit plans that exist or may be implemented.

Scannell works

full-time for the Company devoting a minimum of 40 hours a week to his position.

Rudofsky and the Company entered into a Management Agreement on January 1, 2022, for a term of one year with automatic renewals for one-year

periods at December 31 of each year, subject to renegotiation within 60 days of the end of any one-year period unless earlier terminated,

with or without cause, upon notice.

Unless terminated for cause or other defined reasons, Mr.

Rudofsky is entitled to severance of one

(1) month’s compensation for each two (2) months of service at the end of the third (3) month of service up to a maximum of two (2) years’

Rudofsky’s resigned as the company’s CEO on July 15, 2024.

Incentive Plan

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John Moeller (1)

Steven Rudofsky

Moeller resigned in April 2024.

The Company does not currently have employment agreements

with any of its executive officers but expects to enter into employment agreements with certain of them in the future.

ICUMO currently

has Management Agreements with Steven Rudofsky, Robert Scannell, and Andrew Brodkey.

Rudofsky and ICUMO entered into a Management Agreement

dated January 1, 2022, for a term of one year with automatic renewals for one-year periods at December 31 of each year, subject to renegotiation

within 60 days of the end of any one year period unless earlier terminated, with or without cause, upon notice.

Unless terminated for

cause or other defined reasons, Mr.

Rudofsky is entitled to severance of one (1) month compensation for each two (2) months of service

at the end of the third (3) month of service up to a maximum of two (2) years’ wages.

Rudofsky’s annual base compensation

is $250,000, reviewable at least annually, and he may participate in any Company economic benefit plans that exist or may be implemented.

Scannell and ICUMO entered into a Management Agreement

dated December 15, 2022, for a term of one year with automatic renewals for one-year periods at December 31 of each year, subject to renegotiation

within 60 days of the end of any one year period unless earlier terminated, with or without cause, upon notice.

Unless terminated for

cause or other defined reasons, Mr.

Scannell is entitled to severance of one (1) month compensation for each two (2) months of service

at the end of the third (3) month of service up to a maximum of two (2) years’ wages.

Scannell’s annual base compensation

is $250,000, reviewable at least annually, and he may participate in any Company economic benefit plans that exist or may be implemented.

Brodkey and ICUMO entered into a Management Agreement

dated December 15, 2021, for a term of one year with automatic renewals for one-year periods on December 31 of each year, subject to renegotiation

within 60 days of the end of any one-year period unless earlier terminated, with or without cause, upon notice.

Unless terminated for

cause or other defined reasons, Mr.

Brodkey is entitled to severance of one (1) month compensation for each two (2) months of service

at the end of the third (3) month of service up to a maximum of two (2) years’ wages.

Brodkey’s annual base compensation

is $250,000, payable in a combination of cash, common stock (valued at $0.15 per share) and 5-year warrants (exercisable at $0.15 per

share), with payments to be made upon the Company’s raising of certain funding amounts, or “Trigger Amounts,” as stated

Brodkey’s agreement.

Compensation Committee

We do not currently have a compensation committee

of the board of directors or a committee performing similar functions.

The board of directors as a whole participates in the consideration

of executive officer and director compensation.

Indebtedness of Directors, Senior Officers, Executive Officers and Other

None of our directors or executive officers or any associate or affiliate

of our company during the last two fiscal years is or has been indebted to our company by way of guarantee, support agreement, letter

of credit or other similar agreement or understanding currently outstanding.

of Directors, Senior Officers, Executive Officers and Other Management

of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years is or has been indebted

to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

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voting and investment power.

percentages below are calculated based on 243,450,644 shares of our common stock issued and outstanding

as of April 22, 2024.

Except as disclosed herein, we do not have any outstanding options, or other securities exercisable for or convertible

into shares of our common stock.

percentages below are calculated based on 261,463,225 shares of our common stock issued and outstanding as of April 22, 2025.

as disclosed herein, we do not have any outstanding options, or other securities exercisable for or convertible into shares of our common

Unless otherwise indicated, the address of each person listed is c/o Idaho Copper Corporation, 800 W.

Main Street, Suite 1460, Boise, Idaho 83702.

Main Street, Suite 1460,

Boise, Idaho 83702.

the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power

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Ownership (1)

Steven Rudofsky - Chief Executive Officer and President (3)

Robert Scannell - Chief Financial Officer, Treasurer and Director (4)

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John Moeller – Former Director (6)

Steven Rudofsky – Director and Former Chief Executive Officer and President (3)

Directors and Officers as a Group (4 persons)

5% Stockholders of a Class of Voting Stock

Multi-Metal Development Limited (6)

International Energy & Mineral Resources (7)

JHP Holdings Inc.

Elatam Family Trust (9)

(1) The number and percentage of shares beneficially

owned is determined under the rules of the SEC and the ownership includes any shares as to which the individual has sole or shared voting

power or investment power and also any shares which the individual has the right to acquire within 60 days through the exercise of stock

option or other right.

The persons named in the table have sole voting and investment power with respect to all shares of common stock

shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes

to this table.

(2) SEC Rule 13d-3 generally provides that beneficial

owners of securities include any person who, directly or indirectly, has or shares voting power and/or investment power with respect to

such securities, and any person who has the right to acquire beneficial ownership of such security within 60 days.

Any securities not

outstanding which are subject to such options, warrants or conversion privilege exercisable within 60 days are treated as outstanding

for the purpose of computing the percentage of outstanding securities owned by that person.

Such securities are not treated as outstanding

for the purpose of computing the percentage of the class owned by any other person.

At the present time, there are no outstanding options

(3) Consists of:

(1) 18,813,626 shares of common stock

(2) 1,675,000 shares of common stock underlying the 2021 warrants held by Mr.

and (3) 1,666,667 shares

of common stock underlying the 2022 warrants held by Mr.

(4) Consists of:

(1) 8,588,918 shares of common stock

Scannell and 5,073,666 shares of common stock of Feehan Partners LLP (“Feehan”) that Mr.

Scannell, as General

Partner of Feehan, has discretionary authority to vote and dispose of the shares held by Feehan and may be deemed to be the beneficial

owner of these shares;

The number and percentage of shares beneficially owned is determined under the rules of the SEC and the ownership includes any shares

as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right

to acquire within 60 days through the exercise of stock option or other right.

The persons named in the table have sole voting and investment

power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable

and the information contained in the footnotes to this table.

SEC Rule 13d-3 generally provides that beneficial owners of securities include any person who, directly or indirectly, has or shares

voting power and/or investment power with respect to such securities, and any person who has the right to acquire beneficial ownership

of such security within 60 days.

Any securities not outstanding which are subject to such options, warrants or conversion privilege exercisable

within 60 days are treated as outstanding for the purpose of computing the percentage of outstanding securities owned by that person.

Such securities are not treated as outstanding for the purpose of computing the percentage of the class owned by any other person.

the present time, there are no outstanding options or warrants.

(1) 20,175,606 shares of common stock owned by Mr.

(2) 1,175,000 shares of common stock underlying the 2021 warrants

and (3) 1,675,000 shares of common stock underlying the 2022 warrants held by Mr.

(1) 9,924,155 shares of common stock owned by Mr.

Scannell and 8,420,333 shares of common stock of Feehan Partners LLP (“Feehan”)

Scannell, as General Partner of Feehan, has discretionary authority to vote and dispose of the shares held by Feehan and may

be deemed to be the beneficial owner of these shares;

(2) 2,680,000 shares of common stock underlying the 2021 warrants held by Mr.

Scannell and 1,407,000 shares of

common stock underlying the 2021 warrants held by Feehan that Mr.

and 1,407,000 shares of common stock underlying the 2021 warrants held by Feehan that Mr.

Scannell could be deemed to beneficially own;

and (3) 2,666,667 shares

of common stock underlying the 2023 replacement warrants held by Mr.

(5) Consists of:

(1) 7,457,471 shares of common stock

(2) 1,098,800 shares of common stock underlying the 2021 warrants held by Mr.

(6) Consists of 292,002 shares of common stock owned

and (3) 2,680,000 shares of common stock underlying the 2023 replacement warrants held by Mr.

(1) 10,742,004 shares of common stock owned by Mr.

(2) 1,098,800 shares of common stock underlying the 2021 warrants

(3) 1,313,200 shares of common stock underlying the 2023 replacement

warrants held by Mr.

Consists of 666,667 shares of common stock owned by Dr.

Moeller, and 1,072,000 vested options that Dr.

Moeller holds pursuant to the 2022 Stock Incentive Options.

(7) Consists of:

(1) 121,468,700 shares of common

stock owned by Multi-Metal Development Limited (“MMD”);

and (2) 7,443,700 shares of common stock underlying the 2021 warrants

MMD is a public company traded on the Toronto Stock Exchange (TSXV:

MLY) and the Board of Directors of MMD share voting and

dispositive power over the shares of the Company.

The address for MMD is 638 Millbank Road, Vancouver, BC V5Z 4B7 Canada.

Moeller holds pursuant to the

2022 Stock Incentive Options.

121,468,700 shares of common stock owned by International Energy & Mineral Resources (Hong Kong) Ltd.

a private company with a business address of Suite A 19/F, Ritz Plaza, 122 Austin Road TST KLN, Hong Kong.

JHP Holdings, Inc.

(“JHP”) holds a

total of 16,644,820 shares of the Company’s common stock.

As the shareholder and executive director of JHP, Mr.

Lata is the beneficial

owner of the shares of the Company held by JHP.

(“JHP”) holds a total of 16,644,820 shares of the Company’s common stock.

As the shareholder and

executive director of JHP, Mr.

Lata is the beneficial owner of the shares of the Company held by JHP.

The address for JHP is 701 S.

Carson Street, Suite 200, Carson City, NV 89701.

(9) Consists of:

(1) 17,721,500 shares of common stock owned by the Elatam

Family Trust (“EFT”);

and (2) 17,721,500 shares of common stock underlying the 2021 warrants held by the EFT.

As a director

of the EFT, Mr.

Mohammad Elatam had voting and dispositive power over these shares and may be deemed to be the beneficial owner of such

The address for EFT is 344 Dalton Road, Lalor Victoria 3075, Australia.

Street, Suite 200, Carson City, NV 89701.

(1) 17,721,500 shares of common stock owned by the Elatam Family Trust (“EFT”);

and (2) 17,721,500 shares of

common stock underlying the 2021 warrants held by the EFT.

As a director of the EFT, Mr.

Mohammad Elatam had voting and dispositive power

over these shares and may be deemed to be the beneficial owner of such shares.

The address for EFT is 344 Dalton Road, Lalor Victoria

3075, Australia.

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

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PRINCIPAL ACCOUNTING FEES AND SERVICES.

Audit-related

Audit-related fees

All other fees

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

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Statement Schedules – None

statement schedules have been omitted either because they are not applicable, not required, or the information required to be

set forth therein is included in the financial statements or notes thereto.)

statement schedules have been omitted either because they are not applicable, not required, or the information required to be set

forth therein is included in the financial statements or notes thereto.)

of Independent Registered Public Accounting Firm.

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exhibits listed on the accompanying Exhibit Index are filed as part of this Annual Report.

Exchange Agreement, by and between Idaho Copper Corporation (formerly known as Joway Health Industries Group Inc.), International

CuMo Mining Corporation, and the shareholders of International CuMo Mining Corporation, dated January 23, 2023 (Incorporated by reference

to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).

Share Exchange Agreement, by and between Idaho Copper Corporation (formerly known as Joway Health Industries Group Inc.), International CuMo Mining Corporation, and the shareholders of International CuMo Mining Corporation, dated January 23, 2023 (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).

Amended and Restated Articles of Incorporation (Incorporated by reference to the exhibits to our Form 8-K filed with the SEC on October 14, 2022)

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Certificate of Designation of the Series A Convertible Non-Voting Preferred Stock (Incorporated by reference to the exhibits to our Form 8-K filed with the SEC on January 17, 2024)

of Capital Stock*

Description of Capital Stock*

Form 2021 Warrant (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).

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Stock Purchase Agreement, dated as of January 31, 2022, by and among Crystal Globe Limited, Idaho Copper Corporation (formerly known as Joway Health Industries Group Inc.) and JHP Holdings, Inc.

(Iancorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on February 10, 2022)

(Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on February 10, 2022)

Debt Assignment and Release Agreement, dated January 23, 2023, by and among Idaho Copper Corporation (formerly known as Joway Health Industries Group Inc.) and JHP Holdings, Inc.

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Management Agreement between International Cumo Mining Corporation and Robert W.

Scannell dated December 15, 2022.

Management Agreement between International Cumo Mining Corporation and Steven Rudofsky dated January 1, 2022.

Scannell dated December 15, 2022 (Incorporated by reference to the exhibits to our Form 10-K for the year ended January 31, 2024).

Management Agreement between International Cumo Mining Corporation and Steven Rudofsky dated January 1, 2022 Incorporated by reference to the exhibits to our Form 10-K for the year ended January 31, 2024).

Management Agreement between International Cumo Mining Corporation and Andrew A.

Brodkey dated December 15, 2021.

Brodkey dated December 15, 2021 (Incorporated by reference to the exhibits to our Form 10-K for the year ended January 31, 2024).

Technical Advisory Agreement between Internation Cumo Mining Corporation and Mult-Metal Development Ltd.

dated March 31, 2023.

dated March 31, 2023 (Incorporated by reference to the exhibits to our Form 10-K for the year ended January 31, 2024).

Form of Unit Subscription Purchase Agreement (Incorporated by reference to the exhibit to our Form 8-K filed with the SEC on January 17, 2024.

of Subsidiaries*

Consent of Geologic Systems Ltd.

regarding the CuMo Project (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).

Certification

of the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

Certification

of Principal Accounting and Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

Certification

of the Principal Executive Officer of Registrant pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

Certification

of Principal Accounting and Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

SGS Bateman Proposal, dated November 13, 2023 (Incorporated by reference to the exhibits to our Registration Statement on Form S-1 filed with the SEC on July 11, 2024).

Master Truscan Services Agreement by and between the Company and Veracio, Inc., dated March 3, 2024 (Incorporated by reference to the exhibits to our Registration Statement on Form S-1 filed with the SEC on July 11, 2024).

List of Subsidiaries*

Certification of the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

Certification of Principal Accounting and Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

Certification of the Principal Executive Officer of Registrant pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

Certification of Principal Accounting and Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

Technical Report Summary and Resource Estimate, the CuMo Project, Boise National Forest, Boise County, Idaho, United States (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).

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behalf by the undersigned, thereunto duly authorized.

April 22, 2025

COPPER CORPORATION

Steven Rudofsky

Andrew Brodkey

and Chief Executive Officer

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Registrant and in the capacities and on the dates indicated.

Steven Rudofsky

Andrew Brodkey

Executive Officer and President (Principal Executive Officer)

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Financial Officer, Treasurer and Director (Principal Financial and Accounting Officer)

Andrew Brodkey

Operating Officer, Secretary and Director

No such annual report, proxy statement, form of proxy or other soliciting

material has been sent to its shareholders.

The registrant will not be sending an annual report or proxy material to its shareholders

subsequent to the filing of this form.

Idaho Copper Incorporated

Steven Rudofsky

such annual report, proxy statement, form of proxy or other soliciting material has been sent to its shareholders.

The registrant will

not be sending an annual report or proxy material to its shareholders subsequent to the filing of this form.

Copper Incorporated

Report of Independent Registered Public Accounting Firm (PCAOB ID:

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OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Stockholders of

Copper Corporation

on the Financial Statements

have audited the accompanying consolidated balance sheet of Idaho Copper Corporation (the “Company”) as of January 31, 2025,

and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the year ended January

31, 2025, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present

fairly, in all material respects, the financial position of the Company as of January 31, 2025, and the results of its operations and

its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

accompanying financial statements have been prepared assuming that the entity will continue as a going concern.

As discussed in Note

2 to the financial statements, the Company has suffered recurring losses from operations and has not yet generated any revenues.

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

Management’s plans in regard to these

matters are also described in Note 2 to the financial statements.

The financial statements do not include any adjustments that might

result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

Audit Matters

audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be

communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and

(2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

Novogradac & Company LLP

& Company LLP

have served as the Company’s auditor since 2025.

of Independent Registered Public Accounting Firm

the Board of Directors and

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matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Based Compensation

compensation expense incurred by the Company for employees and directors is based on the employee model of ASC 718, and the fair market

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calculations.

GreenGrowth CPAs

have served as the Company’s auditor since 2024.

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ID Number 6580

Vision Our Focus

Report of Independent Registered Public Accounting

Board of Directors and Shareholders

IDAHO COPPER CORPORATION

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheet of Idaho Copper Corporation as of January 31, 2023, and the related consolidated

statements of operations, changes in stockholders’ deficit, and cash flows for the year ended January 31, 2023, and the related

notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly,

in all material respects, the financial position of Idaho Copper Corporation as of January 31, 2023, and the results of its operations

and its cash flows for the year ended January 31, 2023, in conformity with accounting principles generally accepted in the United States

accompanying financial statements have been prepared assuming that the entity will continue as a going concern.

As discussed in Note

2 to the financial statements, the entity has suffered recurring losses from operations and has a net capital deficiency that raise substantial

doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the entity’s management.

Our responsibility is to express an opinion on these financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (“PCAOB”) and are required to be independent with respect to Idaho Copper Corporation in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Corporation is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

an opinion on the effectiveness of the entity’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provide

a reasonable basis for our opinion.

Audit Matters

audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be

communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and

(2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

Turner, Stone & Company, L.L.P.

have served as Idaho Copper Corporation’s auditor since 2023.

COPPER CORPORATION

Joway Health Industries Group Inc.)

Balance Sheet

Consolidated Balance Sheet

Current assets

Other receivables

Prepaid expenses

Total current assets

Right of use asset

CURRENT LIABILITIES AND STOCKHOLDERS’ DEFICIT

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Accrued interest, current portion

Lease liability

Bond liabilities, current portion

Total current liabilities

Non-current liabilities

Bond liabilities

Bond liabilities, non-current portion

Convertible notes payable, net of discounts

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accompanying notes are an integral part of the consolidated financial statements.

COPPER CORPORATION

Joway Health Industries Group Inc.)

Statement of Operations

the Years Ended January 31,

IDAHO COPPER CORPORATION

Consolidated Statement of Operations

For the Years Ended January 31,

Operating expenses

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Payroll and related expenses

Stock-based stock compensation

Stock-based compensation

Other general and administrative expenses

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Amortization of debt discount

Gain on disposal of asset

Interest income

Interest expense

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accompanying notes are an integral part of the consolidated financial statements.

COPPER CORPORATION

Joway Health Industries Group Inc.)

Statements of Changes in Stockholders’ Deficit

the Years Ended January 31, 2024 and 2023

IDAHO COPPER CORPORATION

Consolidated Statements of Changes in Stockholders’ Deficit

For the Years Ended January 31, 2025 and 2024

Preferred Stock

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$ ( 4,620,577 )

Common stock issued for ICUMO

Recapitalization

( 15,041,100 )

Common stock options issued for services

Issuance of warrants for common stock

Beneficial conversion feature on convertible notes payable

Common stock issued for services

Recording replacement options for RTO

Warrants issued

Conversion of liabilities to common stock

Issuance of preferred stock and warrants for common stock

Net loss for the period ended January 31, 2024

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$ ( 6,060,609 )

Adoption of ASU 2020-06

$ ( 31,600,305 )

$ ( 6,060,609 )

Common stock issued for services

Sale of preferred stock

Conversion of convertible notes payable

Exercise of warrants

Exercise of options

Stock-based compensation

Warrants issued

Conversion of liabilities to common stock

Issuance of preferred stock and warrants for common stock

Costs related to sale of preferred stock

Net loss for the period ended January 31, 2025

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( 5,137,332 )

Balance, January 31, 2025

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accompanying notes are an integral part of these consolidated financial statements.

COPPER CORPORATION

Joway Health Industries Group Inc.)

Statements of Cash Flows

the Years Ended January 31,

IDAHO COPPER CORPORATION

Consolidated Statements of Cash Flows

For the Years Ended January 31,

Cash flows from operating activities:

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Amortization of debt discount

Convertible notes payable issued for expenses

Expenses paid by parent company

Change in assets and liabilities:

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Net cash used in operating activities

( 2,503,508 )

Cash flows from financing activities:

Proceeds from convertible notes payable

Proceeds from sale of preferred stock

Proceeds from notes payable

Proceeds from note payable

Repayment of debenture

Proceeds from exercise of warrants

Proceeds from sale of preferred stock, net

Net cash provided by financing activities

Net increase in cash

Net change in cash

Cash at beginning of period

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Non-cash investing and financing activities:

Conversion of liabilities into common stock

Beneficial conversion feature on convertible debt

Conversion of convertible notes payable

Cashless exercise of warrants and options

Conversion of accounts payable into common stock

accompanying notes are an integral part of these consolidated financial statements.

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1 – NATURE OF OPERATIONS

accompanying consolidated financial statements include the financial statements of Idaho Copper Corporation (formerly known as Joway

Health Industries Group Inc.) (referred to herein as “Idaho Copper”).

Idaho Copper is hereinafter referred to as the “Company,”

“we” and “us.”

accompanying condensed consolidated financial statements include the financial statements of Idaho Copper Corporation (formerly known

as Joway Health Industries Group Inc.) (referred to herein as “Idaho Copper”).

Idaho Copper is hereinafter referred to as

the “Company,” “we,” and “us.”

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

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of Operations

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

Company is in the process of exploring its mineral rights interests in the United States and as of the date of these condensed consolidated

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

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change from December 31 to January 31.

The consolidated financial statements are based on the balance sheets and statements

The condensed consolidated financial statements are based on the balance sheets and statements

of operations of ICUMO on a post-merger basis.

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and transactions have been eliminated in the consolidation.

The consolidated financial statements included herein, presented

in accordance with US GAAP and stated in United States dollars, have been prepared by the Company, pursuant to the rules and regulations

The condensed consolidated financial statements included herein, are presented

in accordance with US GAAP, and stated in United States dollars, and have been prepared by the Company, pursuant to the rules and regulations

and Going Concern

have incurred recurring losses since inception and expect to continue to incur losses as a result of legal, stock-based

compensation, professional fees and our corporate general and administrative expenses.

On January 31, 2024, we had $ 30,146

Our net loss incurred for the year ended January 31, 2024 was $ 3,712,047

and the working capital deficit was $1,868,607

on January 31, 2024.

As a result, there is substantial doubt about our ability to continue as a going concern.

In the event that we

are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce

or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on

our business, operating results, financial condition and long-term prospects.

The Company expects to seek to obtain additional

funding through increased revenues and future financing.

There can be no assurance as to the availability or terms upon which such

financing and capital might be available.

The accompanying consolidated financial statements have been prepared assuming that the

Company will continue as a going concern.

preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that

affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the consolidated

have incurred recurring losses since inception and expect to continue to incur losses as a result of legal and professional fees and

our corporate general and administrative expenses.

On January 31, 2025, we had $ 100,678 in cash.

Our net loss incurred for the year ended

January 31, 2025, was $ 5,137,332 and the working capital deficit was $ 1,875,118 on January 31, 2025.

As a result, there is substantial

doubt about our ability to continue as a going concern.

In the event that we are unable to generate sufficient cash from our operating

activities or raise additional funds, we may be required to delay, reduce or severely curtail our operations or otherwise impede our

on-going business efforts, which could have a material adverse effect on our business, operating results, financial condition and long-term

The Company expects to seek to obtain additional funding through increased revenues and future financing.

There can be no

assurance as to the availability or terms upon which such financing and capital might be available.

The accompanying condensed consolidated

financial statements have been prepared assuming that the Company will continue as a going concern.

preparation of condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the condensed consolidated

financial statements, and the reported amounts of revenues and expenses during the reporting period.

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exceed applicable Federal Deposit Insurance Corporation (“FDIC”) insurance amounts of $ 250,000 .

From time to time, the Company has certain cash balances, including restricted cash, that may exceed insured limits.

The Company utilizes

large banking institutions which it believes mitigates these risks.

From time to time, the Company

has certain cash balances, including restricted cash, that may exceed insured limits.

The Company utilizes large and reputable banking

institutions which it believes mitigates these risks.

The Company has not experienced any losses in such accounts.

As of January 31,

2025, the Company’s cash balance did no t exceed the insurance limits.

Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718, Compensation – Stock Compensation,

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Value of Financial Instruments

book values of cash, accounts receivable, and accounts payable approximate their respective fair values due to the short-term nature

of these instruments.

The fair value hierarchy under US GAAP distinguishes between assumptions based on market data (observable inputs)

and an entity’s own assumptions (unobservable inputs).

book values of cash and accounts payable approximate their respective fair values due to the short-term nature of these instruments.

The fair value hierarchy under US GAAP distinguishes between assumptions based on market data (observable inputs) and an entity’s

own assumptions (unobservable inputs).

hierarchy consists of three levels

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share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents

The Company has 120,358,262 dilutive shares (related to the convertible notes (see Note 4)) of common stock as of January 31, 2024, which were excluded from the net loss per share calculation because the effect would be anti-dilutive.

Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes .

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The Company does not have any accrued interest

or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the year ended January 31, 2024.

or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the year ended

January 31, 2025.

Issued and Adopted Accounting Pronouncements

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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.

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

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 which 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.

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 $ 405,305 .

Company presents convertible debentures separately in its debt and equity components within the balance sheet.

The fair value

of a compound instrument at issuance is assigned to its respective debt and equity components.

The fair value of the debt component is

established first with the equity component being determined by the residual amount.

The fair value of a compound

instrument at issuance is assigned to its respective debt and equity components.

The fair value of the debt component is established

first with the equity component being determined by the residual amount.

Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the

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Mineral Right Interests

Company capitalizes into intangible assets all costs, net of any recoveries, of acquiring, exploring, and evaluating an unproven mineral

right interest, until the rights to which they relate are placed into production, at which time these deferred costs will be amortized

over the estimated useful life of the rights upon commissioning the property, or written-off if the rights are disposed of, impaired

or abandoned.

Company will capitalize into intangible assets all costs, net of any recoveries, of acquiring, exploring, and evaluating an unproven

mineral right interest, until the rights to which they relate are placed into production, at which time these deferred costs will be

amortized over the estimated useful life of the rights upon commissioning the property, or written-off if the rights are disposed of,

impaired or abandoned, when applicable.

reviews the carrying amounts of mineral rights annually or when there are indicators of impairment and will recognize impairment based

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as that of the rights under review.

include the cash consideration and the fair value of shares issued on the acquisition of mineral rights.

will include the cash consideration and the fair value of shares issued on the acquisition of mineral rights.

Rights acquired under option

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costs of the related mineral rights, with any excess being included in operations.

The application of the Company’s accounting policy for unproven mineral right interests requires judgment in

determining whether it is likely that future economic benefits will flow to the Company, which may be based on assumptions about future

events or circumstances.

application of the Company’s accounting policy for unproven mineral right interests requires judgment in determining whether it

is likely that future economic benefits will flow to the Company, which may be based on assumptions about future events or circumstances.

Estimates and assumptions may change if new information becomes available.

If, after expenditures are capitalized,

information becomes available suggesting that the recovery of the expenditures is unlikely, the amount capitalized is impaired with a

corresponding charge to profit or loss in the period in which the new information becomes available.

If, after expenditures are capitalized, information becomes

available suggesting that the recovery of the expenditures is unlikely, the amount capitalized is impaired with a corresponding charge

to profit or loss in the period in which the new information becomes available.

may be material uncertainties associated with the Company’s title and ownership of its unproven mineral right interests.

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of Long-Lived Assets

Company’s long-lived assets and other assets (consisting of property and equipment) are reviewed for impairment in accordance with

the guidance of the FASB ASC Topic 360-10, Property, Plant, and Equipment .

Long lived assets are reviewed for impairment whenever

events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of assets to

be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to

be generated by that asset.

If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge

is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Company’s future long-lived assets and other assets (consisting of property and equipment) will be reviewed for impairment in accordance

with the guidance of the FASB ASC Topic 360-10, Property, Plant, and Equipment .

Long lived assets are reviewed for impairment

whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of assets

to be held and used are measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected

to be generated by that asset.

If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment

charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

obligation to incur restoration, rehabilitation and environmental costs arises when environmental disturbance is caused by the exploration,

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The Company has a deposit of $ 100,000 (as

reflected in other assets on the balance sheet) for the reclamation bond which has a face value of $ 278,000 as determined by the United

States Department of Agriculture Forest Service.

reflected in Deposit on the balance sheet) for the reclamation bond which has a face value of $ 278,000 as determined by the United States

Department of Agriculture Forest Service.

security deposit is refundable when the Company completes the required reclamation clean-up costs.

the Company does not currently have any obligations related to significant reclamation activities it has recorded provisions

for estimated reclamation costs based on the assumption that the amounts of the reclamation bonds posted with government authorities

and the amount of the non-current deposit (surety deposit), approximate the best estimate of the net present value of expected future

reclamation costs that may need to be incurred by the Company.

estimated reclamation provision is comprised of deposits to the Bureau of Land Management, the United States Forest Service, the third-party

provider of the surety, and other agencies for the above properties.

4 – CONVERTIBLE NOTES

Company has $ 1,100,200 in convertible secured notes payable at January 31, 2024 as follows:

4 – CONVERTIBLE NOTES AND NOTES PAYABLE

Notes Payable

Company has $ 0 and $ 1,100,200 in convertible secured notes payable at January 31, 2025 and 2024, respectively.

The balances as of January

31, 2024, were as follows:

SCHEDULE OF CONVERTIBLE SECURED NOTES PAYABLE

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Feehan Partners, LP

are debt discounts and beneficial conversion features on the above notes payable of $ 475,201 .

The Company amortizes the beneficial conversion feature over the life of the note payable using the straight-line method which it believes

approximates the effective interest method.

part of the issuance of replacement notes and warrants for the issued and outstanding convertible notes and warrants of ICUMO, the Company

recognized a loss on extinguishment of liabilities of approximately $ 1,774,000

during the year ended January 31, 2023.

amount is included within ‘stock-based compensation’ on the accompanying statement of operations.

The following are the inputs to the Black-Scholes

option pricing model used to estimate the value of the above warrants at issuance:

SCHEDULE OF ESTIMATED FAIR VALUE ASSUMPTIONS

Exercise price

$ 0.15 – 0.23

Expected volatility (a)

Expected term (years)

Risk free rate

2.97 – 3.23 %

The Company derived expected volatility using the average volatility for a sample of comparable companies due to the thinly traded nature of the Company’s stock for issuances during the year ended January 31, 2023.

replacement notes and new warrants are secured by mining claims and rights of the CuMo Project.

of January 31, 2024, there were debt discounts and beneficial conversion features on the above notes payable of $ 476,201 .

derecognized the unamortized beneficial conversion feature upon its adoption of ASU 2020-06 as described in Note 1.

April 5, 2024, holders of $ 1,100,200 par value of Convertible Secured Notes issued between December 2022 and May 2023 elected to convert

those notes to common stock under contract terms.

As a result, we issued 12,848,117 shares of common stock to the respective holders.

October 28, 2024, the Company issued a secured promissory note for $ 25,000

to Feehan Partners, LP (“Feehan”), a company controlled by Robert Scannell, the Company’s chief financial

officer and director.

The note accrues interest at 10 %

and is due on October 28, 2025.

November 4, 2024, the Company issued a secured promissory note for $ 25,000 to Feehan.

The note accrues interest at 10 % and is due on

November 4, 2025.

November 20, 2024, the Company issued a secured promissory note for $ 25,000 to Feehan.

The note accrues interest at 10 % and is due on

November 20, 2025.

December 3, 2024, the Company issued a secured promissory note for $ 25,000 to Feehan.

The note accrues interest at 10 % and is due on

December 3, 2025.

of January 31, 2025, the Company’s outstanding notes payable are as follows:

OF NOTES PAYABLE

Feehan Partners

Feehan Partners is a related party.

future payments are as follows:

OF FUTURE MINIMUM PAYMENTS

5 – BOND LIABILITIES

Company has bond liabilities as of January 31, 2024, as follows:

OF BOND LIABILITIES

Company has bond liabilities as of January 31, 2025, and 2024, are as follows:

SCHEDULE OF BOND LIABILITIES

Principal Amount

Maturity Date

Yin Yin Silver Limited

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Adair or Joanne Adair

2/15/2025 (a)

Joseph Swinford or Danielle Swinford

2/15/2025 (a)

Brandon Swain or Sierra Swain

2/15/2025 (a)

Scott Collins or Kendra Collins

2/15/2025 (a)

Carl Collins or Ellen Collins

2/15/2025 (a)

Bret Renaud (9)

Elatam Group Ltd

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Stanton and Carol Stanton

notes above are secured by the following collateral:

all the assets of Idaho CuMo except for the following patented lode mining claims

located in Section 13, Township 8 North, Range 5 East, Boise Meridian, Boise County, Idaho, as depicted on Mineral Survey 1706:

Blackbird, (ii) Red Flag, (iii) Enterprise, (iv) Enterprise Fraction, (v) Commonwealth, (vi) Baby Mine.

Each Note will rank pari

passu with all other Notes.

investment by accredited investor.

in exchange for 20 unpatented mining claims located approximately 10 miles northeast of Pioneerville, Idaho.

to settle litigation between MultiMetal Development Ltd.

(former parent company of Idaho Copper Corp) and Acepac Holdings.

accrual dates 6/30 and 12/31.

paid in cash on 6/30 and 12/31.

September 25, 2023, these notes were extended from February 15, 2024, to February 15, 2025.

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versus extinguishment and was determined to be a modification.

maturities of the bond liabilities as of January 31, 2024 for the future fiscal years are as follows:

SCHEDULE OF MATURITIES OF THE BOND LIABILITIES

On December 16, 2024, the notes were extended again, to February 15,

Company has been advised by counsel that before repaying the Yin Yin notes, it must receive from the creditor basic KYC/AML information

including a list of its shareholders, valid ID for each shareholder, Articles of Incorporation, and evidence that the company is

in good standing with its regulator.

The Company has repeatedly requested this information from the creditor but has thus far received

This note is in default as of 10/14/24.

The Company has attempted to contact Renaud without success.

Future payments are as follows:

OF BOND LIABILITIES MINIMUM PAYMENTS

6 – RELATED PARTY TRANSACTIONS

March 31, 2023, the Company issued 879,628 shares of common stock to Brodkey ( 108,024 shares), Scannell ( 385,802 shares), Kolodner ( 192,901

shares), and Rudofsky ( 192,901 shares) in exchange for the conversion of accrued compensation of $ 18,000 , $ 62,500 , $ 31,250 , and $ 31,250 ,

respectively.

The shares were valued at fair value at $ 0.162 per share.

of January 31, 2024, the Company has accrued compensation of $ 370,135 for its officers as recorded in accrued expenses to related parties.

The Company compensated its officers $ 806,667 for the year ended January 31, 2024.

of January 31, 2025, the Company compensated its officers $ 784,167

and $ 806,667 for the years ended January 31, 2025, and 2024, respectively.

January 23, 2023, the Company issued convertible notes payable to the following:

Steven Rudofsky (“Rudofsky”), Chairman and

CEO, for $ 125,000 ;

Feehan Partners LP (“Feehan”), controlled by Robert Scannell, CFO and Director, for $ 87,334 and $ 112,666 ;

Steven Rudofsky (“Rudofsky”), former Chairman

and CEO, for $ 125,000 ;

Feehan Partners LP (“Feehan”), controlled by Robert Scannell (“Scannell”), CFO and Director,

for $ 87,334 and $ 112,666 ;

Andrew Brodkey (“Brodkey”).

COO and Director, for $ 98,000 ;

and Shaun Dykes (“Dykes”), former Vice President and

former Director, for $ 150,000 (issued to Dykes and related parties to Dykes).

March 22, 2023, Shaun Dykes resigned as Vice President and Director.

of January 31, 2024, the Company has payables of $ 54,611 to Brodkey.

CEO, COO and Director, for $ 98,000 ;

and Shaun Dykes (“Dykes”),

Vice President and Director, for $ 150,000 (issued to Dykes and related parties to Dykes).

On April 5, 2024, Rudofsky, Feehan, Brodkey,

and Dykes converted notes payable of $ 125,000 , $ 200,000 , $ 98,000 , and $ 30,000 , respectively, into 1,666,667 , 2,666,666 , 1,306,667 , and

400,000 shares of common stock, respectively (see Note 4).

April 3, 2024, the officers of the company, Rudofsky, Brodkey, and Scannell each elected to exercise 5,360,000 vested stock options with

a strike price of $ 0.125 and an expiration date of September 30, 2027.

All options were exercised on a cashless basis, resulting in the

issuance of 3,385,000 shares per officer, or a total of 11,055,000 common shares.

April 4, 2024, Feehan and Brodkey executed cashless conversion of 2,666,666 and 1,306,667 warrants, respectively, into 1,666,670 and

816,666 shares of common stock, respectively.

April 8, 2024, Rudofsky executed cashless conversion of 1,666,667 warrants into 1,041,667 shares of common stock.

May 1, 2024, Rudofsky, Brodkey, and Scannell each elected to convert accrued compensation of $ 31,250 , $ 17,500 , and $ 62,500 , respectively,

into 195,313 , 109,375 , and 390,625 shares of common stock, respectively.

August 2, 2024, Brodkey, Rudofsky, and Scannell each elected to convert accrued compensation of $ 42,500 , $ 31,250 , and $ 87,500 , respectively,

into 170,000 , 125,000 , and 350,000 shares of common stock, respectively.

September 25, 2024, the Company issued stock incentives to Brodkey ( 2,570,000 shares valued at $ 565,400 ), Scannell ( 2,500,000 shares

valued at $ 550,000 ), and Rudofsky ( 125,000 shares valued at $ 27,500 ).

October 28, 2024, the Company issued a secured promissory note for $ 25,000 to Feehan Partners, LP (“Feehan”), a company controlled

by Robert Scannell, the Company’s chief financial officer and director.

The note accrues interest at 10 % and is due on October

November 4, 2024, the Company issued a secured promissory note for $ 25,000 to Feehan.

The note accrues interest at 10 % and is due on

November 4, 2025.

November 5, 2024, Brodkey and Scannell each elected to convert accrued compensation of $ 42,500 and $ 87,500 into 193,182 and 397,727 shares

of common stock, respectively.

On November 5, 2024, Rudofsky exercised 500,000 warrants at $ 0.15 for $ 75,000 .

November 20, 2024, the Company issued a secured promissory note for $ 25,000 to Feehan.

The note accrues interest at 10 % and is due on

November 20, 2025.

December 3, 2024, the Company issued a secured promissory note for $ 25,000 to Feehan.

The note accrues interest at 10 % and is due on

December 3, 2025.

January 31, 2025, Brodkey and Scannell each elected to convert accrued compensation of $ 42,500 and $ 87,500 into 106,784 and 219,849 shares

of common stock, respectively.

January 31, 2025, Brodkey and Scannell each elected to convert accrued compensation of $ 55,000 and $ 62,500 into 138,192 and 157,036 shares

of common stock, respectively.

of January 31, 2025, the Company has payables of $ 56,150 to Brodkey, which are included in accounts payable and accrued expenses in the accompanying

consolidated balance sheets.

7 – STOCKHOLDERS’ EQUITY

Company has authorized share capital of 10,000,000 shares of preferred stock with par value of $ 0.001 .

January 12, 2024, we entered into Unit Subscription Purchase Agreements (“Subscription Agreements”) with purchasers for

an aggregate of 23 (“Units”) at a price of $12,000 per Unit.

Each Unit comprised of one (1) share of Series A Convertible Non-Voting Preferred Stock,

$0.001 par value per share (the “Series A Preferred Stock”), and (ii) 62,500

January 12, 2024, we entered into Unit Subscription Purchase Agreements (“Subscription Agreements”) with purchasers for an

aggregate of 23 (“Units”) at a price of $12,000 per Unit.

Each Unit comprised of one (1) share of Series A Convertible Non-Voting

Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”), and (ii) 62,500 common stock purchase warrants

(the “Warrants”).

The rights and preferences of the Series A Preferred Stock, include without limitation, the right of each

holder thereof to convert each share of Series A Preferred Stock into 50,000 shares of the Company’s common stock, par value $ 0.001

par value per share (“Common Stock”), as set forth in the Certificate of Designation of Series A Convertible Non-Voting Preferred

Stock (the “Certificate of Designation”).

The Warrant holders have the right to exercise the Warrants for three ( 3 ) years

at an exercise price of $ 0.24 per share of Common Stock.

The Units were offered and sold in reliance upon exemptions from the registration

requirements provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D promulgated thereunder.

The Company has agreed to file a registration statement to cover the re-sale of the shares of Common Stock issuable upon the conversion

of the Series A Preferred Stock, and upon the exercise of the Warrants.

The Company intends to utilize the net proceeds from the sale

of the Units in the Offering for working capital and general corporate purposes.

warrants issued through January 31, 2024, had a Black-Scholes fair value of $ 156,746 for the 1,125,000 warrants issued.

SCHEDULE OF ESTIMATED FAIR VALUE OF WARRANTS

February 2024 and January 2025, 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 $ 2,084,040 .

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”).

The rights and preferences of the Series A Preferred Stock,

include without limitation, the right of each holder thereof to convert each share of Series A Preferred Stock into 50,000

Each share of Preferred Stock converts into 50,000

shares of the Company’s common stock, par value $ 0.001

par value per share (“Common Stock”), as set forth in the Certificate of Designation of Series A Convertible Non-Voting

Preferred Stock (the “Certificate of Designation”).

The Warrant holders have the right to exercise the Warrants for

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 of Common Stock.

The Units were offered and sold in reliance upon exemptions from the registration requirements provided

by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D promulgated thereunder.

has agreed to file a registration statement to cover the re-sale of the shares of Common Stock issuable upon the conversion of the

Series A Preferred Stock, and upon the exercise of the Warrants.

The Company intends to utilize the net proceeds from the sale of

the Units in the Offering for working capital and general corporate purposes.

The warrants issued through January 31, 2024 had

a Black-Scholes fair value of $ 156,746

for the 1,125,000

warrants issued.

SCHEDULE OF ESTIMATED FAIR VALUE OF WARRANTS

Exercise price

Expected volatility

521 - 1,042 %

Expected term (years)

Risk free rate

4.05 – 4.45 %

of January 31, 2024, and 2023, the Company had 23 and 0 shares issued and outstanding.

of January 31, 2025, and 2024, the Company had 196.67 and 23 shares of Series A Preferred Stock issued and outstanding, respectively.

Company has authorized share capital consisted of 500,000,000 shares of common stock with par value of $ 0.001 .

January 23, 2023, the Company issued 182,240,000 for the transaction with ICUMO (see Note 1).

January 23, 2023, the Company issued 5,467,200 shares of common stock to Newbridge Securities and affiliates for investment banking services

related to the Company’s transaction with ICUMO.

The shares were valued at $ 0.15 per share or $ 820,080 .

January 23, 2023, the Company issued 446,623 shares of common stock to Steven Delonga and John Hedges for services.

The shares were valued

at $ 0.15 per share or $ 66,993 .

January 23, 2023, the Company issued 250,000 shares of common stock to David Lubin for consulting services.

The shares were valued at $ 0.15

per share or $ 37,500 .

March 31, 2023, the Company issued 879,628

shares of common stock to Brodkey ( 108,024

shares), Scannell ( 385,802

shares), Kolodner ( 192,901

shares), and Rudofsky ( 192,901

shares) in exchange for the conversion of accrued compensation of $ 18,000 ,

and $ 31,250 ,

respectively.

The shares were valued at $ 0.162

per share or $ 142,500 .

The Company recognized did not recognize a gain or loss on the extinguishment as the fair value of the

shares equaled the value of the liabilities extinguished.

August 19, 2023, the Company issued 3,844,073

shares of common stock to Brodkey ( 326,190

shares), Scannell ( 1,190,471

shares), Kolodner ( 595,236

shares), Rudofsky ( 595,236

shares), employees and consultants ( 1,136,940

shares) in exchange for the conversion of accrued compensation of $ 22,833 ,

and $ 79,585 ,

respectively.

The shares were valued at $ 0.07

per share or $ 269,085

based on the closing price of the Company’s stock on the grant date.

The Company recognized did not recognize a gain or loss on the extinguishment as the fair value of the shares equaled the value of

the liabilities extinguished.

On November 2, 2023, the Company

issued 1,466,208

shares of common stock for services and recognized stock-based compensation expense.

The shares were valued at $ 0.21

per share or $ 309,353

based on the closing price of the Company’s common stock on the grant date.

of January 31, 2024, the Company had 214,647,732 shares issued and outstanding.

described in Note 4, the Company issued certain shares of its common stock for the conversion of convertible notes payable during the

period ended January 31, 2025.

described in Note 6, the Company issued certain shares of its common stock to related parties during the period ended October 31, 2024.

April 2024, the Company issued 1,041,667 shares of common stock to an officer as a result of the cashless exercise of their warrants.

May 1, 2024, Rudofsky, Brodkey, and Scannell each elected to convert accrued compensation of $ 31,250 , $ 17,500 , and $ 62,500 , respectively,

into 195,313 , 109,375 , and 390,625 shares of common stock, respectively.

August 2, 2024, Brodkey, Rudofsky, and Scannell each elected to convert accrued compensation of $ 42,500 , $ 31,250 , and $ 87,500 , respectively,

into 170,000 , 125,000 , and 350,000 shares of common stock, respectively.

Other employees and non-employees converted compensation of

$ 574,750 into 439,000 shares of common stock.

September 25, 2024, the Company issued stock incentives to Brodkey ( 2,570,000 shares valued at $ 565,400 ), Scannell ( 2,500,000 shares

valued at $ 550,000 ), and Rudofsky ( 125,000 shares valued at $ 27,500 ).

The Company also issued stock incentives to employees and non-employees

( 375,000 shares valued at $ 82,500 ).

November 5, 2024, Brodkey and Scannell each elected to convert accrued compensation of $ 42,500 and $ 87,500 into 193,182 and 397,727 shares

of common stock, respectively.

Additionally, Dykes, a former officer, and a consultant, converted accrued compensation of $ 47,500 and

$ 20,000 into 215,909 and 90,909 shares of common stock, respectively.

December 18, 2024, a vendor converted a payable for $ 30,000 into 125,000 shares of common stock.

January 31, 2025, Brodkey and Scannell each elected to convert accrued compensation of $ 42,500 and $ 87,500 into 106,784 and 219,849 shares

of common stock, respectively.

Additionally, Dykes, a former officer, and a consultant, converted $ 47,500 and $ 20,000 into 119,347 and

50,251 shares of common stock, respectively.

January 31, 2025, Brodkey and Scannell each elected to convert accrued compensation of $ 55,000 and $ 62,500 into 138,192 and 157,036 shares

of common stock, respectively.

Additionally, Dykes, a former officer, converted $ 165,534 of accrued compensation into 415,916 shares

of common stock.

the year ended January 31, 2025, the Company issued 2,387,802 shares of common stock for non-officer services.

For the year ended January 31, 2025, the Company issued approximately 189,000

shares of common stock to various individuals for services.

of January 31, 2025, and 2024, the Company had 261,463,225

and 214,647,732 shares issued, issuable, and

outstanding, respectively.

January 23, 2023, as part of the RTO, the Company accepted the assignment of the stock options for common stock from ICUMO to the

4 unchanged sentences

and 6,566,000

options have vested, respectively.

options are vested.

The exercise price for the options is $ 0.125

1 unchanged sentence

The Company recognized $ 378,496

during the years ended January 31, 2024 and 2023, respectively, in stock based compensation expense related to the vesting of these

The remaining additional compensation to be recognized as these options vest is approximately $ 757

thousand based on the current estimated probability of reaching the vesting milestones as of January 31, 2024.

The Company estimated the value of the

options using a Black-Scholes option pricing model with the following inputs:

OF ESTIMATED VALUE OF OPTIONS

Exercise price

Expected volatility(a)

111.10 % - 265.18 %

Expected term (years)

Risk free rate

(a) The Company derived expected volatility using the average volatility for

a sample of comparable companies due to the thinly traded nature of the Company’s stock.

The remaining vesting milestones required to be met are (1) obtaining an updated PEA, (2) an uplist of the Company’s

common stock to a national exchange and (3) the successful raising of $5 million or more in new capital.

Each of these milestones vest

an additional 20% of the options upon being met and were estimated to have a 50% probability of being met as of January 31, 2024.

reviews the estimate of meeting each probability as well as the related timing at each reporting period .

January 23, 2023, as part of the RTO, the Company accepted the assignment of the warrants for common stock from ICUMO to the Company,

as consented by the parties.

These warrants were related to a private placement memorandum for ICUMO in May 2022 and June 2022.

January 31, 2024 and 2023, 41,540,000 warrants are outstanding.

The exercise price for the warrants are $ 0.15 and they expire on May

May 8, 2023, as part of two convertible notes (see Note 4), the Company issued 1,093,479 warrants with an exercise price of $ 0.23 .

warrants expire on May 8, 2026 .

On August 14, 2023, November 13,

2023, November 22, 2023 and January 31, 2024, as part of the purchase of preferred stock in the amount of $ 216,000 , the Company

issued a combined 1,125,000

warrants with an exercise price of $ 0.24 .

The warrants expire three

years after issuance.

The Black-Scholes value for the warrants was $ 112,867 .

On November 17, 2023, as part of the

purchase of preferred stock in the amount of $ 24,000 , the Company issued 125,000

warrants with an exercise price of $ 0.24 .

The warrants expire on November

The Black-Scholes value for the warrants was $ 12,537 .

On December 8, 2023, as part of the

purchase of preferred stock in the amount of $ 24,000 , the Company issued 125,000

warrants with an exercise price of $ 0.24 .

The warrants expire on December

The Black-Scholes value for the warrants was $ 12,537 .

On December 8, 2023, as part of the

purchase of preferred stock in the amount of $ 12,000 , the Company issued 62,500

warrants with an exercise price of $ 0.24 .

The warrants expire on December

The Black-Scholes value for the warrants was $ 6,268 .

during the period ended January 31, 2025, in stock-based compensation expense related to the estimated vesting of these options.

of January 31, 2025, none of the remaining milestones necessary for these options to vest have been met.

The remaining additional

compensation to be recognized as these options vest is approximately $ 568,000

during fiscal 2025 based on the current estimated time to reach the milestones.

remaining vesting milestones required to be met are (1) obtaining an updated PEA, (2) an uplist of the Company’s common stock to

a national exchange and (3) the successful raising of $5 million or more in new capital.

Each of these milestones vest an additional

20% of the options upon being met and were estimated to have a 50% probability of being met as of January 31, 2025.

Management reviews

the estimate of meeting each probability as well as the related timing at each reporting period.

April 3, 2024, Brodkey, Scannell, Rudofsky, and Dykes executed cashless conversions of 5,360,000 vested options each into 3,685,000 shares

of common stock each.

As of January 31, 2025, the Company had 24,120,000 options outstanding with an exercise price of $ 0.125 , to Brodkey, Scannell, and a former

officer, each with 8,040,000 options.

On March 28, 2024, the Company issued 10,166,875 warrants for shares of common stock as part of financing.

The warrants have an exercise

price of $ 0.24 and expire on March 28, 2027 .

April 4, 2024, Feehan and Brodkey executed cashless conversion of 2,666,666 and 1,306,667 warrants, respectively, into 1,666,670 and

816,666 shares of common stock, respectively.

April 6, 2024, Dykes executed cashless conversion of 400,000 warrants into 251,250 shares of common stock.

April 6, 2024, four warrant holders executed cashless conversion of 1,608,000 warrants into 1,005,000 shares of common stock.

April 8, 2024, Rudofsky executed cashless conversion of 1,666,667 warrants into 1,041,667 shares of common stock.

On June 7, 2024, the Company issued 750,000 warrants for shares of common stock as part of financing.

The warrants have an exercise price

of $ 0.24 and expire on June 7, 2027 .

On September 5, 2024, the Company issued 62,500 warrants for shares of common stock as part of financing.

The warrants have an exercise price of $ 0.24 and expire on September 5, 2027 .

November 5, 2024, Rudofsky exercised 500,000 warrants at $ 0.15 for $ 75,000 .

December 17, 2024, 225,000 warrants were exercised at $ 0.24 for $ 54,000 .

January 17, 2025, 225,000 warrants were exercised at $ 0.24 for $ 54,000 .

January 29, 2025, 1,340,000 warrants were exercised at $ 0.15 for $ 201,000 .

of January 31, 2025, the Company had 41,555,900 warrants

outstanding with an exercise price of $ 0.15 ,

which relate to the convertible notes dated January 23, 2023 (see Note 4), 1,093,479 warrants

outstanding with an exercise price of $ 0.23 (see

Note 4), which relate to the convertible notes

dated May 8, 2023, 41,540,000 warrants with an exercise price of $ 0.15 , which related to the RTO transaction (Note 1), and 1,125,000

warrants issued in connection with the sale of the Company’s Series A Convertible Non-Voting Preferred Stock (see above).

outstanding warrants as of January 31, 2024 and 2023 was 52,738,479 and 51,613,479 , respectively.

which relate to the convertible notes dated January 23, 2023, 1,093,470

warrants outstanding with an exercise price of $ 0.23 ,

and 11,966,875 warrants

outstanding with an exercise price of $ 0.24

(see Note 4).

The schedule of outstanding warrants as of January 31, 2025, is as follows:

SCHEDULE OF WARRANTS OUTSTANDING

Compensation Expense

Company recognizes stock-based compensation using the straight-line method over the requisite service period or derived service period.

The Company recognized stock-based compensation for the years ended January 31, 2025, and 2024 of $ 2,966,115 and $ 2,043,909 , respectively.

8 – COMMITMENTS AND CONTINGENCIES

Company is subject, from time to time, to claims by third parties under various legal disputes.

The defense of such claims, or any adverse

outcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition and cash

conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company,

than the potential challenges to the Exploration PoP anticipated to be filed by environmental and non-government organizations

in opposition to exploration at CuMo, we have no knowledge of any material, active, pending or threatened proceeding against us or our

subsidiaries, nor are we, or any subsidiary, involved as a plaintiff or defendant in any material proceeding or pending litigation.

defense of such claims, or any adverse outcome relating to any such claims, could have a material adverse effect on the Company’s

liquidity, financial condition and cash flows.

conditions may exist as of the date the condensed consolidated financial statements are issued, which may result in a loss to the Company,

but which will only be resolved when one or more future events occur or fail to occur.

6 unchanged sentences

the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability

can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements.

can be estimated, then the estimated liability would be accrued in the Company’s condensed consolidated financial statements.

the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but

3 unchanged sentences

would be disclosed.

Prior to the RTO, the Company was subject to a lease agreement for a warehouse

which the Company may have defaulted on prior to the RTO.

The lessor was seeking past due rent and default interest associated with the

During the year ended January 31, 2024, management sought to cure any potential defaults and regain access to leased warehouse

from the lessor.

The lessor and the Company are currently negotiating a potential amendment to the previous lease agreement which

would remedy any potential defaults under that agreement.

The revised lease agreement includes an additional amount of $ 158,943 to cure

the alleged default.

The scheduled payments of this amount is $ 100,000 having been paid during March 2024 and the remaining balance to

be paid monthly at $ 6,000 beginning May 1, 2024 and ending on February 1, 2025.

Company entered into a new long-term lease agreement for warehouse space in Idaho.

The lease began on April 1, 2024, with an initial

period of 3 years and an optional 3 -year renewal at the end of the initial term.

The Company may cancel the lease at any time after 13

months from the effective date of the lease by providing a 3-month notice of cancellation.

The base lease payment is $ 3,600 through January

1, 2026, at which point base rent increases to $ 3,700 until January 1, 2027, at which point it increases to $ 3,800 until January 1, 2028,

at which point it increases to $ 3,900 .

Prior to entering into this lease agreement, the Company was a party to a month-to-month lease

which it had not terminated.

The lessor and the Company agreed regain access to the warehouse including obtaining access to the Company’s

property contained within such warehouse, the lessor agreed to the following additional payments.

A single payment of $ 100,000 which

was paid on March 5, 2024, and $ 6,000 per month beginning May 1, 2024, and ending on February 1, 2025.

the Company measures the right of use asset and liability associated with its office lease using the following inputs:

SCHEDULE OF RIGHT OF USE ASSET AND LIABILITY

Remaining lease term (in years)

Discount rate

remaining term of the lease was based on the amount of time left before the Company may exercise its right to cancel the lease, which

is 13 months.

Company considered whether it was probable it would exercise and extend beyond the initial 3 -year term and determined it was not probable

that the Company would exercise this renewal option.

Company records rent on straight-line basis over the terms of the underlying lease.

Estimated future minimum lease payments under the

lease are as follows:

SCHEDULE OF ESTIMATED FUTURE MINIMUM LEASE PAYMENTS

Year Ending January 31,

Total remaining lease payments

imputed interest

Present value of remaining lease payments

rent expense for the years ended January 31, 2025, and 2024 was $ 197,415 and $ 42,000 , respectively.

9 – INCOME TAXES

6 unchanged sentences

the United States Federal tax rate of 21 % and state rate of 5 % to loss before taxes for fiscal years 2025 and 2024), as follows:

SCHEDULE OF TAX EXPENSE FOR FEDERAL INCOME

January 31, 2024

January 31, 2023

SCHEDULE OF TAX EXPENSE FOR FEDERAL INCOME TAX PURPOSES

Tax expense (benefit) at the statutory rate

5 unchanged sentences

tax assets and liabilities.

tax year 2024 and 2023 remains open for examination by federal agencies and other jurisdictions in which it operates.

tax years 2023 through 2025 remain open for examination by federal agencies and other jurisdictions in which it operates.

tax effect of significant components of the Company’s deferred tax assets and liabilities at January 31, 2025 and 2024 are as follows:

OF DEFERRED TAX ASSETS AND LIABILITIES

January 31, 2024

January 31, 2023

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

Deferred tax assets:

3 unchanged sentences

Deferred tax asset valuation allowance

( 1,311,365 )

Total net deferred taxes

9 unchanged sentences

10 – SUBSEQUENT EVENTS

Company has evaluated subsequent events from the consolidated balance sheet through the date of this filing and determined there

were no events to disclose or that require recognition in the accompanying consolidated financial statements than as stated below.

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.

In April 2024, holders of $ 1,099,200 par value of

Convertible Secured Notes issued between December 2022 and May 2023 elected to convert those notes to common equity.

The conversion

price of the notes was $ 0.075 , resulting in the issuance of 12,848,116 common shares.

In April 2024, the officers of the company, Steven

Rudofsky, CEO, Andrew Brodkey, COO, and Robert Scannell, CFO each elected to exercise 5,360,000 vested stock options with a strike price

of $ 0.125 and an expiration date of September 30, 2027.

All options were exercised on a cashless basis, resulting in the issuance of 3,385,000

shares per officer, or a total of 11,055,000 common shares.

Shaun Dykes, a geological consultant to the company,

also elected to exercise 5,360,000 vested stock options with a strike price of $ 0.125 and an expiration date of September 30, 2027.

options were exercised on a cashless basis, resulting in the issuance of 3,685,000 shares.

During April 2024, various warrant holders, including the Company’s

management, elected to exercise a total of 7,640,001 warrants with a strike price of $ 0.15 and expiration dates between December 10, 2027

and January 10, 2028.

The warrants were issued on a cashless basis, resulting in the issuance of 4,781,253 common shares.

Additionally, the Company issued 1,195,427 shares of common stock to various

individuals, including members of management, for services and the conversion of accrued payroll subsequent to January 31, 2024.

Company has evaluated subsequent events from the condensed consolidated balance sheet through the date of this filing and determined

there were no events to disclose or that require recognition in the accompanying condensed consolidated financial statements.

Company filed a registration statement on Form S-1 with the Securities and Exchange Commission (“SEC”) on July 11, 2024,

to offer and resell up to 94,126,642 shares of common stock by selling stockholders consisting of (i) up to 9,283,333 shares of common

stock issuable upon the conversion of 185.66 shares of Series A Convertible Non-Voting Preferred Stock, $ 0.001 par value per share sold

in a private placement offering with Newbridge Securities Corporation acting as the sole placement agent (the “Newbridge Private

Placement Offering”) (ii) up to 11,604,167 shares of common stock issuable upon the exercise of warrants sold in the Newbridge

Private Placement Offering, (iii) 813,333 shares of common stock issued to the placement agent of the Newbridge Private Placement Offering,

(iv) 66,794,143 shares of common stock issued pursuant to the January 23, 2023 share exchange with the former shareholders of ICUMO,

(v) 4,333,333 shares of common stock sold a private placement offering on December 15, 2022, (vi) 880,000 shares of common stock issuable

upon conversion of the principal and accrued interest of two convertible promissory notes in the aggregate principal amount of $ 201,200

in total, at a price of $ 0.23 per share, issued to certain selling stockholders on April 5, 2024, and (vii) 418,333 shares of common

stock issued in consideration of consulting fees to various consultants.

registration statement has not yet been declared effective by the SEC.

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 9A. Controls and Procedures