Idaho Copper Corp 8-K/A, filed Feb 14, 2023
Idaho Copper Corp (COPR)
About this 8-K/A
Idaho Copper Corp filed this 8-K/A on February 14, 2023, reporting on events of January 23, 2023.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.01: Completed an acquisition or sale of assets
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code: (
| N/A |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of exchange on which registered | ||
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
This Amendment No. 1 is being filed for the purpose of (i) correcting a certain error included in Exhibit 4.4 of the Initial Form
8-K, entitled “Form of Replacement Note”, and (ii) to disclose additional financial statements required under Regulation
S-X. Accordingly, this Amendment No. 1 consists only of the facing page, this explanatory note, the revised provisions of Items 1.01,
2.01, and 9.01, the signature page to the Form 8-K, and the filed exhibits with the revised exhibit being filed herewith as Exhibit 4.4
to this Amendment No.1.
Except as specifically provided herein, this Amendment No.1 does not modify any of the information previously
reported on the Initial Form 8-K and the remainder of the Initial Form 8-K has therefore been omitted. Defined terms used but not otherwise
defined herein have the meaning attributed to them in the Initial Form 8-K.
Section 1 Registrant’s Business and Operations
Item 1.01 Entry Into a Material Definitive Agreement.
The Replacement Notes and Warrants that were issued by the Company on January 23, 2023, in exchange for the Notes and 2023 Warrants, were issued without having appropriately applied the Exchange Ratio to the underlying conversion rate. The Board of Directors took note of this oversight and, after all potentially conflicted directors had recused themselves, passed a resolution requiring that the Replacement Notes and Warrants be treated in a similar manner as the Incentive Stock Options and 2021 Warrants and amended to reflect a conversion rate adjusted by the Exchange Ratio. After applying the Exchange Ratio to the conversion rate, the Company now has outstanding convertible secured promissory notes in the principal amount of $898,000 which will convert into shares of Common Stock at an adjusted conversion price of $0.075 per share of Common Stock and 11,973,333 warrants to purchase shares of Common Stock. None of the other terms or conditions of the Replacement Notes and Warrants were amended.
Accordingly, the tenth paragraph under Item 1.01 of the Initial Form 8-K is amended and restated in its entirety as follows:
Pursuant to the Replacement Notes and Warrants, the Company now has outstanding convertible secured promissory notes in the principal amount of $898,000 which are secured by a first priority lien on all of the assets and mining claims of the Company, other than certain patented lode mining claims that represent approximately 7.3% of the CuMo Project. The Replacement Notes and Warrants are, respectively, convertible into shares of Common Stock at a conversion price of $0.075 per share and 11,973,333 warrants to purchase shares of Common Stock at an exercise price of $0.15 per share, which expire five years from January 9, 2023.
The other information set forth in Item 1.01 of the Initial Form 8-K is incorporated by reference as if fully set forth herein.
1
Section 2 Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets.
Item 2.01 of the Initial Form 8-K is hereby amended as follows:
The section titled “Security Ownership of Certain Beneficial Owners and Management” under Item 2.01 of the Initial Form 8-K is hereby amended and restated in its entirety to reflect the adjusted conversion rate for the Replacement Notes and Warrants:
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. In accordance with SEC rules, shares of Common Stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within sixty (60) days of the date of the applicable table below are deemed beneficially owned by the holders of such options and warrants and are deemed outstanding for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage of ownership of any other person. Subject to community property laws, where applicable, the persons or entities named in the tables below have sole voting and investment power with respect to all shares of Common Stock indicated as beneficially owned by them.
The following table sets forth information with respect to the beneficial ownership of Common Stock as of January 23, 2023, by (i) each stockholder known by us to be the beneficial owner of more than 5% of Common Stock (the Company’s only class of voting securities), (ii) each of the directors and executive officers, and (iii) all of the directors and executive officers as a group. To the best knowledge of the Company, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the shares of Common Stock beneficially owned by such person, except to the extent such power may be shared with a spouse. To the knowledge of the Company, none of the shares listed below are held under a voting trust or similar agreement, except as noted. Other than the Exchange, to the knowledge of the Company, there is no arrangement, including any pledge by any person of securities of the Company or any of its parents, the operation of which may at a subsequent date result in a change in control of the Company.
| Name and Address of Beneficial Owner(1) | Number of Shares Beneficially Owned | Percentage of Beneficial Ownership | ||||||
| Named Executive Officers and Directors | ||||||||
| Robert Scannell – Director, Chief Financial Officer, and Treasurer | 18,867,334 | (2) | 8.7 | % | ||||
| Steven Rudofsky – Chief Executive Officer and President | 22,093,334 | (3) | 10.4 | % | ||||
| Andrew Brodkey – Director, Chief Operating Officer, and Secretary | 10,170,934 | (4) | 4.8 | % | ||||
| Shaun Dykes – Director, Vice President -Exploration | 8,478,200 | (5) | 4.0 | % | ||||
| John Moeller – Director | 2,680,000 | (6) | 1.3 | % | ||||
| All current directors and executive officers as a group (5 persons) | 62,289,802 | 29.2 | % | |||||
| 5% Stockholders | ||||||||
| Multi-Metal Development Limited | 128,787,400 | (7) | 61.4 | % | ||||
| JHP Holdings Inc. | 16,644,820 | (8) | 8.2 | % | ||||
| Elatam Family Trust | 35,443,000 | (9) | 16.1 | % | ||||
| (1) | Unless indicated otherwise, the address of all the persons listed above is c/o the Company at 800 W. Main St, Ste 1460 Boise, ID 83702. |
2
| (2) | Consists of: (1) 2,680,000 shares of Common Stock owned by Mr. Scannell and 1,407,000 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; (2) 5,360,000 shares of Common Stock underlying vested options that he holds pursuant to the 2022 Incentive Stock Options; (3) 2,680,000 shares of Common Stock underlying the 2021 Warrants held directly by Mr. Scannell 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 (4) 2,666,667 shares of Common Stock underlying the 2023 Replacement Warrants and 2,666,667 shares of Common Stock underlying the Replacement Note held by Feehan that Mr. Scannell could be deemed to beneficially own. |
| (3) | Consists of: (1) 11,725,000 shares of Common Stock owned by Mr. Rudofsky; (2) 5,360,000 shares of Common Stock underlying vested options that he holds pursuant to the 2022 Incentive Stock Options; (3) 1,675,000 shares of Common Stock underlying the 2021 Warrants held by Mr. Rudofsky; and (4) 1,666,667 shares of Common Stock underlying the 2023 Replacement Warrants and 1,666,667 shares of Common Stock underlying the Replacement Note held by Mr. Rudofsky. |
| (4) | Consists of: (1) 1,098,800 shares of Common Stock owned by Mr. Brodkey; (2) 5,360,000 shares of Common Stock underlying vested options that he holds pursuant to the 2022 Incentive Stock Options; (3) 1,098,800 shares of Common Stock underlying the 2021 Warrants held by Mr. Brodkey; and (4) 1,306,667 shares of Common Stock underlying the 2023 Replacement Warrants and 1,306,667 shares of Common Stock underlying the Replacement Note held by Mr. Brodkey. |
| (5) | Consists of: (1) 1,159,100 shares of Common Stock owned by Mr. Dykes; (2) 5,360,000 shares of Common Stock underlying vested options that he holds pursuant to the 2022 Incentive Stock Options; (3) 1,159,100 shares of Common Stock underlying the 2021 Warrants held by Mr. Dykes; and (4) 400,000 shares of Common Stock underlying the 2023 Replacement Warrants and 400,000 shares of Common Stock underlying the Replacement Note held by Mr. Dykes. |
| (6) | Consists of 2,680,000 shares of Common Stock underlying vested options that Dr. Moeller holds pursuant to the 2022 Incentive Stock Options. |
| (7) | Consists of (1) 121,343,700 shares of Common Stock owned by Multi-Metal Development Limited; and (2) 7,443,700 shares of Common Stock underlying the 2021 Warrants held by Multi-Metal Development Limited (“MMD”). 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 |
| (8) | JHP Holdings, Inc. holds a total of 16,644,820 shares of the Company’s common stock. As the shareholder and executive director of JHP Holdings, Inc., Mr. Lata is the beneficial owner of the shares of the Company held by JHP Holdings, Inc. The address for the foregoing entity 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; and (2) 17,721,500 shares of Common Stock underlying the 2021 Warrants held by the Elatam Family Trust. As a director of the Elatam Family Trust, Mr. Mohammad Elatam had voting and dispositive power over these shares and may be deemed to be the beneficial owner of such shares. |
3
The sections title “Warrants” and “Other Convertible Securities” under the “Description of Registrant’s Securities” in Item 2.01 of the Initial Form 8-K are hereby amended and restated in their entirety to reflect the adjusted conversion rate for the Replacement Notes and Warrants:
Warrants
At the Closing, the Company assumed all ICUMO’s obligations pursuant to the 2021 Warrants, which are now exercisable to purchase shares of Common Stock, at an exercise price of $0.15, until December 21, 2024. The Company assumed warrants exercisable for up to 41,540,000 shares of Common Stock.
At the Closing, the Company exchanged the 2023 Warrants for the Replacement Warrants. Pursuant to the Replacement Warrants, the Company warrants to sell an aggregate of 11,973,333 shares of Common Stock to the Warrantholders at an exercise price of $0.15 per share until five years from January 9, 2023. The exercise price may be adjusted to account for stock dividends payable in shares of Common Stock, subdivisions, or split-ups of shares of Common Stock or similar corporate events.
Other Convertible Securities
At the Closing, the Company exchanged the Notes for Replacement Notes. Pursuant to the Replacement Notes, the Company has outstanding convertible secured promissory notes in the principal amount of $898,000, which are secured by a first priority lien on all of the assets and mining claims of the Company, other than certain patented lode mining claims that represent approximately 7.3% of the CuMo Project. The Replacement Notes are convertible into shares of Common Stock at a conversion price of $0.075 per share. The conversion price can be adjusted based on stock splits, stock combinations, recapitalization, or other similar transactions.
As of January 23, 2023, other than the securities described above, the Company does not have any outstanding convertible securities.
The other information set forth in Item 2.01 of the Initial Form 8-K is incorporated by reference as if fully set forth herein.
4
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Item 9.01 of the Initial Form 8-K is hereby amended and restated in its entirety as follows:
| (a) | Financial Statements of Businesses Acquired. |
In accordance with Item 9.01(a), the audited financial statements of ICUMO for the last two fiscal years ended June 30, 2021 and June 30, 2022 and the accompanying notes and the unaudited financial statements of ICUMO for the three months ended September 30, 2022 with the accompanying notes are included in this Report attached as Exhibit 99.1. In accordance with Item 9.01(a), the unaudited financial statements of ICUMO for the six months ended December 31, 2022 with the accompanying notes are included in this amendment to the Initial Form 8-K as Exhibit 99.2.
| (b) | Pro Forma Financial Information. |
In accordance with Item 9.01(b), the unaudited pro forma condensed combined financial statements for the fiscal year ended June 30, 2022 and as of and for the three months ended September 30, 2022 are included in this Report attached as Exhibit 99.1.
| * | Previously filed on January 27, 2023 with the Initial Form 8-K |
5
SIGNATURES
Pursuant to the requirements 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.
| Dated: February 14, 2023 | By: | /s/ Robert Scannell | |
| Name: | Robert Scannell | ||
| Title: | Chief Financial Officer and Treasurer | ||
6
Exhibit 4.4
FORM OF REPLACEMENT NOTE
NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
JOWAY HEALTH INDUSTRIES GROUP INC.
Convertible Secured Promissory Note
|
Issuance Date: _______, 2023 |
Original Principal Amount: $_______ |
FOR VALUE RECEIVED, JOWAY HEALTH INDUSTRIES GROUP INC., a Nevada corporation (the “Company”), hereby promises to pay to [____] or registered assign (the “Holder”), the amount set out above as the Original Principal Amount when due, whether upon the Maturity Date (as defined below), acceleration or conversion (in each case in accordance with the terms hereof).
(1) GENERAL TERMS
(a) Payment of Principal. Unless earlier converted in accordance with the terms hereof, all principal shall be due and payable on the date that is thirty (30) months from the date set out above as the Issuance Date (the “Maturity Date”), unless an Event of Default (as defined below) shall have occurred and be continuing.
(b) Grant of Security Interest. As collateral security for the satisfaction of all indebtedness evidenced by or arising under this Note, the Company hereby pledges, assigns and grants to the Holder a continuing security interest and lien in all of the Company’s right, title and interest in and to the property, whether now owned or hereafter acquired by the Company and whether now existing or hereafter coming into existence or acquired, including the proceeds of any disposition thereof, described on Exhibit B attached hereto and incorporated herein by this reference, excluding the following patented lode mining claims that represent approximately 7.3% of the CuMo Project: that acreage located in Section 13, Township 8 North, Range 5 East, Boise Meridian, Boise County, Idaho, as depicted on Mineral Survey 1706: Blackbird, Red Flag, Enterprise, Enterprise Fraction, Commonwealth, Baby Mine (collectively, the “Collateral”). As applicable, the terms of this Note with respect to the Company’s granting of a security interest in the Collateral to the Holder shall be deemed to be a security agreement under applicable provisions of the Uniform Commercial Code (“UCC”), with the Company as the debtor and the Holder as the secured party.
(c) Perfection. Upon the execution and delivery of this Note, the Company authorizes the Holder to file such financing statements and other documents in such offices as shall be necessary or as the Holder may reasonably deem necessary to perfect and establish the priority of the liens granted by this Note, including any amendments, modifications, extensions or renewals thereof. The Company hereby agrees, upon the Holder’s request, to take all such actions as shall be necessary or as the Holder may reasonably request to perfect and establish the priority of the liens granted by this Note, including any amendments, modifications, extensions or renewals thereof.
(d) Representations and Warranties of the Company. The Company hereby represents and warrants the following to the Holder:
(i) The Company and those persons executing this Note on its behalf have the full right, power, and authority to execute, deliver and perform its obligations under this Note, which are not prohibited or restricted under the Articles of Incorporation or Bylaws of the Company. This Note has been duly executed and delivered by an authorized officer of the Company and constitutes a valid and legally binding obligation of the Company enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.
(ii) The execution of this Note and the Company’s compliance with the terms, conditions and provisions hereof does not conflict with or violate any provision of any agreement, contract, lease, deed of trust, indenture, or instrument to which the Company is a party or by which the Company is bound, or constitute a default thereunder or result in the imposition of any lien, charge, encumbrance, claim or security interest of any nature whatsoever upon any of the Collateral.
(iii) The security interest granted hereby in and to the Collateral constitutes a present, valid, binding and enforceable security interest as collateral security for its obligations, and, except as to leased equipment or encumbrances previously existing as of the date of this Note, such interests, upon perfection, will be senior and prior to any liens, encumbrances, charges, title defects, interests and rights of any others with respect to the Collateral.
(e) Covenants of the Company. For so long as any obligations pursuant to the terms of this Note remain outstanding:
(i) The Company shall not sell, assign or transfer any of the Collateral, or any part thereof or interest therein, except in the ordinary course of the business of the Company;
(ii) The Company shall pay or cause to be paid promptly when due all taxes and assessments on the Collateral; and
(iii) Upon written request by the Holder, the Company shall apprise the Holder, in writing, as to the current location of all of the Collateral, providing the Holder with current information with respect to the Collateral so the Holder may perfect and maintain the priority of its security interest therein.
(f) Use of Collateral. For so long as no Event of Default shall have occurred and be continuing under this Note, the Company shall be entitled to use and possess the Collateral and to exercise its rights, title and interest in all contracts, agreements, and licenses subject to the rights, remedies, powers and privileges of the Holder under this Note and to such use, possession or exercise not otherwise constituting an Event of Default. The Company shall remain liable to perform its duties and obligations under the contracts and agreements included in the Collateral in accordance with their respective terms to the same extent as if this Note had not been executed and delivered; the exercise by the Holder of any right, remedy, power or privilege in respect of this Note shall not release the Company from any of its duties and obligations under such contracts and agreements; and the Holder shall have no duty, obligation or liability under such contracts and agreements included in the Collateral by reason of this Note, nor shall the Holder be obligated to perform any of the duties or obligations of the Company under any such contract or agreement or to take any action to collect or enforce any claim (for payment) under any such contract or agreement.
(g) Prepayment. The Company shall have the right, but not the obligation, to prepay all or any portion of the outstanding Principal Amount and accrued interest thereon, without penalty or premium, upon no less than ten business days’ prior notice to the Holder, provided that (i) such amount must be paid in cash on the next business day following such ten business day notice period, and (ii) the Holder may still convert this Note pursuant to the terms hereof at all times until such prepayment amount has been received in full.
(2) CONVERSION OF NOTE. This Note shall be convertible into shares of common stock, no par value, of the Company (the “Common Stock”), on the terms and conditions set forth in this Section 2.
(a) Certain Definitions.
(i) “Conversion Amount” means the portion of the Original Principal Amount and interest to be converted.
2
(ii) “Conversion Price” shall be $0.075 per share of Common Stock. If the Company at any time on or after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization or other similar transaction) its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. If the Company at any time on or after the Issuance Date combines (by any reverse stock split, or stock combination, recapitalization or other similar transaction) its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased. Any such adjustment shall become effective immediately upon the effectiveness under Idaho law of such subdivision or combination.
(b) Optional Conversion. At or at any time prior to the Maturity Date, the Holder may, in its sole discretion, determine to convert all or part of the outstanding Principal Amount due hereunder into fully paid and nonassessable shares of Common Stock at the Conversion Price. The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to this Section 2(b) shall be equal to the quotient of dividing the Conversion Amount by the Conversion Price. The Company shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share. The Company shall pay any and all transfer agent fees, legal fees, costs, and any other fees or costs that may be incurred or charged in connection with the issuance of shares of the Company’s Common Stock to the Holder arising out of or relating to the conversion of this Note; provided, however, that the Holder shall pay any transfer taxes.
(c) Conversion Notice. To convert any portion of this Note into shares of Common Stock at the Maturity Date (a “Conversion Date”) pursuant to Section 2(b), the Holder shall transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 5:30 p.m., Pacific Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the “Conversion Notice”) to the Company. On or before the tenth business day following the date of receipt of a Conversion Notice (the “Share Delivery Date”), the Company shall (i) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the transfer agent for the Company is participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system, or (ii) if a restrictive legend is required to be placed on the certificates of Common Stock, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled, with a restrictive legend imposed thereon.
(d) Book-Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (i) the full Conversion Amount represented by this Note is being converted at the option of the Holder, or (ii) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal Amount converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion.
(e) Limitations on Conversions or Trading.
(i) Beneficial Ownership. The Company shall not effect any conversions of this Note and the Holder shall not have the right to convert any portion of this Note to the extent that after giving effect to such conversion, the Holder, together with any affiliate thereof, would beneficially own (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder) in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion. Since the Holder will not be obligated to report to the Company the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock in excess of 9.99% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have the authority and obligation to determine whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section 2(e)(i) applies, the determination of which portion of the Principal Amount of this Note is convertible shall be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion Notice for a Principal Amount of this Note that, without regard to any other shares that the Holder or its affiliates may beneficially own, would result in the issuance in excess of the permitted amount hereunder, the Company shall notify the Holder of this fact and shall honor the conversion for the maximum Principal Amount permitted to be converted on such Conversion Date in accordance with Section 2(b) and, any Principal Amount tendered for conversion in excess of the permitted amount hereunder shall remain outstanding under this Note. The provisions of this Section may be waived by the Holder upon written notification to the Company.
3
(f) Other Provisions.
(i) The Company shall at all times reserve and keep available out of its authorized Common Stock the full number of shares of Common Stock issuable upon conversion of all outstanding amounts under this Note.
(ii) All calculations under this Section 2 shall be rounded off to the nearest $0.001.
(3) EVENTS OF DEFAULT.
(a) An “Event of Default”, wherever used herein, means any one of the following events (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):
(i) The Company’s failure to pay to the Holder any amount of the then outstanding Principal Amount when and as due under this Note;
(ii) The Company shall commence, or there shall be commenced against the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company, or there is commenced against the Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of sixty- one (61) business days; or the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company suffers any appointment of any custodian, private or court appointed receiver or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of sixty- one (61) business days; or the Company makes a general assignment for the benefit of creditors; or the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company for the purpose of effecting any of the foregoing;
(iii) The Company shall default in any of its material obligations under this Note and fails to cure such breach within twenty (20) business days after written notice thereof, specifying the specific breach, from the Holder to the Company; or
(iv) The commencement of any action or proceeding which materially affects the Collateral or title thereto or the interest of the Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent.
(b) Rights and Remedies of Holder Upon Default. Upon the occurrence of an Event of Default by the Company under this Note, then, in addition to all other rights and remedies at law or in equity, the Holder may exercise any one or more of the following rights and remedies:
(i) Accelerate the time for payment of all amounts payable under this Note by written notice thereof to the Company, whereupon all such amounts shall be immediately due and payable.
(ii) Pursue and enforce all of the rights and remedies provided to a secured party with respect to the Collateral under the UCC.
(iii) Make such appearance, disburse such sums, and take such action as the Holder deems necessary, in its sole discretion, to protect the Holder’s interest, including but not limited to (A) disbursement of attorneys’ fees, (B) entry upon the Company’s property to make repairs to the Collateral, and (C) procurement of satisfactory insurance. Any amounts disbursed by Holder pursuant to this Section 3(b)(iii), shall become additional indebtedness of the Company secured by the Collateral and shall be immediately due and payable from the date of disbursement. Nothing contained in this Section shall require Holder to incur any expense or take any action.
4
(iv) The Holder may sell all or any part of the Collateral as a whole or in part either by public auction, private sale, or other method of disposition. The Holder may bid at any public sale on all or any portion of the Collateral. Unless the Collateral threatens to decline speedily in value, the Holder shall give the Company reasonable notice of the time and place of any public sale or of the time after which any private sale or other disposition of the Collateral is to be made, and notice given at least ten days before the time of the sale or other disposition shall be conclusively presumed to be reasonable.
(v) Pursue any other rights or remedies available to Holder at law or in equity.
(c) Costs of Collection. Should the indebtedness represented by this Note, or any part hereof, be collected at law, in equity, or in any bankruptcy, receivership or other court proceeding, or this Note be placed in the hands of any attorney for collection after default, the Company agrees to pay, in addition to the principal due hereon, all reasonable attorneys’ fees, plus all other costs and expenses of collection and enforcement, including any fees incurred in connection with such proceedings or collection of the Note or enforcement of the Holder’s rights.
(4) REISSUANCE OF THIS NOTE.
(a) Assignability. This Note will be binding upon the Company and its successors and will inure to the benefit of the Holder and its successors and assigns and may be assigned by the Holder with prior written consent of the Company, which consent shall not be unreasonably withheld.
(b) Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver to the Holder a new Note representing the outstanding Principal Amount hereunder.
(5) APPLICABLE LAW AND VENUE. This Note shall be governed by and interpreted in accordance with the laws of the State of Nevada without regard to the principles of conflict of laws. The parties hereto further agree that any action between them shall be heard exclusively in federal or state court sitting in Washoe County, Nevada, and expressly consent to the jurisdiction and venue of the Supreme Court of Nevada, sitting in Washoe County for the adjudication of any civil action asserted pursuant to this paragraph. THE COMPANY AND THE HOLDER IRREVOCABLY WAIVE ANY AND ALL RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS THIS NOTE OR UNDER ANY OTHER DOCUMENT EXECUTED IN CONNECTION WITH THIS NOTE, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. THE COMPANY AND THE HOLDER ACKNOWLEDGE THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, AND (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Note by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.
(6) WAIVER. Any waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.
(7) AMENDMENT. The terms of this Note may only be waived or amended by an instrument in writing signed by the Company and the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding.
[Remainder of Page Intentionally Omitted; Signature Page Follows]
5
IN WITNESS WHEREOF, the Company has caused this Convertible Note to be duly executed by a duly authorized officer as of the date set forth above.
| JOWAY HEALTH INDUSTRIES GROUP INC. | ||
| By: | ||
| Name: | ||
| Title: | ||
EXHIBIT A
NOTICE OF CONVERSION
Joway Health Industries Group Inc.
[______]
Attn: [_____]
The undersigned hereby elects to convert [all] [a portion] of the $[____] Convertible Note issued to [____] on [_____], 2022 into shares of Common Stock of Joway Health Industries Group Inc. according to the conditions set forth in such Note as of the date written below.
By accepting this notice of conversion, you are acknowledging that the number of shares to be delivered represents less than 10% (ten percent) of the common stock outstanding. If the number of shares to be delivered represents more than 9.99% of the common stock outstanding, this conversion notice shall immediately automatically extinguish, and the Holder must be immediately notified.
| Date of Conversion: | ||
| Conversion Amount: | ||
| Conversion Price: | ||
| Shares to be Delivered: |
| EIN: | ||
| By: | ||
| Name: | ||
| Title: | ||
Exhibit B
Collateral
Each and all of the following in which Joway Health Industries Group Inc, a Nevada corporation (the “Company”), or any direct or indirect subsidiary of the Company, has any right, title, or interest, regardless of the manner in which such items are formally held or titled; all as defined in the Nevada Uniform Commercial Code - Secured Transactions (Nevada Revised Statutes (“NRS”) §§ 104.9101 et. seq.) as of the date of the Note, and as the same may be amended hereafter:
(1) Accounts, as defined in NRS 104.9102(1)(b)
(2) Cash proceeds, as defined in NRS 104.9102(1)(i)
(3) Chattel paper, as defined in NRS 104.9102(1)(k)
(4) Commercial tort claims, as defined in NRS 104.9102(1)(m)
(5) Commodity accounts and commodity contracts, as defined in NRS 104.9102(1)(n) and NRS 104.9102(1)(o), respectively,
(6) Deposit accounts, as defined in NRS 104.9102(1)(cc)
(7) Documents, as defined in NRS 104.9102(1)(dd)
(8) Electronic chattel paper, as defined in NRS 1049102(1)(ee)
(9) Equipment, as defined in NRS 104.9102(1)(gg)
(10) General intangibles, as defined in NRS 104.9102(1)(pp)
(11) Goods, as defined in NRS 104.9102(1)(qq)
(12) Instruments, as defined in NRS 104.9102(1)(tt)
(13) Inventory, as defined in NRS 104.9102(1)(uu)
(14) Investment property, as defined in NRS 104.9102(1)(vv)
(15) Letter-of-credit right, as defined in NRS 104.9102(1)(xx)
(16) Noncash proceeds, as defined in NRS 104.9102(1)(eee)
(17) Payment intangible, as defined in NRS 104.9102(1)(hhh)
(18) Proceeds, as defined in NRS 104.9102(1)(kkk)
(19) Promissory notes, as defined in NRS 104.9102(1)(lll)
(20) Record, as defined in NRS 104.9102(1)(qqq)
(21) Software, as defined in NRS 104.9102(1)(www)
(22) Supporting obligations, as defined in NRS 104.9102(1)(yyy)
(23) Tangible chattel paper, as defined in NRS 104.9102(1)(zzz)
(24) The following, as defined in NRS 104.9102(2): certificated securities, contracts for sale, leases, lease agreements, lease contracts, leasehold interests, letters of credit, negotiable instruments, notes, proceeds of letters of credit, securities, security certificates, security entitlements, and uncertificated securities.
The Collateral shall specifically exclude the following patented lode mining claims that represent approximately 7.3% of the CuMo Project: that acreage located in Section 13, Township 8 North, Range 5 East, Boise Meridian, Boise County, Idaho, as depicted on Mineral Survey 1706: Blackbird, Red Flag, Enterprise, Enterprise Fraction, Commonwealth, Baby Mine
Exhibit 99.2
Unaudited Financial Statements of
International CuMo Mining Corporation
For the Three and Six Months Ended
December 31, 2022
International CuMo Mining Corporation
Balance Sheets
(unaudited)
| December 31, | June 30, | |||||||
| 2022 | 2022 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 267,678 | $ | 127,016 | ||||
| Total current assets | 267,678 | 127,016 | ||||||
| Property and equipment, net | 875,917 | 875,917 | ||||||
| Other assets | 100,000 | 100,000 | ||||||
| Total assets | $ | 1,243,595 | $ | 1,102,933 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 289,133 | $ | 222,934 | ||||
| Accrued interest | 1,557,514 | 1,431,246 | ||||||
| Convertible notes | 3,674,000 | 3,349,000 | ||||||
| Total current liabilities | 5,520,647 | 5,003,180 | ||||||
| Bond liabilities | 100,000 | 100,000 | ||||||
| Total liabilities | 5,620,647 | 5,103,180 | ||||||
| Commitments and contingencies | - | - | ||||||
| Stockholders’ Equity(Deficit): | ||||||||
| Common stock, no par value, 136,000,000 shares issued and outstanding as of December 31, 2022 and June 30, 2022 | - | - | ||||||
| Additional paid-in capital | 19,763,184 | 19,251,722 | ||||||
| Accumulated deficit | (24,140,236 | ) | (23,251,969 | ) | ||||
| Total stockholders’ (deficit) | (4,377,052 | ) | (4,000,247 | ) | ||||
| Total liabilities and equity | $ | 1,243,594 | $ | 1,102,933 | ||||
The accompanying notes are an integral part of the unaudited financial statements.
Page 1
International CuMo Mining Corporation
Statements of Operations
(unaudited)
| Three Months | Three Months | Six Months | Six Months | |||||||||||||
| Ended | Ended | Ended | Ended | |||||||||||||
| December 31, | December 31, | December 31, | December 31, | |||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| General and administrative expense | $ | 925,341 | $ | 25,178 | $ | 1,043,697 | $ | 154,678 | ||||||||
| Total operating expenses | 925,341 | 25,178 | 1,043,697 | 154,678 | ||||||||||||
| Income (loss) from operations | (925,341 | ) | (25,178 | ) | (1,043,697 | ) | (154,678 | ) | ||||||||
| Other (expense) | ||||||||||||||||
| Interest expense | (126,268 | ) | (217,458 | ) | (126,268 | ) | (217,458 | ) | ||||||||
| Other income | 281,698 | 281,698 | ||||||||||||||
| Total other income, net | 155,430 | (217,458 | ) | 155,430 | (217,458 | ) | ||||||||||
| Income (loss) before income taxes | (769,911 | ) | (242,636 | ) | (888,267 | ) | (372,136 | ) | ||||||||
| Provision for income taxes (benefit) | - | - | - | - | ||||||||||||
| Net loss | $ | (769,911 | ) | $ | (242,636 | ) | $ | (888,267 | ) | $ | (372,136 | ) | ||||
| Basic and diluted earnings (loss) per common share | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.00 | ) | ||||
| Weighted-average number of common shares outstanding: | ||||||||||||||||
| Basic and diluted | 136,000,000 | 105,000,000 | 136,000,000 | 105,000,000 | ||||||||||||
The accompanying notes are an integral part of the unaudited financial statements.
Page 2
International CuMo Mining Corporation
Statements of Cash Flows
(unaudited)
| Six Months | Six Months | |||||||
| Ended | Ended | |||||||
| December 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Cash flows from operating activities | ||||||||
| Net income (loss) | $ | (888,267 | ) | $ | (372,136 | ) | ||
| Financing fees associated with warrant issuance | 511,462 | |||||||
| Adjustments to reconcile net loss to cash used in operating activities: | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts payable and accrued expenses | 192,467 | 53,441 | ||||||
| Net cash provided by (used in) operating activities | (184,338 | ) | (318,695 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from the sale of convertible notes | 325,000 | - | ||||||
| Proceeds from the sale of silver debentures | - | 318,680 | ||||||
| Net increase (decrease) in cash and cash equivalents | 140,662 | (318,695 | ) | |||||
| Cash and cash equivalents at beginning of period | 127,016 | 588 | ||||||
| Cash and cash equivalents at end of period | $ | 267,678 | $ | 573 | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for interest | $ | - | $ | - | ||||
The accompanying notes are an integral part of the unaudited financial statements.
Page 3
International CuMo Mining Corporation
Statements of Changes in Stockholders’ Deficit
(Unaudited)
| Additional | Total | |||||||||||||||||||
| Common Stock | Paid-in | Accumulated | Stockholders’ | |||||||||||||||||
| Shares | Value | Capital | Deficit | Deficit | ||||||||||||||||
| Balance, June 30, 2021 | 105,000,000 | $ | - | $ | 16,151,723 | $ | (22,093,875 | ) | $ | (5,942,152 | ) | |||||||||
| Net loss | (129,500 | ) | (129,500 | ) | ||||||||||||||||
| Balance, September 30, 2021 | 105,000,000 | $ | - | $ | 16,151,723 | $ | (22,223,375 | ) | $ | (6,071,652 | ) | |||||||||
| Net loss | (242,636 | ) | (242,636 | ) | ||||||||||||||||
| Balance December 31, 2021 | 105,000,000 | $ | - | $ | 16,151,723 | $ | (22,466,011 | ) | $ | (6,314,288 | ) | |||||||||
| Additional | Total | |||||||||||||||||||
| Common Stock | Paid-in | Accumulated | Stockholders’ | |||||||||||||||||
| Shares | Value | Capital | Deficit | Deficit | ||||||||||||||||
| Balance, June 30, 2022 | 136,000,000 | $ | - | $ | 19,251,723 | $ | (23,251,969 | ) | $ | (4,000,247 | ) | |||||||||
| Net loss | (118,356 | ) | (118,356 | ) | ||||||||||||||||
| Balance, September 30, 2022 | 136,000,000 | $ | - | $ | 19,251,723 | $ | (23,370,325 | ) | $ | (4,118,603 | ) | |||||||||
| Net loss | (769,911 | ) | (769,911 | ) | ||||||||||||||||
| Financing fees related to warrants issued with convertible debt | 511,462 | 511,462 | ||||||||||||||||||
| Balance December 31, 2022 | 136,000,000 | $ | - | $ | 19,763,185 | $ | (24,140,236 | ) | $ | (4,377,052 | ) | |||||||||
The accompanying notes are an integral part of the unaudited financial statements.
Page 4
International CuMo Mining Corporation
Notes to the Unaudited
Financial Statements
December 31, 2022
(Expressed in US dollars)
| 1. | Nature of operations |
International CuMo Mining Corporation (“ICMC”, or the “Company”) is an exploration and development company with mineral right interests in the United States of America. ICMC was originally incorporated under the laws of Nevada in 2005, as Mosquito Mining Corp. In 2013, the Company was moved to Idaho and the name changed to Idaho CuMo Mining Corporation. In early January 2021 the name was changed to International CuMo Mining Corporation.
The Company is in the process of exploring its mineral right interests in the United States and at the date of these 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 ICMC 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 resolution of the uncertainties and confirmation of the Company’s title to the mineral properties.
ICMC’s common shares are not listed on any exchange
The Company’s year-end is June 30th.
| 2. | Basis of Presentation. |
The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The financial statements are presented in US dollars and all values are rounded to the nearest dollar except where otherwise indicated.
Principles of Consolidation
The financial statements include the accounts of International CuMo Mining.
Management’s Representation of Interim Financial Statements
The accompanying unaudited consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements include all of the adjustments, which in the opinion of management are necessary for a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Tables included in notes may not sum due to rounding.
Going Concern
These financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assume that the Company will continue operations for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due. Since its inception, the Company has incurred cumulative losses of $24,140,236 and as of December 31, 2022, had a working capital deficiency of $5,252,969 which may cast significant doubt regarding ICMC’s ability to continue as a going concern.
Page 5
International CuMo Mining Corporation
Notes to the Unaudited
Financial Statements
December 31, 2022
(Expressed in US dollars)
The Company does not generate material cash flows from operations and accordingly, ICMC will need to raise additional funds through the future issuance of securities. Although ICMC has been successful in raising funds in the past, there can be no assurance ICMC will be able to raise sufficient funds in the future, in which case the Company may be unable to meet its obligations as they come due in the normal course of business. The Company has not determined whether any of its properties contain mineral reserves that are economically recoverable. It is not possible to predict whether financing efforts will be successful or if the Company will attain a profitable level of operations. Should ICMC be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts on the statement of financial position.
| 3. | Summary of significant accounting policies |
Significant accounting judgments and estimates
The Company makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual experience may differ from these estimates and assumptions.
The effect of a change in an accounting estimate is recognized prospectively by including it in comprehensive income in the period of the change, if the change affects that period only, or in the period of the change and future periods, if the change affects both.
Information about critical accounting estimates and judgments in applying accounting policies that have the most significant risk of causing a material adjustment to the carrying amounts of assets and liabilities recognized in the financial statements are discussed below:
| a) | Unproven mineral right interests |
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. 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.
| b) | Title to unproven mineral right interests |
Although the Company has taken steps to verify title to its unproven mineral right interests, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.
Page 6
International CuMo Mining Corporation
Notes to the Unaudited
Financial Statements
December 31, 2022
(Expressed in US dollars)
| c) | Convertible debentures |
The Company presents convertible debentures separately in its debt and equity components on the statement of financial position. 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.
| d) | Going concern |
Critical judgment and estimates are applied for the determination that the Company will continue as a going concern for the next year.
| ● | Estimates |
| a) | Share-based payments and finance expense calculations: |
The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date in which they are granted. Estimating fair values for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant.
The fair value of the Company’s stock option and warrant grants are estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or warrants, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model, and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods.
| b) | Income taxes: |
The calculation of income taxes requires judgment in applying tax laws and regulations, estimating the timing of the reversals of temporary differences, and estimating the reliability of deferred tax assets. These estimates impact current and deferred income tax assets and liabilities, and current and deferred income tax expenses.
Property, plant, and equipment
Property, plant, and equipment are recorded at cost, net of accumulated depreciation, and are depreciated as follows:
| ● | Office equipment and furniture: 30% declining balance method. |
Property consists of land holdings at CuMo, Idaho (Boise Property). As of December 31, 2022, the Company had no depreciable assets on its balance sheet. Depreciation expense for the periods and December 31, 2022, and June 30, 2022, was $-0- and $-0-, respectively.
Unproven mineral right interests
The 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.
Page 7
International CuMo Mining Corporation
Notes to the Unaudited
Financial Statements
December 31, 2022
(Expressed in US dollars)
Management reviews the carrying amounts of mineral rights annually or when there are indicators of impairment and will recognize impairment based upon current exploration results and upon assessment of the probability of profitable exploitation of the rights. An indication of impairment includes but is not limited to expiration of the right to explore, substantive expenditure in the specific area is neither budgeted nor planned, and if the entity has decided to discontinue exploration activity in a specific area. Management’s assessment of the mineral right’s fair value is also based upon a review of other mineral right transactions that have occurred in the same geographic area as that of the rights under review.
Costs include the cash consideration and the fair value of shares issued on the acquisition of mineral rights. Rights acquired under option or joint venture agreements, whereby payments are made at the sole discretion of the Company, are not accrued and are only recorded in the accounts when the payments are made. Proceeds from property option payments received by the Company are netted against the deferred costs of the related mineral rights, with any excess being included in operations.
There may be material uncertainties associated with the Company’s title and ownership of its unproven mineral right interests. Ordinarily the Company does not own the land upon which an interest is located, and title may be subject to unregistered prior agreements or transfers or other undetected defects. As of December 31, 2022, the balance of unproven mineral right interests was $-0-.
Impairment of non-financial assets
At each date of the statement of financial position, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is an indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the assets belong.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in the statement of loss and comprehensive loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years.
Reclamation provision
An obligation to incur restoration, rehabilitation and environmental costs arises when environmental disturbance is caused by the exploration, development or ongoing production of a mineral property interest. Such costs arising from the decommissioning of plant and other site preparation work, discounted to their net present value, are provided and capitalized at the start of each project to the carrying amount of the asset, as soon as the obligation to incur such costs arises. Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value. These costs are charged against profit or loss over the economic life of the related asset, through amortization using either the unit-of-production or straight-line method. The related liability is adjusted for each period for the unwinding of the discount rate and for changes to the current market-based discount rate, amount or timing of the underlying cash flows needed to settle the obligation. Costs for restoration of subsequent site damage which is created on an ongoing basis during production are provided for at their net present values and charged against profits as extraction progresses.
Page 8
International CuMo Mining Corporation
Notes to the Unaudited
Financial Statements
December 31, 2022
(Expressed in US dollars)
Fair Value Measurements
The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable.
Level 3 - Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. We use the market approach to measure fair value for its Level 1 financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The respective carrying value of certain balance sheet financial instruments approximates its fair value. These financial instruments include cash and cash equivalents, trade receivables, related party payables, accounts payable, accrued liabilities and short-term borrowings. Fair values were estimated to approximate carrying values for these financial instruments since they are short term in nature, and they are receivable or payable on demand.
The estimated fair value of assets and liabilities acquired in business combinations and reporting units and long-lived assets used in the related asset impairment tests utilize inputs classified as Level 3 in the fair value hierarchy.
As of December 31, 2022, the Company’s financial instruments measured at fair value on a recurring basis were investments, which were classified as “Level 1”.
Income Taxes
The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Management provides a valuation allowance against deferred tax assets for amount which are considered “more likely than not” to be realized. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.
Page 9
International CuMo Mining Corporation
Notes to the Unaudited
Financial Statements
December 31, 2022
(Expressed in US dollars)
The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions on a quarterly basis to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit. On Dec. 18, 2019, FASB released Accounting Standards Update (ASU) 2019-12, which affects general principles within Topic 740, Income Taxes. The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. The FASB has stated that the ASU is being issued as part of its Simplification Initiative, which is meant to reduce complexity in accounting standards by improving certain areas of GAAP without compromising information provided to users of financial statements. The Company adopted this guidance on January 1, 2021 which had no impact on the Company’s financial statements.
Income (loss) per share
Basic earnings (loss) per share are computed by dividing the net earnings (loss) attributable to common shareholders by the weighted average number of shares outstanding during the reporting period. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of stock options and conversion of notes, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options were exercised and that the proceeds from such exercises were used to acquire common stock at the average market price during the reporting periods.
Related party transactions
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence, related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Related party transactions that are in the normal course of business and have commercial substance are measured at the exchange amount, which is determined on a cost recovery basis.
Cash and cash equivalents
Cash and cash equivalents in the statement of financial position comprise cash at banks and brokerage firms. As of December 31, 2022 and June 30, 2022 the Company had $267,678 and $127,016 in cash, respectively.
Stock Purchase Warrants
The Company accounts for warrants issued to purchase shares of its common stock as equity in accordance with FASB ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity. We determine the accounting classification of warrants we issue, as either liability or equity classified, by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, then in accordance with ASC 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock. Under ASC 480, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate us to settle the warrants or the underlying shares by paying cash or other assets, and warrants that must or may require settlement by issuing variable number of shares. If warrants do not meet the liability classification under ASC 480-10, we assess the requirements under ASC 815-40, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature.
Page 10
International CuMo Mining Corporation
Notes to the Unaudited
Financial Statements
December 31, 2022
(Expressed in US dollars)
If the warrants do not require liability classification under ASC 815-40, in order to conclude equity classification, we also assess whether the warrants are indexed to our common stock and whether the warrants are classified as equity under ASC 815-40 or other GAAP. After all such assessments, we conclude whether the warrants are classified as liability or equity. Liability classified warrants require fair value accounting at issuance and subsequent to initial issuance with all changes in fair value after the issuance date recorded in the statements of operations. Equity classified warrants only require fair value accounting at issuance with no changes recognized subsequent to the issuance date. We do not have any liability classified warrants as of any period presented.
| 4. | Other assets |
The Company as of December 31, 2022 and June 30, 2022 the Company had other assets of $100,000 and $100,000 respectively.
Reclamation bonds and provisions
During fiscal year 2016 the CuMo project cash bond was refunded to the Company and replaced with a surety from a third party. In exchange for the third party agreeing to guarantee to fund the required Bureau of Land Management reclamation bond currently $278,000 the Company was required to pay a security deposit of US$100,000 and make ongoing annual payments of US$8,340.
The security deposit is refundable when the Company completes the required reclamation clean-up costs.
Although the Company does not anticipate being required to perform significant reclamation activities, to be conservative, 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.
The 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.
| 5. | Property and equipment |
Property and equipment is comprised of acquiring three parcels of land in Boise County, Idaho as part of CuMo Project. As of December 31, 2022 and June 30, 2022, there was $875,917 in property and equipment.
CUMO PROJECT (United States)
CuMo Property
The CuMo Project is situated in south-central Idaho, approximately 15 miles northeast of the town of Idaho City. It consists of 120 unpatented mineral claims.
Page 11
International CuMo Mining Corporation
Notes to the Unaudited
Financial Statements
December 31, 2022
(Expressed in US dollars)
The project was optioned to the Company by CuMo Molybdenum Mining Inc. in 2004. The terms of the option agreement called for 300,000 CuMoCo shares (issued) and a combination of advance royalty payments and work requirements outlined below.
| 1. | Advance royalty payments: |
| ● | US$10,000 upon signing (completed); |
| ● | US$10,000 after 60 days (completed); |
| ● | US$5,000 after 6 months (completed); |
| ● | US$20,000 1st year anniversary (completed); |
| ● | US$20,000 2nd year anniversary (completed); |
| ● | US$15,000 3rd year anniversary (completed); |
| ● | US$15,000 every 6 months thereafter (up-to-date). |
These payments are to be credited against a 1.5% net smelter return (“NSR”) which reduces to 0.5% NSR after cumulative payments of US$3,000,000.
| 2. | Work requirements: |
| ● | US$25,000 during the first year (completed); |
| ● | At least US$50,000 each year thereafter (up-to-date). |
Adair Property
On February 5, 2017, the Company completed an agreement to acquire from a group of local prospectors twenty (20) unpatented mining claims adjacent to the CuMo property. The consideration payable for the claims was a one-time payment of the issuance by ICMC’s of a 7-year term silver convertible debenture valued at US$ 250,000 (issued), one million common shares of CuMoCo (issued), and the sum of US$ 10,625 (paid) representing an advance on the initial 6-month interest payment on the convertible debenture.
BOISE PROPERTY (United States)
On July 8, 2012, the Company completed an option agreement to purchase three parcels of land that included surface rights located in Boise County, Idaho. These parcels of land, inclusive of six patented claims, are contiguous to and provide access to the CuMo project. The costs associated with this property are recorded in property and equipment. Refer to Note 7.
Page 12
International CuMo Mining Corporation
Notes to the Unaudited
Financial Statements
December 31, 2022
(Expressed in US dollars)
| 6. | Convertible notes |
ICMC has entered into five different promissory note agreements with third-party lenders as follows:
| December 31, 2022 | June 30, 2022 | |||||||||
| a) | Promissory notes comprised of the sale of Idaho CuMo Units (“CuMo Unit”) for total proceeds of US$1,250,000. Each CuMo Unit costs $250,000, consists of a promissory note which accrues annual interest at 8.5%, matures 7 years from the date of issuance and includes an option to enter into a Silver Purchase Agreement Right with the Company. Upon notice that the triggering event has occurred (the decision by the Company to go into production), the CuMo Unit holder has 30 days to enter into the Silver Purchase Agreement Right. The Silver Purchase Agreement Right allows the holder to purchase up to 375,000 ounces of refined silver from the Company at price of US$5.00/ounce, plus make an upfront payment of $250,000. The Silver Purchase Agreement Right expires if: a. it is not entered into within 30 days of the triggering event; or b. if the principal amount of the loan is prepaid in whole or in part prior to maturity (this prepayment requires the consent of the lender); or c. the maturity date is reached. These notes are secured by all of the assets of ICMC, except for the six patented claims that make up the Boise Property. | 1,250,000 | 1,250,000 | |||||||
| b) | Promissory note comprised of total proceeds of US$500,000. This loan accrues annual interest at 8.5% and was amended on January 29, 2016 to extend the maturity date to December 31, 2025. This loan also includes an option to enter into a Silver Purchase Agreement Right (same terms as noted above in a)) with the Company. This note is secured by the six patented claims which make up the Boise Property owned by ICMC. | 500,000 | 500,000 | |||||||
| c) | Promissory note comprised of total proceeds of US$500,000, issued pursuant to an option agreement that has since gone into default. This note has the same terms as those disclosed in Note 10 a), except that this note is unsecured. | 500,000 | 500,000 | |||||||
| d) | Promissory notes comprised of loans totalling US$20,000. These loans accrue annual interest at 8.5%, paid semi-annually, and mature seven years from the grant dates. The loans also contain a Silver Purchase Agreement Right that allows the holders to purchase up to 1 ounce of silver for every $1 of promissory note principal, at a price of US$5.00/ounce. These notes are secured by all of the assets of ICMC, except for the six patented claims that make up the Boise Property. | 20,000 | 20,000 | |||||||
| e) | August 20, 2021, Promissory notes comprised of loans totalling US$1,089,000. These loans are paid an annual interest at 7.5%, paid semi-annually, and mature seven years from the grant dates. Computershare is registered transfer agent for these units and ensures interest is paid. The notes Are listed for trading on the Austrian stock exchange. The loans also contain a Silver Purchase Agreement Right that allows the holders to purchase up to 1 ounce of silver for every $1 of promissory note principal, at a price of US$5.00/ounce. These notes are secured by all of the assets of ICMC, except for the six patented claims that make up the Boise Property. | 1,079,000 | 1,079,000 | |||||||
| Convertible notes, non-interest bearing with a 30 month maturity convertible to common shares at $0.10 per share. Upon conversion the noteholder will receive one five year warrant with a strike price of $0.15 per share | 325,000 | |||||||||
| Total principal outstanding | 3,674,000 | 3,349,000 | ||||||||
| Accrued interest | 1,557,514 | 1,431,246 | ||||||||
| Total | $ | 5,231,514 | $ | 4,780,246 | ||||||
As of December 31, 2022, and June 30, 2022 the Company has total promissory notes issued and outstanding in the amount of $3,674,000 and $3,349,000, respectively.
Page 13
International CuMo Mining Corporation
Notes to the Unaudited
Financial Statements
December 31, 2022
(Expressed in US dollars)
| 7. | Related party transactions |
Details of the transactions between the Company and other related parties are disclosed below.
| (a) | Compensation of key management personnel |
The Company’s related parties consist of companies owned by or associated with executive officers and directors as follows:
| Nature of transactions | ||
| Dykes Geologic Systems Ltd. | Exploration and administration fees | |
| Steven Rudofsky | CEO Management fees | |
| Andrew Brodkey | COO management fees | |
| Robert Scannell | CFO management fees |
During the years ended June 30, 2022 and 2021, the Company incurred the following fees in the normal course of operations in connection with companies owned by key management and directors. Fees have been measured at the exchange amount which is determined on a cost recovery basis.
| 30-Jun | 30-Jun | |||||||
| 2022 | 2021 | |||||||
| Salaries and management fees - Geologic | 89,555 | 33,241 | ||||||
| Exploration fees - Geologic | 155,854 | 13,041 | ||||||
| Steven Rudofsky | 125,000 | 0 | ||||||
| Andrew Brodkey | 92,000 | 0 | ||||||
| Robert Scannel | 100,000 | 0 | ||||||
| 562,409 | 46,282 | |||||||
Dykes Geologic Systems Ltd. (“Geologic Systems”) is 50% owned by Shaun Dykes, President and CEO of the Company, and 50% owned by his spouse. Dykes Geologic Systems Ltd. is the full legal name. The company is also known as Geologic Systems Ltd., which is its trade name.
Page 14
International CuMo Mining Corporation
Notes to the Unaudited
Financial Statements
December 31, 2022
(Expressed in US dollars)
Amounts due to related parties are unsecured, non-interest bearing and due on demand. Trade and other payables at June 30, 2022 included $0 (June 30, 2021: $0), which were due to officers, directors and private companies controlled by directors and officers of the Company.
The remuneration of directors and other members of key management personnel during the years ended June 30, 2022 and 2021 were as follows :
| Note | 2022 | 2021 | ||||||||
| $ | $ | |||||||||
| Salaries and fees | (i) | 562,409 | 46,282 | |||||||
| 562,409 | 46,282 | |||||||||
| 8. | Equity |
| (a) | Capital |
At December 31, 2022, the Company’s authorized share capital consisted of 500,000,000 shares of common stock with no par value. As of December 31, 2022, and June 30, 2022, the Company had 136,000,000 shares issued and outstanding.
Fiscal 2023
The Company did not issue any common stock during the six month period ended December 31, 2022.
Fiscal 2022
During the year ended June 30, 2022, the Company issued 31,000,000 units as private placement which was valued at $10 per share or, $3,100,000. The units consist of one share of common stock and one 5-year warrant to exercisable at $0.15 per share. The common shares were comprised of the following:
| ● | 5,320,000 shares were issued for services performed by related parties |
| ● | 910,000 shares were issued for service performed by consultants |
| ● | 2,850,000 shares were sold to investors for cash proceed of $285,000 |
| ● | 21,920,000 shares were issued to the former parent company to satisfy intercompany debt |
Warrants
As of June 30, 2022, the Company had 31,00,000 warrants outstanding with a strike price of $0.15. During the three month ended December 31, 2022, the Company issued 3,250,000 additional warrants with the same strike price
All of the warrants have expiration dates at various times in 2027 beginning in May 2027
Page 15
International CuMo Mining Corporation
Notes to the Unaudited
Financial Statements
December 31, 2022
(Expressed in US dollars)
| 9. | Commitments |
| a) | During 2016 the Company entered into a surety agreement that guarantees the reclamation bond on the CuMo Property. In order to maintain the good standing of this surety, the Company is required to make an annual payment of US$8,340. |
| 10. | Subsequent events |
On January 23, 2023, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Joway Health Industries Group Inc(“Joway”), a Nevada corporation. Pursuant to the terms of the Share Exchange Agreement, the Company’s shareholders have transferred all the issued and outstanding shares of common stock of the Company to Joway in exchange for 182,240,000 newly issued shares of Joway’s common stock. As a result of this share exchange (the “Exchange”), the Company became a wholly-owned subsidiary of Joway.
During the three month ended December 31, 2022 the Company raised $350,000 from sale of convertible debentures, convertible to common stock at a fixed price of $0.10 per share. In connection with the issuance of these debentures, the company issued 3,500,000 five year warrants with a strike preice of $0.15 per share.
Page 16