SecProbe.io

October 23, 2024
Andrew Brodkey
Chief Executive Officer
Idaho Copper Corporation
800 W. Main Street, Suite 1460
Boise, ID 83702
Re:Idaho Copper Corporation
Form 10-K for the Fiscal Year Ended January 31, 2024
Filed May 15, 2024
Form 8-K Filed October 8, 2024
File No. 333-108715
Dear Andrew Brodkey:
            We have limited our review of your filings to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended January 31, 2024
Item 2. Properties, page 7
1.Please revise to include the information required by Item 1304(b) of Regulation S-K,
including:

•the location of your property, accurate to within one mile, using an easily
recognizable coordinate system,
•the total cost or book value of the property, and
•a brief description of any significant encumbrances to the property, including
current and future permitting requirements and the associated timelines and
conditions.

October 23, 2024
Page 2
2.If you are claiming mining resources on your property please disclose the mineral
resources in your annual filing, along with the price, cut-off grade, metallurgical
recovery factor, and the specific point of reference, as required by Item 1304(d) of
Regulation S-K.

The revised technical report summary should be filed as an exhibit to your filing as
required by Item 1302(2)(i) of Regulation S-K.
Consolidated Statements of Cash Flows, page F-7
3.We note that $395,735 of expenses were paid by parent company in 2023. If an equity
contribution, tell us where such equity contribution is located in the Statement of
Changes in Stockholders' Deficit and in the Non-cash financing activities of the
Statement of Cash Flows for 2023.
4.We note Proceeds from a note payable of $361,000 in 2023. Given that the Balance
Sheet does not present Notes Payable, revise the Statement of Cash Flows to reflect
the appropriate line item for such proceeds.
5.We note that Convertible notes payable increased by $405,570 between 2023 and
2024 per the Balance Sheet on page F-4. However, the Statements of Cash Flows for
2024 shows proceeds of $202,200. Please clarify or revise.
Note 1 - Nature of Operations, page F-8
6.We note the audited June 30, 2022 and interim December 31, 2022 financial
statements of ICUMO in the Form 8-K/A filed on February 14, 2023 and note that the
pro forma financial statements applied purchase accounting, rather than the reverse
merger accounting that is described in Note 1. The reverse merger accounting is first
described in the October 31, 2023 Form 10-Q filed on December 20, 2023.
Additionally, we note that Convertible Notes and Bond Liabilities values in the April
30, 2023 Form 10-Q filed on June 14, 2023 differ significantly from the values in the
December 31, 2022 financial statements of ICUMO. Please explain the differences
and how you applied reverse merger accounting.
Note 2 - Summary of Significant Accounting Policies
Unproven Mineral Right Interests, page F-10
7.Given that the Company has no Unproven Mineral Rights Interests nor Long-lived
Assets, please consider re-wording the policies associated with these assets here and
elsewhere to indicate these will be the policies when you have such assets.
Note 3 - Reclamation Bonds and Provisions, page F-12
8.We note your disclosure in Note 3 that you have recorded provisions for estimated
reclamation costs and that such provisions are comprised of deposits to the Bureau of
Land Management, the United States Forest Service, the third-party provider of the
surety, and other agencies.  Additionally, we note your accounting policy on page F-
11 for Reclamation Provision, which indicates that at January 31, 2024, there are no
costs, as production has not yet commenced. Please reconcile these disclosures and
tell us how much the provision is and where such provision is located on the Balance
Sheet as of January 31, 2024.

October 23, 2024
Page 3
Note 4 - Convertible Notes, page F-12
9.Please clarify or revise to clearly describe the property noted as collateral in the table
in Note 4 for each of your convertible notes. In this regard, we note no property asset
in your balance sheet.
10.Please provide detailed information as to the transaction resulting in the loss on
extinguishment of debt of $1,774,000 in 2023. Tell us the amount issued, conversion
price, number of warrants and exercise price of the convertible notes that were
originally issued by ICUMO and how the loss was determined due to the replacement
notes and warrants. In this regard, we note from the interim December 31, 2022
financial statements of ICUMO included in Form 8-K/A filed on February 14, 2023
that ICUMO had convertible notes of $3,674,000. Additionally, we note the
disclosure on page 2 regarding the private placement by ICUMO of $898,000 of notes
and 8,980,000 warrants and the subsequent exchange by the Company and the holders
of the notes and warrants and that the notes issued on January 23, 2023 listed in Note
4 total $898,000 and the warrants total 8,980,000.
Note 5 - Bond Liabilities, page F-13
11.Please revise to describe the nature of these bond liabilities and how they were
originated. In addition, disclose the key features of these liabilities including, if any,
but not limited to, payment installment, interest rate, payment and due dates, and the
accounting for these bond liabilities. See ASC 470-10-50.
Note 7 - Stockholders' Equity, page F-13
12.We note you entered into Unit Subscription Purchase Agreements with purchasers for
an aggregate of 23 Units at a price of $12,000 per Unit on January 12, 2024. We also
note the same date on page 13. However, the disclosures in Form S-1/A Amendment
No. 1 filed on September 19, 2024 was revised to indicate the dates to be from August
14, 2023 through December 11, 2023. Please revise or clarify.
13.We note the disclosures regarding executive compensation in Notes 6 and 7 on page
F-13 and on page 24. Please update the compensation for 2023 on page 24 to that in
your Form S-1/A Amendment No. 1 filed on September 19, 2024. Address the
difference between that total of $821,788 and Payroll and related expenses of
$963,055 in the Statement of Operations on page F-5. Additionally, consider that
some 2023 compensation was paid via stock compensation. Please clarify or revise.
Form 8-K Filed October 8, 2024
Item 4.01 Changes in Registrant's Certifying Accountant, page 1
14.Please amend the Form 8-K to ensure your disclosures are in compliance with all
sections of Item 304 of Regulation S-K and include an updated letter from the former
accountant, Green Growth CPAs, as Exhibit 16.1.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.

October 23, 2024
Page 4
            Please contact Steve Lo at 202-551-3394 or Kimberly Calder at 202-551-3701 if you
have questions regarding comments on the financial statements and related matters. You may
contact John Coleman at 202-551-3610 for questions regarding the engineering comments
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Cassi Olson