IDR 10-Q
Idaho Strategic Resources, Inc. (IDR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One) | |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the quarterly period ended |
OR
| |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the transition period from _____________ to ____________ |
Commission File No.
(Name of small business issuer in its charter) |
| ||
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. employer identification No.) |
(Address of principal executive offices) (zip code)
(
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
| Trading Symbol(s) |
| Name of Each Exchange on Which Registered |
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|
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large Accelerated Filer | ☐ | Accelerated Filer | ☐ |
☒ | Small Reporting Company | ||
|
| 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. ☐
Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes
APPLICABLE ONLY TO CORPORATE ISSUERS:
At August 1, 2026,
IDAHO STRATEGIC RESOURCES, INC
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD
ENDED JUNE 30, 2026
TABLE OF CONTENTS
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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| Table of Contents |
PART I - FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
Idaho Strategic Resources, Inc. Condensed Consolidated Balance Sheets (Unaudited) |
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| June 30, 2026 |
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| December 31, 2025 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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Investments in US treasury notes |
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Investment in equity securities |
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Investment in mutual funds |
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Gold sales receivable |
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Inventories |
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Joint venture receivable |
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Other current assets |
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Total current assets |
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Property, plant and equipment, net of accumulated depreciation |
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Mineral properties, net of accumulated amortization |
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Investments in US treasury notes, non-current |
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Investment in Buckskin Gold and Silver, Inc. |
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Investment in joint venture |
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Reclamation bonds |
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Deposits |
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Total assets |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable and accrued expenses |
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Accrued payroll and related payroll expenses |
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Notes payable, current portion |
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Income taxes payable |
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Total current liabilities |
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Asset retirement obligations |
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Notes payable, long term |
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Deferred income tax liabilities |
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Total long-term liabilities |
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Total liabilities |
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Commitments Note 5 |
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Stockholders’ equity: |
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Preferred stock, no par value, |
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Common stock, no par value, |
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Retained earnings |
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Total Idaho Strategic Resources, Inc stockholders’ equity |
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Non-controlling interest |
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Total stockholders' equity |
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Total liabilities and stockholders’ equity |
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| $ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
| 3 |
| Table of Contents |
Idaho Strategic Resources, Inc. Condensed Consolidated Statements of Operations (Unaudited) For the Three and Six-Month Periods Ended June 30, 2026 and 2025 |
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| June 30, 2026 |
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| June 30, 2025 |
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| Three Months |
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| Six Months |
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| Three Months |
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| Six Months |
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Revenue: |
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Sales of products, net |
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Total revenue |
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Costs of Sales: |
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Cost of sales and other direct production costs |
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Depreciation and amortization |
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Total costs of sales |
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Gross profit |
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Other operating expenses: |
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Exploration |
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Management |
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Professional services |
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General and administrative |
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(Gain) loss on sale of equipment |
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Total other operating expenses |
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Operating income |
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Other (income) expense: |
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Equity (income) loss on investment in Buckskin Gold and Silver, Inc |
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Loss on investment in equity securities and mutual funds |
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Timber revenue net of costs |
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Dividend income |
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Interest income |
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Total other income |
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Income before income taxes |
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Income tax provision |
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Net income |
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Net loss attributable to non-controlling interest |
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Net income attributable to Idaho Strategic Resources, Inc |
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Net income per common share-basic |
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Weighted average common share outstanding-basic |
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Net income per common share-diluted |
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Weighted average common shares outstanding-diluted |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
| 4 |
| Table of Contents |
Idaho Strategic Resources, Inc. Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) For the Three and Six-Month Periods Ended June 30, 2026 and 2025 |
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| Common Stock Shares |
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| Common Stock Amount |
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| Retained Earnings (Accumulated Deficit) Attributable to Idaho Strategic Resources, Inc. |
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| Non-Controlling Interest |
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| Total Stockholders’ Equity |
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Balance January 1, 2025 |
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| $ |
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| $ | ( | ) |
| $ |
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| $ |
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Contribution from non-controlling interest in New Jersey Mill Joint Venture |
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Stock-based compensation |
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Issuance of common stock for cashless stock options exercised |
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Net income (loss) |
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| - |
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Balance March 31, 2025 |
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Contribution from non-controlling interest in New Jersey Mill Joint Venture |
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| - |
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Stock-based compensation |
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Issuance of common stock for cash, net of offering costs |
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Issuance of common stock for cashless stock options exercise |
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Net income (loss) |
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Balance June 30, 2025 |
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| $ |
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| $ | ( | ) |
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Balance January 1, 2026 |
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Contribution from non-controlling interest in New Jersey Mill Joint Venture |
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Stock-based compensation |
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Issuance of common stock for cash, net of issuance costs |
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Issuance of common stock for stock options exercised |
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Issuance of common stock for cashless stock options exercised |
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Net income (loss) |
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Balance March 31, 2026 |
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Contribution from non-controlling interest in New Jersey Mill Joint Venture |
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Stock-based compensation |
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Issuance of common stock for stock options exercised |
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Issuance of common stock for cashless stock options exercised |
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Net income (loss) |
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Balance June 30, 2026 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
| 5 |
| Table of Contents |
Idaho Strategic Resources, Inc. Condensed Consolidated Statements of Cash Flows (Unaudited) For the Six-Month Periods Ended June 30, 2026 and 2025 |
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| June 30, |
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| 2025 |
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Cash flows from operating activities: |
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Net income |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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(Gain) loss on sale of equipment |
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Accretion of asset retirement obligation |
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Loss on investment in equity securities and mutual funds |
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Equity (income) loss on investment in Buckskin Gold and Silver, Inc. |
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Stock-based compensation |
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Amortization of (premium) discount on US treasury notes |
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Deferred tax provision |
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Change in operating assets and liabilities: |
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Gold sales receivable |
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Inventories |
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Joint venture receivable |
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Other current assets |
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Accounts payable and accrued expenses |
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Accrued payroll and related payroll expenses |
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Income taxes payable |
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Net cash provided by operating activities |
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Cash flows from investing activities: |
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Purchases of property, plant, and equipment |
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Deposits on equipment |
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Proceeds from sale of equipment |
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Purchase of mineral property |
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Additions to mineral property |
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Purchase of US treasury notes |
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Maturity of US treasury notes |
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Proceeds from sale of equity securities |
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Proceeds from sale of mutual funds |
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Purchase of reclamation bond |
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Net cash used by investing activities |
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Cash flows from financing activities: |
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Proceeds from sale of common stock, net of issuance cost |
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Proceeds from issuance of common stock for stock options exercised |
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Principal payments on notes payable |
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Contributions from non-controlling interest |
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Net cash provided by financing activities |
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Net change in cash and cash equivalents |
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| ( | ) |
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Cash and cash equivalents, beginning of period |
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Cash and cash equivalents, end of period |
| $ |
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| $ |
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Non-cash investing and financing activities: |
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Deposit on equipment applied to purchase |
| $ |
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| $ |
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Notes payable for equipment purchase |
| $ |
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| $ |
| ||
Principal payments on notes payable paid by 3rd party |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 6 |
| Table of Contents |
Idaho Strategic Resources, Inc
Notes to Condensed Consolidated Financial Statements (Unaudited)
1. The Company and Significant Accounting Policies
These unaudited interim condensed consolidated financial statements have been prepared by the management of Idaho Strategic Resources, Inc. (“IDR”, “Idaho Strategic” or the “Company”) in accordance with accounting principles generally accepted in the United States of America for interim financial information. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements. In the opinion of the Company’s management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair statement of the interim condensed consolidated financial statements have been included.
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company's consolidated financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions, which could have a material effect on the reported amounts of the Company's consolidated financial position and results of operations. Operating results for the three and six-month periods ended June 30, 2026, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2026. Management estimates that the effective tax rate expected for the full year ended December 31, 2026 will be 17.48% now that the Company has worked through its cumulative loss position and historical net operating losses (“NOLs”).
For further information refer to the financial statements and footnotes thereto in the Company’s audited consolidated financial statements for the year ended December 31, 2025, in the Company’s Form 10-K as filed with the Securities and Exchange Commission on March 23, 2026.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of the Company and its majority-owned subsidiary, the New Jersey Mill Joint Venture (“NJMJV”). Intercompany accounts and transactions are eliminated. The portion of entities owned by other investors is presented as non-controlling interests on the condensed consolidated balance sheets and statements of operations.
Revenue Recognition
Gold Revenue Recognition and Receivables-Sales of gold sold directly to customers are recorded as revenues and receivables upon completion of the performance obligations and transfer of control of the product to the customer. For concentrate sales, the performance obligation is met, the transaction price can be reasonably estimated, and revenue is recognized generally at the time of shipment at estimated forward prices for the anticipated month of settlement. Due to the time elapsed from shipment to the customer and the final settlement with the customer, prices at which sales of concentrates will be settled are estimated. Previously recorded sales and accounts receivable are adjusted to estimated settlement metals prices until final settlement by the customer. For sales of doré and metals from doré, the performance obligation is met, the transaction price is known, and revenue is recognized at the time of transfer of control of the agreed-upon metal quantities to the customer by the refiner.
Sales and accounts receivable for concentrate shipments are recorded net of charges by the customer for treatment, refining, smelting losses, and other charges negotiated with the customers. Charges are estimated upon shipment of concentrates based on contractual terms, and actual charges typically do not vary materially from estimates. Costs charged by customers include fixed costs per tonne of concentrate and price escalators. Refining, selling, and shipping costs related to sales of doré and metals from doré are recorded to cost of sales as incurred. See Note 4 for more information on the Company’s sales of products.
Other Revenue Recognition-Revenue from harvest of raw timber is recognized when the performance obligation under a contract and transfer of the timber have both been completed. Sales of timber found on the Company’s mineral properties are not a part of normal operations.
Inventories
Inventories are stated at the lower of full cost of production or estimated net realizable value based on current metal prices. Costs consist of mining, transportation, and milling costs including applicable overhead, depreciation, depletion, and amortization relating to the operations. Costs are allocated based on the stage at which the ore is in the production process. Supplies inventory is stated at the lower of cost or estimated net realizable value.
Mine Exploration and Development Costs
The Company expenses exploration costs as such in the period they occur. The exploration stage occurs up until the point ore reserves are identified. The pre-development stage begins once the Company identifies ore reserves which is based on a determination whether an ore body can be economically developed. Expenditures incurred during the pre-development stage are capitalized as deferred development costs and include such costs for drifts, ramps, and infrastructure. Costs to improve, alter, or rehabilitate primary development assets which appreciably extend the life, increase capacity, or improve the efficiency or safety of such assets are also capitalized. The pre-development stage ends when the production stage of ore reserves begins, thus entering the secondary development stage.
Drilling, and related costs are either classified as exploration, pre-development or secondary development, as defined above, and charged to operations as incurred, or capitalized, based on the following criteria:
| · | whether the costs are incurred to further define resources or exploration targets at and adjacent to existing reserve areas or intended to assist with mine planning within a reserve area; |
| · | whether the drilling or development costs relate to an ore body that has been determined to be commercially mineable, and a decision has been made to put the ore body into commercial production; and |
| · | whether, at the time the cost is incurred: (a) the expenditure embodies a probable future benefit that involves a capacity, singly or in combination with other assets, to contribute directly or indirectly to future net cash inflows, (b) the Company can obtain the benefit and control others’ access to it, and (c) the transaction or event giving rise to the Company’s right to or control of the benefit has already occurred. |
If all of these criteria are met, drilling, development and related costs are capitalized. Drilling and development costs not meeting all of these criteria are expensed as incurred. The following factors are considered in determining whether or not the criteria listed above have been met, and capitalization of drilling and development costs is appropriate:
| · | completion of a favorable economic study and mine plan for the ore body targeted; |
| 7 |
| Table of Contents |
Idaho Strategic Resources, Inc
Notes to Condensed Consolidated Financial Statements (Unaudited)
1. The Company and Significant Accounting Policies (continued)
| · | authorization of development of the ore body by management and/or the Board of Directors; and |
| · | there is a justifiable expectation, based on applicable laws and regulations, that issuance of permits or resolution of legal issues and/or contractual requirements necessary for the Company to have the right to or control of the future benefit from the targeted ore body have been met. |
Amortization of development costs is calculated using the units-of-production method over the expected life as per the Financial Accounting Standards Board (“FASB”). This includes the cost to define proven and probable reserves and measured and indicated resources accessible via the Main Access Ramp (“MAR”). Inferred resources are excluded to reduce uncertainty, and therefore, the volumes are risk-adjusted. Assumptions are regularly evaluated, with material deviations disclosed to ensure a systematic and rational cost allocation.
Fair Value Measurements
When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period that are included in earnings are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date. At June 30, 2026 and December 31, 2025, the Company measured its gold sales receivable at fair value. At December 31, 2025, the Company measured its investments in equity securities at fair value, and its investments in mutual funds at net asset value (“NAV”).
Accounting for Investments in Joint Ventures (“JV”) and Equity Method Investments
Investment in JVs-For JVs where the Company holds more than 50% of the voting interest and has significant influence, the JV is consolidated with the presentation of non-controlling interest. In determining whether significant influence exists, the Company considers its participation in policy-making decisions and its representation on the venture’s management committee.
For JVs in which the Company does not have joint control or significant influence, the cost method is used. For those JVs in which there is joint control between the parties, the equity method is utilized whereby the Company’s share of the ventures’ earnings and losses is included in the statement of operations as earnings in JVs and its investments therein are adjusted by a similar amount. The Company periodically assesses its investments in JVs for impairment. If management determines that a decline in fair value is other than temporary it will write-down the investment and charge the impairment against operations.
Equity Method Investments-Investments in companies and joint ventures in which the Company has the ability to exercise significant influence, but do not control, are accounted for under the equity method of accounting. In determining whether significant influence exists, the Company considers its participation in policy-making decisions and representation on governing bodies. Under the equity method of accounting, the Company’s share of the net earnings or losses of the investee are included in net income (loss) in the condensed consolidated statements of operations. The Company evaluates equity method investments whenever events or changes in circumstance indicate the carrying amounts of such investments may be impaired. If a decline in the value of an equity method investment is determined to be other than temporary, a loss is recorded in earnings in the current period. At June 30, 2026, and December 31, 2025, the Company's
At June 30, 2026 and December 31, 2025, the Company’s percentage ownership and method of accounting for each JV and equity method investment is as follows:
|
| June 30, 2026 |
| December 31, 2025 | |||||||||||||
JV/Equity |
| % Ownership |
|
| Significant Influence? |
| Accounting Method |
| % Ownership |
|
| Significant Influence? |
| Accounting Method | |||
NJMJV |
|
| % |
| Yes |
| Consolidated |
|
| % |
| Yes |
| Consolidated | |||
Butte Highlands JV, LLC |
|
| % |
| No |
| Cost |
|
| % |
| No |
| Cost | |||
Buckskin |
|
| % |
| Yes |
| Equity |
|
| % |
| Yes |
| Equity | |||
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on previously reported results of operations, stockholders' equity, or the net change in cash. Within the statement of cash flows for the six months ended June 30, 2025, $
Investments in US Treasury Notes
The Company holds short term investments in United States Treasury notes and are classified as held to maturity based on management’s intent and ability to hold them to maturity. Such debt securities are stated at cost, adjusted for unamortized purchase premiums and discounts and are amortized using the interest method over the stated terms of the securities. Amortization of the premium or discount is included in interest income on the condensed consolidated statement of operations.
Segment Reporting
The Company operates as a single operating segment. All financial information is presented on a consolidated basis and reviewed by the Company’s Chief Executive Officer as the Chief Operating Decision Maker (“CODM”). The CODM uses consolidated net income, as presented in the condensed consolidated statement of operations, to assess segment performance and allocate resources. The measure of segment assets is reported on the condensed consolidated balance sheet as total assets.
| 8 |
| Table of Contents |
Idaho Strategic Resources, Inc
Notes to Condensed Consolidated Financial Statements (Unaudited)
1. The Company and Significant Accounting Policies (continued)
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. The new disclosure requirements are effective for the Company's annual periods for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating the ASU to determine the impact on its condensed consolidated financial statements and disclosures.
Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
2. Investments in US Treasury Notes
The table below provides the components of investments in US treasury notes held to maturity at amortized cost and fair value at June 30, 2026 and December 31, 2025.
June 30, 2026 | ||||||||||||||||
|
| Amortized Cost |
|
| Gross Unrealized gains |
|
| Gross Unrealized losses |
|
| Fair value |
| ||||
US Treasury notes, current |
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| |||
US Treasury notes, non-current |
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| |||
Total |
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| |||
| ||||||||||||||||
December 31, 2025 | ||||||||||||||||
US Treasury notes, current |
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| |||
US Treasury notes, non-current |
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| |||
Total |
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| |||
Fair value of investments in US treasury notes is determined using Level 1 inputs.
The maturity dates for the US treasury notes as of June 30, 2026 are as follows:
Maturity |
| Amortized Cost |
| |
Due within one year |
| $ |
| |
Due one year to five years |
| $ |
| |
Total |
| $ |
| |
3. Inventories
At June 30, 2026 and December 31, 2025, the Company’s inventories consisted of the following:
|
| June 30, 2026 |
|
| December 31, 2025 |
| ||
Gold inventory: |
|
|
|
|
|
| ||
In process |
| $ |
|
| $ |
| ||
Finished goods |
|
|
|
|
|
| ||
Total gold inventory |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Supplies inventory: |
|
|
|
|
|
|
|
|
Mine parts and supplies |
|
|
|
|
|
| ||
Mill parts and supplies |
|
|
|
|
|
| ||
Total supplies inventory |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total |
| $ |
|
| $ |
| ||
| 9 |
| Table of Contents |
Idaho Strategic Resources, Inc
Notes to Condensed Consolidated Financial Statements (Unaudited)
4. Sales of Products
The Company’s products consist of both gold flotation concentrates which are sold to a single broker (H&H Metals Corp. (“H&H”)), and an unrefined gold-silver product known as doré which is sold to various precious metals refineries. At June 30, 2026, gold concentrate that had been sold but not finally settled included 7,404 ounces of gold of which 6,384 ounces were sold at a predetermined price with the remaining 1,020 exposed to future price changes until prices are locked in based on the month of settlement. The Company has received provisional payments on the sale of these ounces with the remaining amount due reflected in gold sales receivable. Sales of products by metal type for the three and six-month periods ended June 30, 2026 and 2025 were as follows:
|
| June 30, 2026 |
|
| June 30, 2025 |
| ||||||||||
|
| Three Months |
|
| Six Months |
|
| Three Months |
|
| Six Months |
| ||||
Gold |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Silver |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Less: Smelter and refining charges |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Total |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Sales by significant product type for the three and six-month periods ended June 30, 2026, and 2025 were as follows:
|
| June 30, 2026 |
|
| June 30, 2025 |
| ||||||||||
|
| Three Months |
|
| Six Months |
|
| Three Months |
|
| Six Months |
| ||||
Concentrate sales to H&H Metal |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Dore sales to refinery |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
At June 30, 2026 and December 31, 2025, the gold sales receivable balance of $
5. Related Party Transactions
The Company leases office space from certain related parties on a month-to-month basis. $
June 30, 2026 |
|
| June 30, 2025 |
| ||||||||||
Three Months |
|
| Six Months |
|
| Three Months |
|
| Six Months |
| ||||
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
6. JV Arrangements
NJMJV Agreement
The Company owns
Butte Highlands JV, LLC
On January 29, 2016,
7. Earnings per Share
The following table presents the calculation of basic and diluted net income per common share for the three and six-month periods ended June 30, 2026 and 2025.
|
| June 30, 2026 |
|
| June 30, 2025 |
| ||||||||||
|
| Three Months |
|
| Six Months |
|
| Three Months |
|
| Six Months |
| ||||
Net income attributable to IDR |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Weighted average shares-basic |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Effect of potentially dilutive common shares from stock options |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Weighted average shares-diluted |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net income per share-basic |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Net income per share-diluted |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
| 10 |
| Table of Contents |
Idaho Strategic Resources, Inc
Notes to Condensed Consolidated Financial Statements (Unaudited)
8. Property, Plant, and Equipment
Property, plant and equipment at June 30, 2026 and December 31, 2025 consisted of the following:
|
| June 30, 2026 |
|
| December 31, 2025 |
| ||
Mine Equipment |
| $ |
|
| $ |
| ||
Accumulated Depreciation |
|
| ( | ) |
|
| ( | ) |
Total Mine Equipment |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Mill Equipment |
|
|
|
|
|
| ||
Accumulated Depreciation |
|
| ( | ) |
|
| ( | ) |
Total Mill Equipment |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Buildings |
|
|
|
|
|
| ||
Accumulated Depreciation |
|
| ( | ) |
|
| ( | ) |
Total Buildings |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Land |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total |
| $ |
|
| $ |
| ||
For the three and six-month periods ended June 30, 2026 and 2025, depreciation expense for property, plant, and equipment was as follows:
June 30, 2026 |
|
| June 30, 2025 |
| ||||||||||
Three Months |
|
| Six Months |
|
| Three Months |
|
| Six Months |
| ||||
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
9. Mineral Properties
Mineral properties at June 30, 2026 and December 31, 2025 consisted of the following:
|
| June 30, 2026 |
|
| December 31, 2025 |
| ||
Golden Chest |
|
|
|
|
|
| ||
Mineral Property |
| $ |
|
| $ |
| ||
Infrastructure |
|
|
|
|
|
| ||
Total Golden Chest |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
New Jersey |
|
|
|
|
|
| ||
McKinley-Monarch |
|
|
|
|
|
| ||
Potosi |
|
|
|
|
|
| ||
Park Copper/Gold |
|
|
|
|
|
| ||
Eastern Star |
|
|
|
|
|
| ||
Oxford |
|
|
|
|
|
| ||
Silver Prospect |
|
|
|
|
|
| ||
Accumulated Amortization |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Total |
| $ |
|
| $ |
| ||
In the three-month period ended June 30, 2026, the Company purchased property adjacent to the Golden Chest Mine for $
For the three and six-month periods ended June 30, 2026 and 2025, amortization expense for mineral properties was as follows.
June 30, 2026 |
|
| June 30, 2025 |
| ||||||||||
Three Months |
|
| Six Months |
|
| Three Months |
|
| Six Months |
| ||||
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
For the three and six-month periods ended June 30, 2026 and 2025, interest expense was capitalized in association with infrastructure at the Golden Chest Mine as follows.
June 30, 2026 |
|
| June 30, 2025 |
| ||||||||||
Three Months |
|
| Six Months |
|
| Three Months |
|
| Six Months |
| ||||
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
| 11 |
| Table of Contents |
Idaho Strategic Resources, Inc
Notes to Condensed Consolidated Financial Statements (Unaudited)
10. Notes Payable
At June 30, 2026 and December 31, 2025, notes payable are as follows:
|
| June 30, 2026 |
|
| December 31, 2025 |
| ||
Mine Equipment |
|
|
|
|
|
|
|
|
Weighted average interest rate of |
| $ |
|
| $ |
| ||
Mill Equipment |
|
|
|
|
|
|
|
|
Weighted average interest rate of |
|
|
|
|
|
| ||
Buildings/Land |
|
|
|
|
|
|
|
|
Weighted average interest rate of |
|
|
|
|
|
| ||
Total notes payable |
|
|
|
|
|
| ||
Due within one year |
|
|
|
|
|
| ||
Due after one year |
| $ |
|
| $ |
| ||
All notes are collateralized by the property or equipment purchased in connection with each note. Future principal payments of notes payable at June 30, 2026 are as follows:
For the twelve-months ended: |
|
|
| |
June 30, 2027 |
| $ |
| |
June 30, 2028 |
|
|
| |
June 30, 2029 |
|
|
| |
June 30, 2030 |
|
|
| |
June 30, 2031 |
|
|
| |
Total |
| $ |
| |
11. Investment in Buckskin
The investment in Buckskin is being accounted for using the equity method and resulted in a change in equity from the income of $
12. Stockholders’ Equity
Stock Issuance Activity
In the first six months of 2026, the Company issued common stock as follows:
| · | Sold |
| · | Issued |
| · | Issued |
13. Stock Options
On January 15, 2025, the Company granted
|
| Number of Options |
|
| Weighted Average Exercise Prices |
| ||
Balance December 31, 2024 |
|
|
|
| $ |
| ||
Granted |
|
|
|
| $ |
| ||
Exercised |
|
| ( | ) |
| $ |
| |
Expired |
|
| ( | ) |
| $ |
| |
Balance December 31, 2025 |
|
|
|
| $ |
| ||
Exercised |
|
| ( | ) |
| $ |
| |
Outstanding at June 30, 2026 |
|
|
|
| $ |
| ||
Vested at June 30, 2026 |
|
|
|
| $ |
| ||
In the three and six-month periods ended June 30, 2026,
| 12 |
| Table of Contents |
Idaho Strategic Resources, Inc
Notes to Condensed Consolidated Financial Statements (Unaudited)
14. Income Taxes
For the three and six-month periods ended June 30, 2026, the Company recognized a provision for income taxes in the amount of $
The components of the tax provision for the three and six-month periods ended June 30, 2026 and 2025 are as follows:
Current | |||||||||||||||||||||||
|
| June 30, 2026 |
|
| June 30, 2025 |
| |||||||||||||||||
|
| Three Months |
|
| Six Months |
|
| Three Months |
|
| Six Months |
| |||||||||||
Federal |
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||||||
Idaho state |
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Total current income tax provision |
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Deferred | |||||||||||||||||||||||
Federal |
| $ |
|
| $ |
|
|
|
|
|
|
| |||||||||||
Idaho state |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
| |||||||||
Total deferred income tax provision |
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Total income tax provision |
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||||||
The income tax provision for the three and six-month periods ended June 30, 2026 varies from the amounts that would have resulted from applying the statutory tax rates to pre-tax income or loss due primarily to the impact of the percentage depletion calculation and usage of net operating loss carryforwards.
For the three and six-month periods ended June 30, 2026, the annual effective tax rate method was used to calculate the tax provision. The effective tax rate for the three and six-month periods ended June 30, 2026 was
Federal and state tax payments made during the three and six-month periods ended June 30, 2026 and 2025 are as follows:
|
| June 30, 2026 |
|
| June 30, 2025 |
| ||||||||||
|
| Three Months |
|
| Six Months |
|
| Three Months |
|
| Six Months |
| ||||
Federal |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Idaho state |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total income tax payments |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
| 13 |
| Table of Contents |
Forward-Looking Statements
Certain statements contained in this Form 10-Q, including in Management’s Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Market Risk, are intended to be covered by the safe harbor provided for under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company’s forward-looking statements include current expectations and projections about future results, performance, results of litigation, prospects and opportunities, including reserves and other mineralization. The Company has tried to identify these forward-looking statements by using words such as “may,” “will,” “expect,” “anticipate,” “believe,” “intend,” “feel,” “plan,” “estimate,” “project,” “forecast” and similar expressions. These forward-looking statements are based on information currently available to the Company and are expressed in good faith and believed to have a reasonable basis. However, these forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause the Company’s actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.
These risks, uncertainties and other factors include, but are not limited to, those set forth under Part I, Item 1A.–Risk Factors in the Company’s 2025 Form 10-K and in Part II, Item 1.A.-Risk Factors in this Form 10-Q. Given these risks and uncertainties, readers are cautioned not to place undue reliance on these forward-looking statements. All subsequent written and oral forward-looking statements attributable to Idaho Strategic or to persons acting on the Company’s behalf are expressly qualified in their entirety by these cautionary statements. Except as required by federal securities laws, the Company does not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Plan of Operation
Idaho Strategic is a gold producer and critical minerals exploration company focused on a diversified asset base and cash flows from operations. Its portfolio of mineral properties are located in the historic producing silver and gold districts of the Coeur d’Alene Mining region of north Idaho and the Elk City region of north-central Idaho, as well as the historic rare earth element (“REE”)-thorium belt located near the city of Salmon in central Idaho.
The Company’s plan of operation is to generate positive cash flow, increase its gold production and asset base over time while being mindful of corporate overhead. The Company’s management is focused on utilizing its in-house technical and operating skills to build a portfolio of producing mines and milling operations with a focus on gold production and critical minerals exploration.
The Company’s gold properties include: the Golden Chest (currently in production), and the New Jersey Mill (majority ownership interest), as well as the Little Baldy and Niagara exploration properties and other less advanced properties. The Company’s primary focus as it relates to its gold properties is to continue to grow production at the Golden Chest Mine and look to reinvest the cash flow into both the Golden Chest, the New Jersey Mill, and furthering its exploration efforts near the Golden Chest, as well as at its REE properties.
In addition to its gold properties, Idaho Strategic has three REE exploration properties in Idaho known as Mineral Hill, Lemhi Pass, and Diamond Creek. The Company’s expansion into REE’s came about in an effort to diversify its holdings towards the anticipated demand for these elements in advanced robotics, low-carbon technologies, and a renewed focus on the United States’ domestic critical minerals supply chain security for national defense. To date, Idaho Strategic has conducted numerous exploration programs on its REE properties which include mapping, sampling, trenching, and drilling of certain areas within the Company’s 21,385-acre landholdings.
Idaho Strategic has been able to leverage its track record of operations and experience in mining, milling, and exploring at the Golden Chest to develop relationships with different state government agencies, universities, national labs, and other government and non-government entities to advance its REE exploration activities on multiple fronts. Idaho Strategic plans to continue to look for additional partnerships to find mutually beneficial solutions to advance the U.S.' domestic REE supply chain.
Highlights during the second quarter of 2026 include:
| REE Exploration | |
| · | The Company was included in the inaugural list of companies that make up the Sprott Rare Earths Ex-China ETF (REXC) |
| · | IDR initiated metallurgical work at SGS Laboratory on representative samples from two of its REE prospects. |
| Golden Chest/Operations | |
| · | At the Golden Chest, ore mined from underground stopes totaled approximately 12,835 tonnes with all of the tonnage coming from H-Vein stopes. |
| · | During the quarter, a record 384 meters of development was completed between three projects: the Paymaster, the MAR and the Jumbo. A new portal, the No. 2, was established in early May to develop the high-grade Jumbo vein. From the No. 2 portal, an up-ramp was driven and connected to the No. 1 portal providing a secondary escapeway and allowing for production from the Jumbo vein to begin in the third quarter. Another quarterly record of 4,860 cubic meters of cemented rockfill backfill was placed during the quarter. |
| · | For the quarter ended June 30, 2026, a total of 11,094 dry metric tonnes were processed at the Company’s New Jersey Mill with a flotation feed head grade of 7.89 gpt gold and gold recovery of 91.4%. Milling operations were affected by a wildfire adjacent to the mill in June where access to the mill was blocked for one week. Luckily there was no damage to the mill or the Company’s equipment, though some of its timberland did burn. |
| · | The Company received the permit to construct a new tailings storage facility from the Idaho Department of Water Resources at the Golden Chest. Construction began in the quarter with the relocation of a low-grade stockpile and continued with building of the embankments and diversion structures. |
| · | Construction continued on the new mill at the Golden Chest with the installation of the fine ore bin, placement of the screen, foundations for the ball mill, and electrical work throughout the mill building. Engineering, design and procurement activities continued for the new mill also, and conveyor fabrication is also underway. |
| · | An exploration program consisting of surface and underground core drilling was continued during the second quarter at the Golden Chest. Approximately 10,000 meters of drilling were completed targeting the Paymaster and the H-vein. |
| 14 |
| Table of Contents |
| Results of Operations | |
| Idaho Strategic’s financial performance during the quarter is summarized below: | |
| · | Revenue increased 13.3% for the three-month period ended June 30, 2026 when compared to the same period in the prior year. For the six-month period ended June 30, 2026, revenue increased 50.5% when compared to the same period in the prior year. The increase in revenue for both the three and six-month periods was due to the increased average gold price realized on ounces sold which was $4,277.53 for the three-month period and $4,558.78 for the six-month period ended June 30, 2026. For the three and six-month periods ended June 30, 2025 it was $3,223.38 and $3,049.19, respectively. |
| · | Gross profit as a percentage of sales decreased slightly from 57.8% in the three-month period ended June 30, 2025 to 56.2% in the three-month period ended June 30, 2026 due to lower grade processed. When comparing the six-month periods ended June 30, 2026 and 2025 gross profit as a percentage of sales increased from 54.8% to 61.9%. |
| · | Exploration expense decreased $513,882 and $495,966 when comparing the three and six-month periods ended June 30, 2026 and 2025, respectively. The Company capitalized $1,046,700 and $2,007,413 of core drilling costs at the Golden Chest in the three and six-month periods ended June 30, 2026, compared to $0 in the three and six-month periods ended June 30, 2025. |
| · | Operating income for the three-month period ended June 30, 2026 was $3,662,904 which is an increase of 45.5% from the same period in 2025. Operating income for the six-month period ended June 30, 2026 was $11,245,064 which is an increase of 187% over 2025. The increase is due to higher average realized gold price on ounces sold. |
| · | Other income increased $468,752 and $424,505 for the three and six-month periods ended June 30, 2026, respectively, when compared to the same periods in the prior year. The increase was from increased interest income and gains on US treasuries from the company’s short term investment account. |
| · | Net income for the three-month period ended June 30, 2026 was $3,627,840 which is a 32.4% increase compared to the same period in 2025. Net income for the six-month period ended June 30, 2026 was $9,997,030 which is a 130.8% increase compared to the same period in 2025. The increase was due to higher average realized gold price on ounces sold in both periods. |
| · | The consolidated net income for the six-month periods ended June 30, 2026 and 2025 included non-cash charges as follows: depreciation and amortization of $1,559,425 ($1,091,359 in 2025), gain on sale of equipment of $632 (loss of $308,840 in 2025), accretion of asset retirement obligation of $10,530 ($9,855 in 2025), loss on investment in equity securities of $304,241 ($0 in 2025), equity income on investment in Buckskin of $1,077 ($1,187 in 2025), stock-based compensation expense of $277,292 ($990,292 in 2025), amortization of premium on US treasury notes of $253,852 (discount of $14,068 in 2025), and deferred tax provision of $1,395,177 ($0 in 2025). |
| 15 |
| Table of Contents |
Non-Generally Accepted Accounting Principles (“Non-GAAP”) Financial Measures
Cash Costs and All In Sustaining Costs (“AISC”) Reconciliation to Generally Accepted Accounting Principles (“GAAP”)
Reconciliation of cost of sales and other direct production costs and depreciation, depletion, and amortization (GAAP) to cash cost per ounce and All-In Sustaining Costs (“AISC”) per ounce (non-GAAP).
The table below presents reconciliations between the most comparable GAAP measure of cost of sales and other direct production costs and depreciation, depletion, and amortization to the non-GAAP measures of cash cost per ounce produced and AISC per ounce produced for the Company’s gold production for the three and six-month periods ended June 30, 2026, and 2025. The cost per ounce calculations are based on ounces produced. Upon sale, the Company typically receives payment at an average rate of 94% of ounces produced after smelting and refining charges are deducted.
Cash cost per ounce is an important operating measure that is utilized to measure operating performance. AISC per ounce is an important measure that is utilized to assess net cash flow after costs for pre-development, exploration, reclamation, and sustaining capital. Current GAAP measures used in the mining industry, such as cost of goods sold do not capture all the expenditures incurred to discover, develop, and sustain gold production. Idaho Strategic calculates sustaining capital by including depreciation and amortization as an estimate of property, plant, and equipment wear and tear necessary to maintain production capacity, plus Golden Chest capitalized development costs, net of current period amortization, to reflect expenses for sustaining mine access and gold production.
|
| June 30, 2026 |
|
| June 30, 2025 |
| ||||||||||
|
| Three Months |
|
| Six Months |
|
| Three Months |
|
| Six Months |
| ||||
Cost of sales and other direct production costs and depreciation, depletion, and amortization |
| $ | 4,700,607 |
|
| $ | 9,617,995 |
|
| $ | 4,000,953 |
|
| $ | 7,581,403 |
|
Less depreciation, depletion, amortization, and stock-based compensation |
|
| (931,077 | ) |
|
| (1,730,299 | ) |
|
| (846,872 | ) |
|
| (1,701,627 | ) |
Change in inventory |
|
| (658,919 | ) |
|
| (927,558 | ) |
|
| 50,601 |
|
|
| (221,069 | ) |
Cash cost |
| $ | 3,110,611 |
|
| $ | 6,960,138 |
|
| $ | 3,204,682 |
|
| $ | 5,658,707 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration |
|
| 1,730,879 |
|
|
| 3,120,228 |
|
|
| 2,244,761 |
|
|
| 3,616,194 |
|
Less non-gold exploration and stock-based compensation |
|
| (392,755 | ) |
|
| (679,070 | ) |
|
| (363,138 | ) |
|
| (527,818 | ) |
Sustaining capital |
|
| 2,488,755 |
|
|
| 4,556,242 |
|
|
| 788,722 |
|
|
| 1,412,966 |
|
General and administrative |
|
| 295,640 |
|
|
| 518,667 |
|
|
| 223,735 |
|
|
| 460,753 |
|
Less stock-based compensation and other non-cash items |
|
| (341,395 | ) |
|
| (1,543,117 | ) |
|
| (233,681 | ) |
|
| (913,708 | ) |
AISC |
| $ | 6,891,735 |
|
| $ | 12,933,088 |
|
| $ | 5,865,082 |
|
| $ | 9,707,094 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Divided by ounces produced |
|
| 3,047 |
|
|
| 6,281 |
|
|
| 3,010 |
|
|
| 5,910 |
|
Cash cost per ounce |
| $ | 1,020.88 |
|
| $ | 1,108.13 |
|
| $ | 1,064.68 |
|
| $ | 957.48 |
|
AISC per ounce |
| $ | 2,261.81 |
|
| $ | 2,059.08 |
|
| $ | 1,948.53 |
|
| $ | 1,642.49 |
|
Cash cost per ounce for the three and six-month periods ended June 30, 2026 decreased $43.80 and increased $150.65 per ounce, respectively, compared to the same periods in 2025.
All in sustaining cost per ounce increased during the three and six-month periods ended June 30, 2026 compared to the same periods in 2025 due to an increase in sustaining capital related to core drilling at the Golden Chest Mine. Adjusted AISC per ounce without exploration expenses were as follows:
|
| June 30, 2026 |
|
| June 30, 2025 |
| ||||||||||
|
| Three Months |
|
| Six Months |
|
| Three Months |
|
| Six Months |
| ||||
AISC |
| $ | 6,891,735 |
|
| $ | 12,933,088 |
|
| $ | 5,865,082 |
|
| $ | 9,707,094 |
|
Less gold exploration costs |
|
| (1,346,963 | ) |
|
| (2,459,235 | ) |
|
| (1,913,189 | ) |
|
| (3,152,257 | ) |
Adjusted AISC |
|
| 5,544,772 |
|
|
| 10,473,853 |
|
|
| 3,951,894 |
|
|
| 6,554,837 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Divided by ounces produced |
|
| 3,047 |
|
|
| 6,281 |
|
|
| 3,010 |
|
|
| 5,910 |
|
Adjusted AISC per ounce |
| $ | 1,819.75 |
|
| $ | 1,667.55 |
|
| $ | 1,312.92 |
|
| $ | 1,109.11 |
|
| 16 |
| Table of Contents |
Financial Liquidity and Capital Resources
|
| For the Six-Months Ended June 30, |
| |||||
Net cash provided (used) by: |
| 2026 |
|
| 2025 |
| ||
Operating activities |
| $ | 13,731,528 |
|
| $ | 6,011,568 |
|
Investing activities |
|
| (16,415,565 | ) |
|
| (10,371,422 | ) |
Financing activities |
|
| 1,028,934 |
|
|
| 5,697,429 |
|
Net change in cash and cash equivalents |
|
| (1,655,103 | ) |
|
| 1,337,575 |
|
Cash and cash equivalents, beginning of period |
|
| 9,889,765 |
|
|
| 1,106,901 |
|
Cash and cash equivalents, end of period |
| $ | 8,234,662 |
|
| $ | 2,444,476 |
|
The Company is producing profitably from underground at the Golden Chest Mine. Cash flows provided by operations have been sufficient to fund capital projects necessary to sustain production capacity, as well as invest in future growth initiatives. In the past, when cash flows from operations were not sufficient, the Company was successful in raising required capital from the sale of common stock. With working capital of $41,772,550 at June 30, 2026, sufficient cash flows provided by operations, profitability, and potential equity sales and debt borrowings, management believes contractual obligations and capital requirements will be able to be met for the next 12 months.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required for small reporting companies.
ITEM 4: CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
At June 30, 2026, the Company’s President, who serves as Chief Executive Officer, and the Company’s Vice President, who serves as Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”), which disclosure controls and procedures are designed to insure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized, and reported within required time periods specified by the Securities and Exchange Commission rules and forms.
Based upon that evaluation, it was concluded that the Company’s disclosure controls were effective as of June 30, 2026, to ensure timely reporting with the Securities and Exchange Commission. Specifically, the Company’s corporate governance and disclosure controls and procedures provided reasonable assurance that required reports were timely and accurately reported in periodic reports filed with the Securities and Exchange Commission.
Changes in internal control over financial reporting
There was no material change in internal control over financial reporting in the quarter ended June 30, 2026.
| 17 |
| Table of Contents |
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Neither the constituent instruments defining the rights of the Company’s securities filers nor the rights evidenced by the Company’s outstanding common stock have been modified, limited or qualified.
There were no unregistered securities issued in the second quarter of 2026.
In the second quarter of 2025, 9,559 unregistered shares of common stock were issued for outstanding stock options via cashless exercises.
The Company relied on the transaction exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D Rule 506(b). The common shares are restricted securities which may not be publicly sold unless registered for resale with the Securities and Exchange Commission or exempt from the registration requirements of the Securities Act of 1933, as amended.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
The Company has no outstanding senior securities.
ITEM 4. MINE SAFETY DISCLOSURES
The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in exhibit 95 to this report.
ITEM 5. OTHER INFORMATION
None.
| 18 |
| Table of Contents |
ITEM 6. EXHIBITS
Exhibits
| ||
| ||
| ||
| ||
| ||
| Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| Mine safety information listed in Section 1503 of the Dodd-Frank Act. | |
101.INS* |
| XBRL Instance Document |
101.SCH* |
| XBRL Taxonomy Extension Schema Document |
101.CAL* |
| XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF* |
| XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB* |
| XBRL Taxonomy Extension Label Linkbase Document |
101.PRE* |
| XBRL Taxonomy Extension Presentation Linkbase Document |
* Filed herewith.
| 19 |
| Table of Contents |
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.
| IDAHO STRATEGIC RESOURCES, INC | |||
| By: | /s/ John Swallow | ||
| John Swallow, | ||
| its: President and Chief Executive Officer | |||
| Date August 13, 2026 | |||
|
|
|
|
| By: | /s/ Grant Brackebusch |
|
| Grant Brackebusch, |
| |
| its: Vice President and Chief Financial Officer |
| |
| Date: August 13, 2026 |
| |
| 20 |