Idaho Strategic Resources, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosure of Controls and Procedures At the end of the period covered by this Annual Report on Form 10-K, the Company’s President who also serves as our Chief Accounting Officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon that evaluation, it was concluded that the Company’s disclosure controls were effective as of the end of the period covered by this report, to ensure that: (i) information required to be disclosed by the Company in the reports that it files under the Exchange Act is recorded, processed, summarized, and reported within required time periods specified by the SEC rules and forms, and (ii) material information required to be disclosed in reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s President and Chief Accounting Officer, as appropriate, to allow for accurate and timely decision regarding required disclosure. Management’s Annual Report on Internal Control over Financial Reporting The management of Idaho Strategic is responsible for establishing and maintaining adequate internal control over financial reporting. This internal control system has been designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of the Company’s published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. The management of Idaho Strategic has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024. To make this assessment, the Company used the criteria for effective internal control over financial reporting described in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on management’s assessment, it is believed that, as of December 31, 2024, the Company’s internal control over financial reporting is effective. Changes in Internal Control over Financial Reporting There was no material change in internal control over financial reporting (as defined in Rule 15d-15(f) under the Exchange Act) that occurred during the Company’s most recent quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting. ITEM 9B. OTHER INFORMATION None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INPECTIONS Not applicable. 42 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE Name & Address Age Position Term John Swallow c/o 201 N. Third Street Coeur d’Alene, ID 83814 58 Chief Executive Officer (“CEO”), President, Director & Chairman of the Board 8/29/2013 to 12/1/2014 and 5/2/2015 to present as President, 1/20/17 to present as CEO, 8/29/2013 to present as Director, 7/11/2019 to present as Chairman Grant Brackebusch c/o 201 N. Third Street Coeur d’Alene, ID 83814 55 Chief Financial Officer (“CFO”), Vice President, & Director 7/18/1996 to present Kevin Shiell c/o 201 N. Third Street Coeur d’Alene, ID 83814 66 Director 1/10/17 to present Richard Beaven c/o 201 N. Third Street Coeur d’Alene, ID 83814 57 Director 1/12/2022 to present Carolyn Turner c/o 201 N. Third Street Coeur d’Alene, ID 83814 56 Director 8/8/2023 to present Robert Morgan c/o 201 N. Third Street Coeur d’Alene, ID 83814 57 Vice President 1/16/2018 to present Monique Hayes c/o 201 N. Third Street Coeur d’Alene, ID 83814 59 Secretary 11/20/16 to present Directors are elected by shareholders at each annual shareholders meeting to hold office until the next annual meeting of shareholders or until their respective successors are elected and qualified. Executive Officers and Key Employees John Swallow was named CEO and President on January 10, 2017. Prior to being named as CEO, Mr. Swallow was appointed as the President and a Director of the Company on August 29, 2013. Mr. Swallow resigned as president in December 2014, and subsequently reappointed as President on May 5, 2015, following the resignation of Mr. Highsmith. Following Mr. Steiner’s resignation on July 11, 2019, Mr. Swallow became the Chairman of the Board. Mr. Swallow holds a B.S. in Finance from Arizona State University. Mr. Swallow was the Vice President of Timberline Drilling, Inc. from November 2011 until accepting the role of President with the Company. From September 2009, until November 2011, Mr. Swallow was self-employed. From January 2006 until September 2009, he served as chairman of Timberline Resources Corporation. He brings wide-ranging experience from within the local mineral exploration industry as well as extensive knowledge of the junior equity markets. Mr. Swallow’s extensive experience in the drilling industry, his previous roles as a Chairman of a Board and as a Vice President of a corporation qualify him to sit on the Board of the Company. Grant Brackebusch, P.E. has served as the Vice President and a Director of the Company since 1996. He holds a B.S. in Mining Engineering from the University of Idaho. He is registered in Idaho as a Professional Engineer. He has worked for Idaho Strategic since 1996 and worked for Newmont previously. Currently, he supervises the mining operation at the Golden Chest including the operation of the New Jersey Mill. He has experience with permitting, exploration, open pit, and underground mining as well as mineral processing. Mr. Brackebusch’s extensive mining background, knowledge of the Company’s daily operations, and industry expertise qualifies him to sit on the Board of the Company. Kevin Shiell has more than 30 years of operating and management experience in the mining and mineral processing industries. Mr. Shiell has held executive leadership positions at several public and private mining companies, including General Manager and Vice President of Mine Operations at Stillwater Mining Company, Chief Operating Officer at MGM Gold, various mine supervisory positions at Hecla Mining Company (“Hecla”), and President and Director at Gold Road Mining Corporation. Currently, Mr. Shiell is VP of Operations-Idaho for Americas Gold and Silver, and serves as an Independent Director at Idaho Strategic Resources, Inc. Richard Beaven joined the Idaho Strategic Board on January 12, 2022. Mr. Beaven is Lead Portfolio Manager and Principal at Signia Capital Management (“Signia”). Signia is a small-cap value asset manager with a largely institutional (pension fund) client base. Prior to co-founding Signia in 2002, Rich was the Assistant Director of Research and a Portfolio Manager for a $2B Pacific Northwest asset management firm. With blue-collar roots, Rich went on to get a BA in business administration from the University of Kentucky and an MBA from Gonzaga University. In addition, he is a Chartered Financial Analyst (“CFA”) charter holder and has served as President of the CFA Society of Spokane. 43 Table of Contents Carolyn Turner was elected to the Company’s Board of Directors in August 2023. Ms. Turner is currently the owner and principal of Graham Peak Consulting, LLC in Kingston, ID where she specializes in accounting and finance consulting in the mining and heavy construction industries. Prior to her time at Graham Peak Consulting, Ms. Turner spent over 30 years in the mining industry with companies such as Silver Valley Resources (“ASARCO”), Coeur Mining, and Hecla Mining Corp. Ms. Turner’s experience includes mine operations, metals marketing, project development and financing. She previously served as the Treasurer for both Hecla and Coeur Mining where her roles were centered around quarterly and annual budgeting, rolling monthly forecasting, economic modeling, mergers and acquisitions, as well as numerous treasury and audit functions. Ms. Turner’s educational background consists of a Bachelor of Science degree in Business Administration Accounting from Montana State University–Billings, followed by a Master of Business Administration from Regis University, Denver. Ms. Turner is a licensed Certified Public Accountant and has served numerous years as an elected trustee on the Kellogg Idaho Joint School District Board. Robert Morgan has served as the Vice President Exploration of the Company since January 2018. Mr. Morgan has over 22 years of exploration experience, including 20 years focused on gold exploration, of which 12 years were in Northern Idaho and Montana. Mr. Morgan has worked for some of the world’s leading gold exploration and mining companies including Newmont and ASARCO throughout the western United States, Alaska, and South America. He is practiced in designing, implementing, and managing large exploration programs for gold, silver, base metals and REEs. His technical work has included geologic mapping, logging of drill holes, compilation, and interpretation of multiple data sets for target identification. Mr. Morgan earned his Bachelor of Science degree in geology from California State University at Chico. He has an extensive environmental background with emphasis on wetlands and water management. Mr. Morgan is a registered Professional Geologist with the State of Idaho and Professional Land Surveyor registered with the State of Montana. Monique Hayes was appointed Corporate Secretary in November 2016. She has over 10 years of investor relations corporate governance experience in the mining industry and over 10 years of communications and brand management experience. Prior to joining Idaho Strategic, Ms. Hayes worked for Hecla, Revett Mining Company and Sterling Mining. Her advertising and communications experience includes working for Publicis Dialog Direct and White Runkle Associates where she worked with national accounts including AT&T Wireless, Bell Atlantic and NordicTrack. Ms. Hayes attended City University where she studied business management, brand strategy and communications. Legal Proceedings No Director or Officer has been involved in any legal action involving the Company for the past five years. Section 16(a) Beneficial Ownership Reporting Compliance Under Section 16(a) of the Exchange Act, as amended, and the regulations thereunder, the Company’s Directors, Executive Officers and beneficial owners of more than 10% of any registered class of the Company’s equity securities are required to file reports of their ownership of the Company’s securities and any changes in that ownership with the SEC. Based on the Company’s review of the Forms 3, 4 and 5 filed with the SEC and the copies of such forms received, and written representations from certain reporting persons, the Company believes that during fiscal year ended December 31, 2024, all filing requirements applicable to its officers, directors and greater than 10% percent beneficial owners were complied with. Code of Ethics The Company adopted a Code of Ethics at a Board of Directors meeting on December 9, 2003, that applies to the Company’s executive officers. The Company also adopted a Code of Ethics for all employees at the Board of Directors meeting on February 18, 2008, which is attached hereto as Exhibit 14. Board Nomination Procedures There have been no material changes to the procedures by which security holders may recommend nominees to the registrant’s Board of Directors. Audit Committee The Audit Committee is comprised of three independent directors, Richard Beaven, Kevin Shiell and Carolyn Turner, and was established in January 2022 by the Board to meet the listing requirements for the NYSE American and for the purpose of overseeing the accounting and financial reporting processes of the Company and audits of the financial statements of the Company. The Audit Committee recommends the appointment of independent public accountants to conduct audits of our financial statements, reviews with the accountants the plan and results of the auditing engagement, approves other professional services provided by the accountants and evaluates the independence of the accountants. The Audit Committee also reviews the scope and adequacy of our system of internal controls and procedures over financial reporting. Each member of the Audit Committee is independent, as independence for audit committee members is defined in the NYSE American listing standards and the applicable rules of the SEC. The Board has determined that Richard Beaven and Carolyn Turner are “audit committee financial experts” as defined by the rules of the SEC. The Audit Committee met four times during the fiscal year ended December 31, 2024. 44 Table of Contents Insider Trading The Company adopted an Insider Trading Policy on March 26, 2025, applicable to all directors, executive officers, employees, consultants, contractors, and their household members. The policy prohibits trading in the Company’s securities while in possession of material nonpublic information and establishes black-out periods and mandatory pre-clearance procedures for directors and executive officers. It also addresses the prohibition of hedging transactions, short sales, and margin accounts, and includes procedures related to trading windows and the use of Rule 10b5-1 trading plans. In the last fiscal quarter of 2024, no director or officer of the Company adopted or terminated any contract, instruction, written plan, or Rule 10b5-1 trading arrangement for the purchase or sale of the Company’s securities. A copy of the Company’s Insider Trading Policy is filed as Exhibit 19 to this Annual Report on Form 10-K, pursuant to Item 601(b)(19) of Regulation S-K. 45 Table of Contents ITEM 11. EXECUTIVE COMPENSATION Compensation of Officers A summary of cash and other compensation for John Swallow, the Company’s President, CEO and Chairman of the Board, Grant Brackebusch, the Company’s CFO and Vice President, and Robert Morgan, the Company’s Vice President (together the “Named Executive Officers”), for the two most recent years is as follows: Executive Officer Summary Compensation Table Name & Principal Position Year Salary 1 ($) Bonus ($) Stock Awards 2 ($) Option Awards 2 ($) Nonequity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) John Swallow 2024 208,500 32,000 - - - - - 240,500 President, CEO, & Chairman 2023 167,042 - - - - - - 167,042 Grant Brackebusch 2024 208,500 32,000 - - - - - 240,500 CFO & Vice President 2023 175,375 - - - - - - 175,375 Robert Morgan 2024 152,100 25,000 - - - - - 177,100 Vice President 2023 140,625 - - - - - - 140,625 (1) Salary includes fees earned as Directors. (2) Stock Awards and Options Awards include fees earned as Directors. The Company has valued all Stock Awards granted at fair value as computed in accordance with FASB Accounting Standards Codification Topic 718. The compensation of the Named Executive Officers has been set by disinterested members of the Board of Directors to a level competitive with other mining companies of similar size with similar types of operations. The executive stock compensation is for services as directors. The Company does not have a retirement plan for its executive officers and there is no agreement, plan or arrangement that provides for payments to executive officers in connection with resignation, retirement, termination, or a change in control of the Company. Outstanding Equity Awards at Fiscal Year-end As of December 31, 2024, 27,000 Stock Options were vested and outstanding to directors Grant Brackebusch, John Swallow, Kevin Shiell, Richard Beaven, and Carolyn Turner. Outstanding Equity Awards at Fiscal Year-end Table Name & Principal Position Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock that Have Not Vested ($) Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) John Swallow, President, CEO, & Chairman 3,000 (1) - - $ 5.77 9/5/2025 - - - - Grant Brackebusch, CFO & Vice President 3,000 (1) - - $ 5.25 9/5/2025 - - - - Kevin Shiell, Director 3,000 (1) - - $ 5.25 9/5/2025 - - - - 7,500 (2) - - $ 4.75 9/28/2025 - - - - Richard Beaven, Director 3,000 (1) - - $ 5.25 9/5/2025 - - - - 7,500 (2) - - $ 4.75 9/28/2025 - - - - Carolyn Turner, Director - - - $ - - - - - - (1) Options were granted on September 6, 2022 and 100% vested on the grant date (2) Options were granted on September 28, 2022 and 100% vested on the grant date 46 Table of Contents Director Compensation Director Summary Compensation Table Name & Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Nonequity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Kevin Shiell 2024 17,500 - - - - - - 17,500 Director 2023 9,000 - - - - - - 9,000 Richard Beaven 2024 17,500 - - - - - - 17,500 Director 2023 9,000 - - - - - - 9,000 Carolyn Turner 2024 17,500 - - - - - - 17,500 Director 2023 5,000 - - - - - - 5,000 No additional fees are paid for attendance at Board of Directors’ meetings, committee membership or committee chairmanship. On occasion, Directors are retained for consulting services unrelated to their duties as Directors. These consulting services are either paid in cash or with unregistered Common Stock according to the Company’s policy for share-based payment of services. The Company does not have a retirement plan for its Directors and there is no agreement, plan or arrangement that provides for payments to Directors in connection with resignation, retirement, termination or a change in control of the Company. Clawback Policy The company maintains a Policy for the Recovery of Erroneously Awarded Compensation (“Clawback Policy”) applicable to executive compensation in the event of misconduct on the part of executive officer, including any such misconduct that results in a restatement of its financial statements. The Clawback Policy is filed with the SEC as an exhibit to the Company’s annual report on Form 10-K for the year ended December 31, 2024. There has been no required recovery of erroneously awarded compensation pursuant to the Clawback Policy to date. 47 Table of Contents ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth information as of March 1, 2025 regarding the shares of Company Common Stock beneficially owned by: (i) each person known by the Company to own beneficially more than 5% of the Company’s Common Stock; (ii) each Director of the Company; (iii) Named Executive Officers; and (iv) all Directors and the Named Executive Officers of the Company as a group. Except as noted below, each holder has sole voting and investment power with respect to the shares of the Company Common Stock listed as owned by that person. Security Ownership of Certain Beneficial Owners Title of Class Name and Address of Beneficial Owner Amount and Nature of Beneficial Owner Percent of Class (1) Common John Swallow c/o 201 N. Third Street Coeur d’Alene, ID 83814 1,183,248 (a) 8.61 % Security Ownership of Management Title of Class Name and Address of Beneficial Owner Amount and Nature of Beneficial Owner Percent of Class 1 Common John Swallow c/o 201 N. Third Street Coeur d’Alene, ID 83814 1,183,248 (a) 8.61 % Common Grant Brackebusch c/o 201 N. Third Street Coeur d’Alene, ID 83814 136,232 (b) 0.99 % Common Kevin Shiell c/o 201 N. Third Street Coeur d’Alene, ID 83814 66,153 (c) 0.48 % Common Richard Beaven c/o 201 N. Third Street Coeur d’Alene, ID 83814 14,500 (d) 0.11 % Common Carolyn Turner c/o 201 N. Third Street Coeur d’Alene, ID 83814 980 (e) 0.01 % Common Robert Morgan c/o 201 N. Third Street Coeur d’Alene, ID 83814 40,939 (f) 0.30 % Common Monique Hayes c/o 201 N. Third Street Coeur d’Alene, ID 83814 35,416 (g) 0.26 % Common All Directors and Executive Officers as a group (7 individuals) 1,477,468 10.75 % (1) Based upon 13,665,058 outstanding shares of common stock and 77,000 vested options at March 1, 2025. a) Consists of 1,180,248 shares of common stock and presently exercisable options to purchase 3,000 shares of common stock. b) Consists of 133,232 shares of common stock and presently exercisable options to purchase 3,000 shares of common stock. c) Consists of 55,653 shares of common stock and presently exercisable options to purchase 10,500 shares of common stock. d) Consists of 4,000 shares of common stock and presently exercisable options to purchase 10,500 shares of common stock. e) Consists of 980 shares of common stock. f) Consists of 37,939 shares of common stock and presently exercisable options to purchase 3,000 shares of common stock. g) Consists of 35,416 shares of common stock. None of the Directors or Officers has the right to acquire any additional securities pursuant to options, warrants, conversion privileges or other rights. No shares are pledged as security. Securities Authorized for Issuance under Equity Plans In April 2014, the Company established a stock option plan to authorize the granting of stock options to officers and employees. As of December 31, 2023, there are no longer any shares available to grant under this plan. In May 2023, a new equity incentive plan was voted on and approved by shareholders to authorize the granting of stock options (or similar equity awards) to officers and employees. The Company occasionally pays for goods or services with unregistered Common Stock and uses the average bid price of the stock, as quoted on the NYSE American, at the time to determine the number of shares to be issued. Changes in Control None. 48 Table of Contents ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Certain Relationships and Related Transactions None. Director Independence The Board of Directors has determined that John Swallow and Grant Brackebusch are not independent directors. Kevin Shiell, Richard Beaven, and Carolyn Turner are independent directors pursuant to rules governing companies listed on the NYSE American Exchange. The independent directors Kevin Shiell, Richard Beaven, and Carolyn Turner each serve as the only three members of the Board of Directors’ nominating committee, compensation committee, and audit committee. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Audit Fees The aggregate fees billed for professional services rendered by the Company’s principal accountant for the audit of the annual financial statements included in the Company’s annual report on Form 10-K for the fiscal years ended December 31, 2024 and December 31, 2023 and the review for the financial statements included in the Company’s quarterly reports on Form 10-Q during those fiscal years, were $83,000 and $79,500 respectively. Audit Related Fees The Company incurred no fees during the last two fiscal years for assurance and related services by the Company’s principal accountant that were reasonably related to the performance of the audit or review of the Company’s financial statements, and not reported under Audit Fees above. Tax Fees $8,350 in 2024 and $7,950 in 2023 was paid to the Company’s principal accountant for tax compliance, tax advice, and tax planning services. All Other Fees $2,550 in other fees were incurred during 2024 and $5,894 in 2023 for other services rendered by the Company’s principal accountant. Audit Committee Pre-Approval Policies The Board of Directors has adopted an audit committee pre-approval policy. The audit committee is required to pre-approve the audit and non-audit services performed by the independent auditor to assure that the provision of such services do not impair the auditor’s independence. 49 Table of Contents PART IV ITEM 15. EXHIBITS Financial Statements The following Consolidated Financial Statements of the Corporation are filed as a part of this report: 1. Report of Independent Registered Public Accounting Firm dated March 31, 2024. 2. Consolidated Balance Sheets—December 31, 2024 and 2023. 3. Consolidated Statements of Operations—Years ended December 31, 2024 and 2023. 4. Consolidated Statements of Changes in Stockholders’ Equity—Years ended December 31, 2024 and 2023. 5. Consolidated Statements of Cash Flows—Years ended December 31, 2024 and 2023. 6. Notes to Consolidated Financial Statements. Exhibits Exhibits Description of Document 3.0 Amended and Restated Articles of Incorporation, filed as Exhibit 3.1 to the Company’s Form 8-K as filed with the Securities and Exchange Commission on October 27, 2021 and incorporated herein by reference. 3.1 Amended and Restated By-laws of Idaho Strategic Resources, Inc., filed as Exhibit 3.2 to the Company’s Form 8-K as filed with the Securities and Exchange Commission on October 27, 2021 and incorporated herein by reference. 4.1 Description of Securities, filed under the Description of Common Stock in the Company’s Prospectus Supplement to the Registration Statement on Form S-3, as amended, as filed with the Securities and Exchange Commission on June 8, 2022 and incorporated herein by reference. 10.1 Venture Agreement with United Mine Services, Inc. dated January 7, 2011, filed as Exhibit 10.1 to the Company’s Form 10/A (Amendment No. 2) as filed with the Securities and Exchange Commission on June 4, 2014 and incorporated herein by reference. 10.2 Consent, Waiver and Assumption of Venture Agreement by Crescent dated February 14, 2014, filed as Exhibit 10.10 to the Company’s Form 10-K, as filed with the Securities and Exchange Commission on March 31, 2015 and incorporated herein by reference. 10.3 Registrant’s Grant of Options to Directors and Officers dated December 30, 2016, incorporated herein by reference to the Company’s Form 8-K as filed with the Securities and Exchange Commission on January 4, 2017. 10.4 Registrant’s Grant of Options to Employees and Directors of the Company dated September 6, 2022, incorporated herein by reference to the Company’s Form 8-K as filed with the Securities and Exchange Commission on September 6, 2022. 10.5 Registrant’s Amendment of Options dated October 12, 2023, incorporated herein by reference to the Company’s 8-K as filed with the Securities and Exchange Commission on October 13, 2023 . 10.6 Registrant’s 2023 Equity Compensation Plan approved by shareholders on June 12, 2023, included as Appendix B to the Company’s Schedule 14A, as filed with the Securities and Exchange Commission on May 15, 2023 and incorporated herein by reference. 10.7 Purchase and Sale Agreement dated January 16th, 2024, Promissory Note, Mortgage, and Termination of Royalty Deed and Warranty Deed, dated February 7th, 2024, by and among the Registrant and Bell Run Properties, L.L.C., filed as Exhibit 10.1 to the Company’s Form 10-Q as filed with the Securities and Exchange Commission on May 6, 2024, and incorporated herein by reference. 14 Code of Ethical Conduct, filed as Exhibit 14 to the Company’s Form 10, as filed with the Securities and Exchange Commission on February 25, 2014 and incorporated herein by reference. 19* Insider trading policy 21 Subsidiaries of the Registrant, filed as Exhibit 21 to the Company’s Form 10-K, as filed with the Securities and Exchange Commission on February 26, 2018 and incorporated herein by reference. 23.1* Consent of Assure CPA, LLC. 23.2* Consent of Qualified Person for Technical Report Summary of Golden Chest Mine. 23.3* Consent of Qualified Person for Technical Report Summary of Golden Chest Mine. 23.4* Consent of Qualified Person for Technical Report Summary of Golden Chest Mine. 31.1* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 95* Mine safety information listed in Section 1503 of the Dodd-Frank Act. 96.1* Technical Report Summary For the Golden Chest Mine, Idaho, U.S.A. 97.1* Policy Relating to Recovery of Erroneously Awarded Executive Compensation 99.1 Registrant’s Charter of the Audit Committee, filed as Exhibit 99.1 to the Company’s Form 10-Q for the quarter ended March 31, 2022, as filed with the Securities and Exchange Commission on May 16, 2022 and incorporated herein by reference. 101.INS** XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 104 Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith. ** XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. ITEM 16. FORM 10-K SUMMARY None. 50 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. IDAHO STRATEGIC RESOURCES, INC. Date: March 31, 2024 By /s/ JOHN SWALLOW John Swallow, President, Chief Executive Officer Date: March 31, 2024 By /s/ GRANT A. BRACKEBUSCH Grant A. Brackebusch, Vice President, Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ John Swallow March 31, 2024 John Swallow Date President, Chief Executive Officer, Director (Principal Executive Officer) /s/ Grant A. Brackebusch March 31, 2024 Grant A. Brackebusch Date Vice President, Chief Financial Officer, Director (Principal Financial Officer and Principal Accounting Officer) /s/ Carolyn Turner March 31, 2024 Carolyn Turner Date Director /s/ Kevin Shiell March 31, 2024 Kevin Shiell Date Director /s/ Richard Beaven March 31, 2024 Richard Beaven Date Director 51