UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
As previously disclosed, Idaho Copper Corporation (the “Company”) is party to a Mining Claims Agreement (“MCA”) with CuMo Molybdenum Mining Inc. (“CMMI”), Western Geoscience Inc., and Thomas Evans (collectively, the “Seller”) and Multi-Metal Development Company, (“MMD”, collectively, with the Company, the “Buyer”) for the purchase of 152 unpatented mining claims owned collectively by the Sellers, in exchange for consideration consisting of $500,000 in cash, 2.5 million shares of American CuMo Mining Corporation and a seven (7) year convertible debenture valued at $1 million with an interest rate of eight and one half (8.5%) percent annually.
Pursuant to the MCA, the Buyers would also be conveyed a residual net smelter return (NSR) originally held by CMMI under an option agreement dated October 13, 2004 (the “Option Agreement”), and the Sellers would expressly renounce any further claims to, or any other rights arising under, the Option Agreement, or to the property interests conveyed thereunder.
During the pendency of the MCA, Buyer, with the express permission of Seller, released and dropped some of the unpatented claims described in the MCA which were agreed by the parties as unnecessary for exploration or other operations. In addition, in 2023, Seller conveyed to Buyer by quitclaim deed a number of additional unpatented claims covered by the MCA, which had been titled in Seller’s names but were held in trust for the Buyer. Consequently, at this time, a total of only 54 unpatented claims described in the MCA are held by the Seller.
On August 19, 2025, the Seller and Buyer entered into the First Amendment to the MCA (the “Amendment”). Pursuant to the Amendment the Seller agreed to transfer as part of the Property (as defined in the MCA) to be conveyed, the NSR and the claims subject to the Option Agreement, specifically CuMo #1 through CuMo #8 described in the Option Agreement.
Additionally, the Buyer has the right, but not the obligation, to purchase the Property. Upon purchase of the Property, the Buyer shall deliver to the Seller $500,000 and $1,500,000 worth of shares of Common Stock of the Company, which number of shares shall be calculated by dividing $1,500,000 by the market closing price of the Company’s Common Stock on the closing date. Upon consummation of the purchase of the Property, the Seller will renounce any other claims or rights granted to it under the Option Agreement and the Option Agreement will be deemed terminated.
Furthermore, pursuant to the Amendment, MMD agreed to assign and transfer all of its rights and obligations under the MCA to the Company.
All other terms and provisions of the MCA, except as amended by the Amendment, continue to be binding, unchanged and remain in full force and effect.
The MCA includes a force majeure clause that suspends the performance of the Buyers’ obligations in the event of, among other things, government actions that prevent the issuance or receipt of required exploration or operational permits. The Sellers and Buyers have operated under the effects of such force majeure since the inception of the MCA to the date hereof, and the conditions necessary to lift the force majeure suspension have not yet been satisfied and there is no timeline for when performance of the MCA, as amended by the Amendment, will continue.
The foregoing description of the Amendment does not purport to be complete and is qualitied in its entirety by reference to the full text of the agreement, attached hereto as Exhibit 10.1 and incorporate by reference herein.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | First Amendment to the Mining Claims Agreement by and between CuMo Molybdenum Mining Inc., Western Geoscience Inc., Thomas Evans, Idaho Copper Corporation and Multi-Metals Development Corp. dated August 19, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
Date: August 22, 2025
| IDAHO COPPER CORPORATION | ||
| By: | /s/ Robert Scannell | |
| Name: | Robert Scannell | |
| Title: | Chief Financial Officer | |
Exhibit 10.1
FIRST AMENDMENT TO MINING CLAIMS AGREEMENT
This First Amendment (the “First Amendment”) to the Mining Claims Agreement (the “MCA”) is effective as of August 19, 2025 (the “Effective Date”), among CuMo Molybdenum Mining Inc., a Nevada corporation, whose address is 608 Front Street, Mina, Nevada, 89422, Western Geoscience Inc., a Nevada corporation, whose address is 608 Front Street, Mina, Nevada, 89422, and Thomas Evans, an unmarried individual, residing at 608 Front Street, Mina, Nevada, 89422 (collectively, “SELLER”); and Idaho Copper Corporation (“ICC”), a Nevada corporation, whose address is 800 W. Main St, Suite 1650, Boise, Idaho 83702, and Multi-Metals Development Corp, a British Columbia corporation (“MMD”), whose address is 630 Millbank, Vancouver, BC CanadaV5Z 4B7 (collectively referred to as “BUYER”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the MCA.
SELLER and BUYER are each referred to collectively as the “Parties.”
Recitals
| A. | Effective July 25, 2017, the Parties entered into the MCA whereby SELLER agreed, among other things, to sell the unpatented mining claims in Exhibit A to the MCA to Idaho CuMo Mining Corporation (predecessor to ICC), and American CuMo Mining Corporation (predecessor to MMD) (“American CuMo”) for cash, shares of American CuMo, and other consideration. |
| B. | The MCA also contained a clause whereby SELLER agreed to transfer to BUYER the net smelter return royalty interest established by that certain OPTION TO PURCHASE AGREEMENT (the “2004 Option Agreement”) made and entered into effective October 13, 2004, between one of the SELLER entities and Mosquito Consolidated Gold Mines Limited (another predecessor to ICC). |
| C. | SELLER and BUYER wish to amend the MCA, on the terms and conditions expressed herein. |
| D. | Except as otherwise provided in this First Amendment, all the terms and conditions of the MCA shall remain in full force and effect. |
In consideration of the covenants and agreements in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties agree as follows:
| 1. | SELLER and BUYER acknowledge and agree that there has existed, since the effective date of the MCA, a Force Majeure Event under paragraphs 1.1 (Definitions) and 10.7 of the MCA, which condition has continued and continues through the effective date of this First Amendment. |
| 1 |
| 2. | SELLER and BUYER acknowledge and agree that they have operated under the effects of such Force Majeure Event from the inception of the MCA to the date hereof and further acknowledge and agree that the conditions necessary to lift the force majeure suspension have not yet been satisfied. |
| 3. | SELLER and BUYER agree to modify the terms and conditions of the MCA, specifically as follows: |
| a. | Recital C of the MCA is stricken in its entirety, and replaced with the following language: |
C. SELLER agrees, as part of this Agreement, to transfer as part of the Property to be conveyed to and acquired by BUYER hereunder, the net smelter return royalty interest, and the CuMo #1 through CuMo #8 unpatented mining claims (restaked from the NEW CUMO #1 through NEW CUMO #8 unpatented claims) described under the OPTION TO PURCHASE AGREEMENT dated October 13, 2024.
| b. | Section 2.1 of the MCA is stricken in its entirety |
| c. | Section 2.2 of the MCA is stricken in its entirety and replaced with the following language: |
2.2. Acquisition of the Property. BUYER shall have the right, but not the obligation, to purchase the Property and acquire and receive from SELLER the Property. Upon notice from BUYER to SELLER of its decision to purchase the Property:
2.2.1. The Parties shall arrange a closing at a date and location mutually convenient to them (the “Closing Date”).
2.2.2. On the Closing Date:
2.2.2.l. SELLER shall deliver to ICC the following:
2.2.2.1.1. Duly executed transfers of all right, title and interest in and to the Property in the special warranty Deed form mutually agreed to by the Parties and suitable for recording under applicable Idaho law in favor of ICC or its nominee; and
| 2 |
2.2.2.1.2. SELLER shall deliver to ICC (formerly Idaho CuMo Mining Corporation a conveyance and release of the net smelter return royalty established by Section 5.3 of the OPTION TO PURCHASE AGREEMENT dated October 13, 2024, such that the net smelter return royalty shall be of no further force or effect, and the New CuMo #1 through New CuMo #8 unpatented mining claims described under the OPTION TO PURCHASE AGREEMENT dated October 13, 2024. Such royalty interest and additional mining claims are deemed to be part of the Property to be conveyed under this document
2.2.2.3. BUYER shall deliver to SELLER:
2.2.2.3.1. Five Hundred Thousand Dollars (US$500,000.00); and
2.2.2.3.2. One million, five hundred thousand dollars (US$1,500,000) worth of shares of Common Stock of ICC; the number of shares to be calculated by dividing US$1,500,000 by the market closing price of ICC’s common stock on the Closing Date.
| (d) | Exhibit A of the MCA is stricken in its entirety and replaced with Exhibit A attached to this First Amendment. |
| 4. | Upon consummation of the Property acquisition described above, SELLER hereby renounces any other claims or rights granted to it under the 2004 Option Agreement, and such agreement shall be deemed terminated. |
| 5. | SELLER and BUYER acknowledge and agree that the MCA is in full force and effect, as modified by the terms of this First Amendment. |
| 6. | MMD has agreed to assign and transfer all of its rights and obligations under the MCA to ICC, and ICC shall assume all such rights and obligations in full. |
| 7. | SELLER and BUYER acknowledge and agree that, as to the 2004 Option Agreement: |
(a) all share issuances required under the 2004 Option Agreement, as of the date of this Agreement, have been duly made in accordance with the terms thereof;
(b) all cash payments required under the 2004 Option Agreement, as itemized in Exhibit A attached thereto, have been made timely in accordance with the terms of the 2004 Option Agreement;
(c) the 2004 Option Agreement remains valid, binding and in full force and effect; and
(d) as of the Effective Date, the only remaining condition for ICC to exercise the 2004 Option Agreement in full is ICC’s payment of $2,395,000 to satisfy the Minimum Advanced Royalty (as such term is defined in the 2004 Option Agreement).
| 3 |
| 8. | Except as amended by this First Amendment, the Parties agree that the MCA continues to be binding, unchanged, and in full force and effect. Upon execution of this First Amendment by each of the Parties, the MCA and this First Amendment will be read and construed as one agreement (together, the “Amended Agreement”). The Amended Agreement contains the entire understanding of the Parties with respect to the subject matter of the MCA and this First Amendment and cancels and supersedes any prior understandings, agreements, negotiations and discussions, whether written or oral, among the Parties. |
The Parties have executed this First Amendment to be effective for all purposes as of the effective date set forth above.
| SELLERS: | ||
| CuMo Molybdenum Mining Inc. | ||
| By | ||
| Kelly J. Chamberlain, Director and Secretary | ||
| Western Geoscience, Inc. | ||
| By: | ||
| Thomas Evans, President | ||
| Thomas J. Evans | ||
| By: | ||
| Thomas J. Evans | ||
| BUYERS: | ||
| Idaho Copper Corporation | ||
| By: | ||
| Andrew Brodkey | ||
| Chief Executive Officer | ||
| Multi Metals Development Corporation | ||
| By: | ||
| Shaun Dykes, President | ||
| 4 |
EXHIBIT A
| 1. | The following unpatented Mining Claims situated in Sections 17 & 18, T8N; R6E in Boise County, more particularly described as follows: |
| Name of Claim | BLM Serial # | County Instrument # | ||
| CUMO#l | IMC 188031 | 201255 | ||
| CUMO#2 | IMC 188032 | 201256 | ||
| CUMO#3 | IMC 188033 | 201257 | ||
| CUMO#4 | IMC 188034 | 201258 | ||
| CUMO#5 | IMC 188035 | 201259 | ||
| CUMO#6 | IMC 188036 | 201260 | ||
| CUMO#7 | IMC 188037 | 201261 | ||
| CUMO#8 | IMC 188038 | 201262 | ||
| CUMO #62 | 188205 | 202147 | ||
| CUMO #63 | 188206 | 202148 | ||
| CUMO #65 FRACT. | 188208 | 202150 | ||
| CUMO #68 FRACT. | 188211 | 202153 | ||
| CUMO #70 FRACT. | 188213 | 202155 | ||
| CUMO #85 | 188228 | 202271 | ||
| CUMO #87 | 188230 | 202273 | ||
| CUMO #89 | 188232 | 202275 | ||
| CUMO #91 | 188234 | 202277 | ||
| CUMO #93 | 188236 | 202279 | ||
| CUMO #94 | 188237 | 202281 | ||
| CUMO #95 | 188238 | 202282 | ||
| CUMO #99 | 188240 | 202367 | ||
| CUMO #101 | 188242 | 202369 | ||
| CUMO #121 | 188258 | 202283 | ||
| CUMO #122 | 188259 | 202284 | ||
| CUMO #123 | 188260 | 202285 | ||
| CUMO #124 | 188283 | 202286 | ||
| CUMO #125 | 188261 | 202287 | ||
| CUMO #132 | 188268 | 202294 | ||
| CUMO #133 | 188269 | 202295 | ||
| CUMO #134 | 188270 | 202296 | ||
| CUMO #135 | 188271 | 202297 | ||
| CUMO #136 | 188272 | 202298 | ||
| CUMO #137 | 188273 | 202299 | ||
| CUMO #138 | 188274 | 202300 | ||
| CUMO #148 | 188285 | 202310 | ||
| CUMO #149 FRACT. | 188286 | 202311 | ||
| CUMO #150 | 188257 | 202312 | ||
| CUMO #151 FRACT. | 188287 | 202313 | ||
| CUMO #152 | 188288 | 202314 | ||
| CUMO #153 | 188289 | 202315 | ||
| CUMO #154 | 188290 | 202316 | ||
| CUMO #176 FRACT. | 188306 | 202324 | ||
| CUMO #177 FRACT. | 188307 | 202325 | ||
| CUMO #178 | 188308 | 202326 | ||
| CUMO #179 | 188309 | 202327 | ||
| CUMO #180 | 188310 | 202328 | ||
| CUMO #181 | 188311 | 202329 | ||
| CUMO #182 FRACT. | 188312 | 202330 | ||
| CUMO #183 FRACT. | 188313 | 202331 | ||
| CUMO #184 | 188314 | 202332 | ||
| CUMO #185 | 188315 | 202333 | ||
| CUMO #186 | 188316 | 202334 | ||
| CUMO #187 | 188317 | 202335 | ||
| CUMO #188 FRACT. | 188318 | 202336 |
| 2. | The net smelter return royalty interest established by the 2004 Option Agreement. |