Idaho Copper Corp: Form 10-Q for the period ended Jul 31, 2026

The statements contained in the following MD&A and elsewhere throughout this Quarterly Report on Form 10-Q, including any documents incorporated by reference, that are not historical facts, including statements about our beliefs and expectations, are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements preceded by, followed by or that include the words “may,” “could,” “would,” “should,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project,” “intend” and similar words or expressions. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances are forward-looking statements.

These forward-looking statements, which reflect our management’s beliefs, objectives, and expectations as of the date hereof, are based on the best judgment of our management. All forward-looking statements made by us in this Form 10-Q are based only on information currently available to us and speak only as of the date on which they are made. Forward-looking statements in this report and in other Company statements include statements regarding expected commencement dates of mining or metal production operations, projected quantities of future metal production, anticipated production rates, operating efficiencies, costs and expenditures as well as projected demand or supply for the Company’s products. Actual results could differ materially depending upon factors including the risks and uncertainties related to general U.S. and international economic and political conditions, the cyclical and volatile prices of copper, other commodities and supplies, including fuel and electricity, availability of materials, insurance coverage, equipment, required permits or approvals and financing, the occurrence of unusual weather or operating conditions, lower than expected ore grades, water and geological problems, the failure of equipment or processes to operate in accordance with specifications, failure to obtain financial assurance to meet closure and remediation obligations, labor relations, litigation and environmental risks. Future results of operations can be directly affected by metal prices on commodity exchanges that can be volatile. Such forward-looking statements are subject to certain risks, uncertainties and assumptions relating to factors that could cause actual results to differ materially from those anticipated in such statements, including, without limitation, the following: economic, social and political conditions, global economic downturns resulting from extraordinary events such as the COVID-19 pandemic and other securities industry risks; interest rate risks; liquidity risks; credit risk with clients and counterparties; risk of liability for errors in clearing functions; systemic risk; systems failures, delays and capacity constraints; network security risks; competition; reliance on external service providers; new laws and regulations affecting our business; net capital requirements; extensive regulation, regulatory uncertainties and legal matters; failure to maintain relationships with employees, customers, business partners or governmental entities; the inability to achieve synergies or to implement integration plans and other consequences associated with risks and uncertainties detailed in our filings with the SEC, including our most recent filings on Forms 8-K, 10-K and 10-Q, as well as our registration statement on Form S-1 originally filed with the SEC on October 7, 2025, subsequently amended, and declared effective on July 1, 2026 (SEC file no. 333-290746).

We caution that the foregoing list of factors is not exclusive, and new factors may emerge, or changes to the foregoing factors may occur, that could impact our business. We undertake no obligation to publicly update or revise these statements, whether as a result of new information, future events or otherwise, except to the extent required by the federal securities laws.

This discussion should be read in conjunction with our financial statements filed in our Form 10-K for the fiscal year ended January 31, 2026, and our condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q.

Nature of Operations

The Company is in the process of exploring its mineral right interests in the United States and at the date of these consolidated financial statements, has not yet determined whether any of its mineral properties contain economically recoverable mineral reserves. Accordingly, the carrying amount of mineral right interests represents cumulative expenditures incurred to date and does not necessarily reflect present or future values. The recovery of these costs is dependent upon the discovery of economically recoverable mineral reserves and the ability of the Company to obtain the necessary financing to complete their exploration and development and to resolve any environmental, regulatory, or other constraints. Uncertainty also exists with respect to the recoverability of the carrying value of certain mineral right interests. The ability of the Company to realize its investment in resource properties is contingent upon the maintenance and integrity of the Company’s title to such properties.

Mining Operations

To determine material mining operations in accordance with subpart 1300 of SEC Regulation S-K, management considered both quantitative and qualitative factors, assessed in the context of the Company’s overall business and financial condition. The Company concluded that, as of the date of the filing of this Report, its sole material mining operation is the CuMo Project (defined below). The Company will update its assessment of individual material mines on an annual basis.

The information relating to such sole material mining operation is contained in the technical report summary (“TRS”) relating to the CuMo Project prepared in compliance with the Item 601(b)(96) and subpart 1300 of Regulation S-K. Reference should be made to the full text of the TRS, a copy of which was filed as Exhibit 96.1 to the Current Report on Form 8-K, dated January 27, 2023.

Pursuant to Item 1302(b)(5) of Regulation S-K (17 C.F.R. §229.1302(b)(5)), the Company states that the TRS was prepared by Shaun M. Dykes (our former Vice President and former Director), M. Sc. (Eng), P. Geo of Geologic Systems, Ltd. Mr. Dykes served as a technical advisor to the registrant during the fiscal year ended January 31, 2026. Mr. Dykes met the qualifications specified under the definition of “Qualified Person” under Item 1300 of Regulation S-K.

The CuMo project (the “CuMo Project”) currently consists of one hundred and twenty-six (126) federal unpatented lode mining claims, and six (6) patented mining claims. In total, the project comprises approximately 2,640 acres. The unpatented lode mining claims and patented claims are situated in an unorganized mining district, in Boise County, Idaho, spanning Sections in Township 7N and 8N, Range 5E and 6E, Boise Meridian.

No assurances can be given that any of these plans will come to fruition or that if implemented they will necessarily yield positive results.

Independent Valuation

On March 3, 2023, an independent valuation firm issued a valuation of the assets, specifically the CuMo Project in Boise County, Idaho, acquired by the Company in the ICUMO transaction. The CuMo Project is a molybdenum-copper deposit that will be developed as an open pit mining operation. The fair market value of the assets were $23,919,754, as of the date of the appraisal.

Other Recent Developments

Private Placement

On April 17, 2026, the Company completed a private placement of convertible promissory notes and warrants for aggregate gross proceeds of approximately $1.36 million. The notes matured 12 months from issuance and are convertible into shares of the Company’s common stock at an initial conversion price of $6.00 per share, subject to customary adjustments. In connection with a national securities exchange listing and firm commitment underwritten offering, the notes were to automatically convert into the securities offered at the lower of 70% of the offering price or $6.50 per share. On or about July 2, 2026, the Company listed its common stock and publicly-traded warrants on the NYSE American as described below and subsequently completed an underwritten offering (the “Listing and Offering”), and these convertible notes therefore converted into an aggregate of 226,332 shares of common stock, which were issued to the note holders.

In connection with the offering, investors received warrants to purchase an aggregate of 226,332 shares of common stock at an exercise price of $7.50 per share for a five-year term. The warrant exercise price was subject to adjustment and could be reduced to an amount equal to 125% of the conversion price of the notes. Of the $1,357,947 principal amount of notes issued, $102,947 represented the exchange of existing indebtedness by two investors on a dollar-for-dollar basis, with no discount applied. As a result of the Listing and Offering, the exercise price of the warrants was adjusted to $4.24375 per share.

On May 28, 2026, the Company completed a second closing under the offering for gross proceeds of $185,000. In connection with the second closing, investors received warrants to purchase an aggregate of 30,833 shares of common stock. As a result of the Listing and Offering, these convertible notes converted into an aggregate of 30,833 shares of common stock, which were issued to the note holders, and the exercise price of the warrants was adjusted to $4.24375 per share.

In connection with these private offerings, the Company engaged ThinkEquity LLC as exclusive placement agent and paid customary fees, including placement agent warrants.

On July 2, 2026, in connection with the simultaneous listing of the Company’s common stock and publicly-traded warrants on the NYSE American, LLC (the “NYSE American”), the Company entered into an underwriting agreement with ThinkEquity, LLC, pursuant to which the Company sold 3,712,000 shares of common stock and warrants to purchase 4,723,287 shares of common stock, for an aggregate purchase price of $18,008,768, netting the Company $16,548,166 in cash after payment of various offering expenses and commissions.

Off-balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and notes thereto for the three and six months ended July 31, 2026, and 2025, and related management discussion herein.

Our condensed consolidated financial statements are stated in U.S. Dollars and are prepared in accordance with US GAAP.

Going Concern Qualification

Several conditions and events cast substantial doubt about the Company’s ability to continue as a going concern. The Company has incurred cumulative net losses of $43,936,530 from its inception to July 31, 2026. On July 31, 2026, we had $12,121,420 in cash. Our working capital surplus was $10,179,539 on July 31, 2026. We currently do not generate revenues and expect to continue to incur operating losses for the foreseeable future. As a result, there is substantial doubt about our ability to continue as a going concern as we need approximately $20,000,000 over the next twelve months to maintain our operations schedule. The Company’s ability to raise additional capital through debt or future issuances of capital stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern.

For the three months ended July 31, 2026, compared to the three months ended July 31, 2025

Revenue

The Company has had no revenue historically to date.

Operating Expenses

The Company had operating expenses of $1,073,343 for the three months ended July 31, 2026, compared to $701,469 for the three months ended July 31, 2025, as reflected in the table below:

The increases in operations expense, professional fees, and payroll and related expenses in the most comparative period primarily result from our increasing operational, fundraising, and stock exchange listing initiatives during 2026.

Other Income / Expenses

The Company had other expenses, net, of $1,133,351 for the three months ended July 31, 2026, compared to $76,495 of expense for the three months ended July 31, 2025, as reflected in the table below:

The increase in other expense relates to the debt discounts being fully amortized with the repayment of the convertible notes payable in July 2026.

Net Loss

The Company had a net loss of $2,206,694 for the three months ended July 31, 2026, compared to $777,964 for the three months ended July 31, 2025.

For the six months ended July 31, 2026, compared to the six months ended July 31, 2025

Revenue

The Company has had no revenue historically to date.

Operating Expenses

The Company had operating expenses of $2,413,667 for the six months ended July 31, 2026, compared to $1,264,607 for the six months ended July 31, 2025, as reflected in the table below:

The increases in operations expense, professional fees, and payroll and related expenses in the most comparative period primarily result from our increasing operational, fundraising, and stock exchange listing initiatives during 2026.

Other Income / Expenses

The Company had other expenses, net, of $1,304,957 for the six months ended July 31, 2026, compared to $196,245 of expense for the six months ended July 31, 2025, as reflected in the table below:

The increase in other expense relates to the debt discounts being fully amortized with the repayment of the convertible notes payable in July 2026.

Net Loss

The Company had a net loss of $3,718,624 for the six months ended July 31, 2026, compared to $1,460,852 for the six months ended July 31, 2025.

Liquidity and Capital Resources

As of July 31, 2026, the Company had cash of $12,121,420. We do not have sufficient resources to effectuate our business. We estimate that ongoing expenses will be comprised primarily of general expenses including overhead, legal and accounting fees. The Company does not project revenue for the next few years, as is typical in mining companies. The Company has and will continue to raise capital to fund operational expenses. To maintain our plan of growth, we need to raise a minimum of an additional $20,000,000 over the next twelve months to maintain our operations schedule. These factors raise substantial doubts about the Company’s ability to continue as a going concern.

Operations used cash of $3,281,020 for the six months ended July 31, 2026, compared to cash used of $326,123 for the same period in 2025.

We used cash in investing activities of $500,000 for the six months ended July 31, 2026, compared to $0 for the same period in 2025.

We had cash provided by financing activities for the six months ended July 31, 2026, of $15,878,166 compared to $227,000 for the same period in 2025.

We will 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 a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no such arrangements or plans currently in effect, our inability to raise funds for our operations will have a severe negative impact on our ability to remain a viable company.

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

Evaluation of Disclosure Controls and Procedures

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company’s controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its chief executive and chief financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information that it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to the chief executive and interim chief financial officer to allow timely decisions regarding disclosure.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are not effective as of such date. The Chief Executive Officer and Chief Financial Officer have determined that the Company continues to have the following deficiency, which represents a material weakness:

• Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes; and

To remediate our internal control weaknesses, management intends to implement the following measures: develop and maintain adequate written accounting policies and procedures, including procedures with respect to disclosure of material transactions to management, legal counsel, and the Company’s audit committee.

The additional hiring is contingent upon the Company’s efforts to obtain additional funding through equity or debt and the results of its operations. Management hopes to secure funds in the coming fiscal year to implement some of our initiatives to address some of the Company’s material weaknesses but provides no assurances that it will be able to do so.

Limitations on the Effectiveness of Controls

The Company’s officers do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of the control system must reflect that there are resource constraints and that the benefits must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Changes in Internal Control Over Financial Reporting

During the fiscal quarter covered by this Quarterly Report, there has been a significant change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, except that (i) in connection with the listing of the Company’s securities on the NYSE American, the Company appointed several independent members of the Board of Directors, and the Board created an audit committee comprised on independent directors, and (ii) on or about July 28, 2026, Robert Scannell resigned as Chief Financial Officer of the Company, and Bruce Harmon was appointed as Chief Financial Officer of the Company.

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