{"url_path":"/sec/copr/8-k/2026-08-11/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/1263364/0001493152-26-036992-index.html","accession_number":"0001493152-26-036992","cik":"0001263364","ticker":"COPR","issuer_name":"Idaho Copper Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1263364/0001493152-26-036992-index.html","primary_entity_key":"0001263364","primary_entity_name":"Idaho Copper Corp"},"word_count":1414,"has_tables":true,"body_markdown":"**Item\n5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of\nCertain Officers.**\n\n \n\nIn\nconnection with the listing of the common stock of Idaho Copper Corporation (the “**Company**”) on the NYSE American LLC\n(“**NYSE**”), on or about July 6, 2026, the Company appointed Gil Atzmon, David Herksovits, Dr. John Moeller, and Corey\nRedfield as members of the Board of Directors of the Company. Each of these directors qualify as “independent” under NYSE’s\nlisting rules. The following committees of the Board of Directors were also created, and their members and chairpersons are as follows:\n\n \n\n●Audit\nCommittee: David Herksovits (Chairman), and Dr. John Moeller, and Corey Redfield\n\n●Compensation\nCommittee: Corey Redfield (Chairman), Gil Atzmon, and Steven Rudofsky\n\n●Nominating\nand Corporate Governance Committee: Dr. John Moeller (Chairman), David Herksovits, and Steven\nRudofsky\n\n** **\n\n**Gil\nAtzmon**\n\n \n\nMr.\nAtzmon has over 40 years’ experience in the energy and mineral sector, including positions as a field engineer in the oil services\nsector, an investment fund manager, an investment banker, and a mining executive. He was the Chairman, Chief Executive Officer and a\nDirector of Zazu Metals, which he founded in November 2006, before its acquisition by Solitario Resources Corporation in June 2017. Mr.\nAtzmon has served as a director of Solitario Resources Corporation since June 2017 and was recently named its Chairman. Prior to that,\nfrom 2001 to 2002, Mr. Atzmon acted as Vice President, Corporate Development of Ivanhoe Mines Ltd. From 2000 to 2001, he served as a\nglobal energy and mining specialist in institutional equity sales for BNP Paribas. From 1998 to 2000, Mr. Atzmon was Chief Investment\nStrategist and Portfolio Manager for US Global Investors, Inc. Mr. Atzmon holds a Bachelor’s degree in Geology and Geography from\nColumbia College, Columbia University and obtained a Master’s degree in Energy and Mineral Resources from the University of Texas\nat Austin, Texas.\n\n** **\n\n**Corey\nRedfield**\n\n \n\nMr.\nRedfield is a commodities trader with extensive experience managing commodity price risk and investing in commodities-based companies.\nMost recently, from March 2018 to September 2021, he was a senior commodities trader at Cargill Inc. Prior to that, from January 2006\nto October 2011, Mr. Redfield served as a senior trader at a large midwestern hedge fund. He was as adjunct professor of finance at the\nUniversity of Minnesota from April 2002 to October 2008 and January 2021 to May 2017, and Vanderbilt University from August 2015 to December\n2015. Mr. Redfield holds a Geology degree from the University of Minnesota-Morris and a Master’s degree from Vanderbilt University.\nHe is also a Chartered Financial Analyst.\n\n** **\n\n**David\nHerksovits**\n\n \n\nMr.\nHerskovits is a retired audit partner of Deloitte & Touche LLP. Mr. Herskovits joined Deloitte in September 1974, was admitted to\nthe partnership in 1985, and retired in 2013. During his career, Mr. Herskovits was responsible for major audit engagements for public\nand private companies. He also served in several technical and quality assurance roles at the firm. Mr. Herskovits has served as a Director\nof Camber Energy, Inc. since 2023 (and was a Director of its predecessor, Viking Energy Group, Inc. from 2018-2023). Mr. Herskovits received\nhis Bachelor’s degree from Cornell University and his Master’s degree from Harvard University*.*\n\n** **\n\n \n\n \n\n****\n\n** **\n\n**Dr.\nJohn Moeller**\n\n \n\nDr.\nMoeller is an environmental engineer with broad experience in the permitting, development, and regulatory infrastructure of mining projects\nin Idaho. From approximately June 2010 to February 2019, Dr. Moeller represented the Idaho Copper project before state, local, and federal\nagency officials, and led the project’s highly visible environmental assessment process. Previously, he managed water quality and\nhazardous materials programs at the Idaho Department of Environmental Quality from approximately January 1981 to May 1990. Early in his\ncareer, he co-founded a state and federal interagency task force to permit and develop an open pit molybdenum mine in the headwaters\nof Idaho’s Salmon River. He chaired a governor-appointed task force to develop regulations for utilizing cyanide to leach precious\nmetals from ores. That negotiated rule making was supported by a wide array of shareholders and approved by the legislature. He was awarded\nan EPA Bronze Medal for his work with hazardous waste and pollution prevention programs. He established the Boise, Idaho, office and\nwas vice president of a national civil and environmental engineering firm from June 1990 to June 1998. Dr. Moeller was a Principal and\nserved as Vice President of Environmental Services and Director at Forsgren Associates from June 1998 to February 2019. He conceived,\nfounded, moderated, and co-hosted Idaho Wastewater Reuse Conferences. From 2005 until 2017, he served as an adjunct faculty at Boise\nState University where he taught Water Quality Management for upper class and graduate students. Dr. Moeller received his Bachelor of\nScience in Electrical Engineering and Master of Science in Zoology (Water Quality) from the University of Kentucky. He received his PhD\nin Biology/Zoology (Water Quality) from Idaho State University.\n\n \n\n**Director\nAgreements**\n\n \n\nIn\nconnection with the new director appointments and the listing of the Company’s common stock on the NYSE, the Company entered into\ndirector and indemnification agreements with the Company’s non-employee directors, Gil Atzmon, David Herksovits, Dr. John Moeller,\nCorey Redfield, and Steven Rudofsky.\n\n \n\nPursuant\nto Mr. Atzmon’s director and indemnification agreements, dated July 2, 2026, (i) Mr. Atzmon will serve a director of the Company,\n(ii) the Company will pay Mr. Atzmon annual fees of $25,000 in cash, and $35,000 in stock payable quarterly on the first day of each\nfiscal quarter beginning August 1, 2026, and valued based on the closing price listed on the NYSE as of the date of the agreement, and\n(iii) the Company will indemnify Mr. Atzmon for any losses incurred by Mr. Atzmon as a result of Mr. Atzmon’s service as a director\nof the Company.\n\n \n\nPursuant\nto Mr. Herskovits’s director and indemnification agreements, dated July 2, 2026, (i) Mr. Herskovits will serve a director of the\nCompany, (ii) the Company will pay Mr. Herskovits annual fees of $25,000 in cash, and $35,000 in stock payable quarterly on the first\nday of each fiscal quarter beginning August 1, 2026, and valued based on the closing price listed on the NYSE as of the date of the agreement,\nand (iii) the Company will indemnify Mr. Herskovits for any losses incurred by Mr. Herskovits as a result of Mr. Herskovits’s service\nas a director of the Company.\n\n \n\nPursuant\nto Dr. Moeller’s director and indemnification agreements, dated July 2, 2026, (i) Dr. Moeller will serve a director of the Company,\n(ii) the Company will pay Dr. Moeller annual fees of $25,000 in cash, and $35,000 in stock payable quarterly on the first day of each\nfiscal quarter beginning August 1, 2026, and valued based on the closing price listed on the NYSE as of the date of the agreement, and\n(iii) the Company will indemnify Dr. Moeller for any losses incurred by Dr. Moeller as a result of Dr. Moeller’s service as a director\nof the Company.\n\n \n\nPursuant\nto Mr. Redfield’s director and indemnification agreements, dated July 2, 2026, (i) Mr. Redfield will serve a director of the Company,\n(ii) the Company will pay Mr. Redfield annual fees of $25,000 in cash, and $35,000 in stock payable quarterly on the first day of each\nfiscal quarter beginning August 1, 2026, and valued based on the closing price listed on the NYSE as of the date of the agreement, and\n(iii) the Company will indemnify Mr. Redfield for any losses incurred by Mr. Redfield as a result of Mr. Redfield’s service as\na director of the Company.\n\n \n\n \n\n \n\n \n\nPursuant\nto Mr. Rudofsky’s director and indemnification agreements, dated July 2, 2026, (i) Mr. Rudofsky will serve a director of the Company,\n(ii) the Company will pay Mr. Rudofsky annual fees of $25,000 in cash, and $35,000 in stock payable quarterly on the first day of each\nfiscal quarter beginning August 1, 2026, valued based on the closing price listed on the NYSE as of the date of the agreement, and (iii)\nthe Company will indemnify Mr. Rudofsky for any losses incurred by Mr. Rudofsky as a result of Mr. Rudofsky’s service as a director\nof the Company.\n\n \n\nThe\nforegoing descriptions of the director agreements and indemnification agreements do not purport to be complete and are qualified in their\nentirety by reference to the full text of the director agreements and indemnification agreements, copies of which are filed as Exhibits\n10.1-10.5 to this Current Report on Form 8-K and incorporated by reference herein (with the indemnification agreements attached as exhibits\nto each director agreement)."}