{"url_path":"/sec/copr/10-q/2026/item-1300","section_key":"item-1300","section_title":"Item 1300 of Regulation S-K.","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/1263364/0001493152-26-026550-index.html","accession_number":"0001493152-26-026550","cik":"0001263364","ticker":"COPR","issuer_name":"Idaho Copper Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1263364/0001493152-26-026550-index.html","primary_entity_key":"0001263364","primary_entity_name":"Idaho Copper Corp"},"word_count":1190,"has_tables":true,"body_markdown":"Item 1300 of Regulation S-K.\n\n \n\nThe\nCuMo Project currently consists of one hundred and twenty-six (126) federal unpatented lode mining claims, and six (6) patented mining\nclaims. In total, the project comprises approximately 2,640 acres. The unpatented lode mining claims and patented claims are situated\nin an unorganized mining district, in Boise County, Idaho, spanning Sections in Township 7N and 8N, Range 5E and 6E, Boise Meridian.\n\n \n\nNo\nassurances can be given that any of these plans will come to fruition or that if implemented they will necessarily yield positive results.\n\n \n\n**Independent\nValuation**\n\n \n\nOn\nMarch 3, 2023, an independent valuation firm issued a valuation of the assets, specifically the CuMo project in Boise County, Idaho,\nacquired by the Company in the ICUMO transaction. The CuMo project is a molybdenum-copper deposit that will be developed as an open pit\nmining operation. The fair market value of the assets were $23,919,754, as of the date of the appraisal.\n\n \n\n24\n\n \n\n \n\n**Recent\nDevelopments**\n\n \n\n****\n\n*Private\nPlacement*\n\n* *\n\nOn\nApril 17, 2026, the Company completed a private placement of convertible promissory notes and warrants for aggregate gross proceeds of\napproximately $1.36 million. The notes mature 12 months from issuance and are convertible into shares of the Company’s common stock\nat an initial conversion price of $6.00 per share, subject to customary adjustments. In connection with a national securities exchange\nlisting and firm commitment underwritten offering, the notes will automatically convert into the securities offered at the lower of 70%\nof the offering price or $6.00 per share.\n\n \n\nIn\nconnection with the offering, investors received warrants to purchase an aggregate of 226,332 shares of common stock at an exercise price\nof $7.50 per share for a five-year term. The warrant exercise price is subject to adjustment and may be reduced to an amount equal to\n125% of the conversion price of the notes. Of the $1,357,947 principal amount of notes issued, $102,947 represented the exchange of existing\nindebtedness by two investors on a dollar-for-dollar basis, with no discount applied.\n\n \n\nOn\nMay 28, 2026, the Company completed a second closing under the offering for gross proceeds of $185,000. In connection with the second\nclosing, investors received warrants to purchase an aggregate of 30,833 shares of common stock.\n\n \n\nThe\nsecurities were offered and sold to accredited investors in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation\nD. The Company did not engage in general solicitation or advertising in connection with the offering.\n\n \n\nThe\nCompany engaged ThinkEquity LLC as exclusive placement agent and paid customary fees, including placement agent warrants.\n\n \n\n**Off-balance\nSheet Arrangements**\n\n \n\nWe\ndo not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial\ncondition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources\nthat are material to investors.\n\n \n\n**Results\nof Operations**\n\n \n\nThe\nfollowing discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed\nconsolidated financial statements and notes thereto for the three months ended April 30, 2026, and 2025, and related management discussion\nherein.\n\n \n\nOur\ncondensed consolidated financial statements are stated in U.S. Dollars and are prepared in accordance with US GAAP.\n\n \n\n**Going\nConcern Qualification**\n\n \n\nSeveral\nconditions and events cast substantial doubt about the Company’s ability to continue as a going concern. The Company has incurred\ncumulative net losses of $41,729,836 from its inception to April 30, 2026, and requires capital for its contemplated operational and\nmarketing activities to take place. The Company’s ability to raise additional capital through debt or future issuances of capital\nstock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations,\nand its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The\nability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern.\n\n \n\n*For\nthe three months ended April 30, 2026, compared to the three months ended April 30, 2025*\n\n \n\n**Revenue**\n\n \n\nThe\nCompany has had no revenue historically to date.\n\n \n\n**Operating\nExpenses**\n\n \n\nThe\nCompany had operating expenses of $1,340,324 for the three months ended April 30, 2026, compared to $563,138 for the three months\nended April 30, 2025. The increase was primarily due to the increase in professional fees ($714,862 for the three months ended April\n30, 2026 compared to $170,324 for the same period in 2025) related to legal fees and financing fees, an increase in payroll and related expenses ($182,500 for the three\nmonths ended April 30, 2026 compared to $65,000 for the same period in 2025), an increase in rent expense ($11,510 for the three\nmonths ended April 30, 2026 compared to $9,930 for the same period in 2025), an increase in stock-based compensation ($345,000 for\nthe three months ended April 30, 2026 compared to $277,500 for the same period in 2025), and an increase in other general and\nadministrative expenses ($86,452 for the three months ended April 30, 2026 compared to $40,384 for the same period in\n2025).\n\n \n\n**Other\nIncome / Expenses**\n\n \n\nThe\nCompany had other expenses, net, of $171,606 for the three months ended April 30, 2026, compared to $119,750 of expense for the three\nmonths ended April 30. 2025.\n\n \n\n**Net\nLoss**\n\n \n\nThe\nCompany had a net loss of $1,511,930 for the three months ended April 30, 2026, compared to $682,888 for the three months ended April\n30, 2025.\n\n \n\n25\n\n \n\n \n\n**Liquidity\nand Capital Resources**\n\n \n\nAs\nof April 30, 2026, the Company had cash of $164,216. We do not have sufficient resources to effectuate our business. We estimate that ongoing expenses will be comprised primarily\nof general expenses including overhead, legal and accounting fees. The Company does not project revenue for the next few years, as is\ntypical in mining companies. The Company has and will continue to raise capital to fund the expenses. To maintain our plan of growth,\nwe need to raise a minimum of an additional $12,000,000. These factors raise substantial doubts about the Company’s ability to\ncontinue as a going concern.\n\n \n\nOperations\nused cash of $855,058 for the three months ended April 30, 2026, compared to cash used of $225,967 for the same period in 2025.\n\n \n\nWe\nused cash in investing activities of $0 for the three months ended April 30, 2026, compared to $0 for the same period in 2025.\n\n \n\nWe\nhad cash provided by financing activities for the three months ended April 30, 2026, of $995,000 compared to $133,000 for the same period\nin 2025.\n\n \n\nWe\nwill have to raise funds to pay for our expenses. We may have to borrow money from shareholders or issue debt or equity or enter into\na strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have\nno arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we\nhave no such arrangements or plans currently in effect, our inability to raise funds for our operations will have a severe negative impact\non our ability to remain a viable company."}