SEC Comment Letter 0000000000-24-014364 to Idaho Copper Corp (COPR)
Idaho Copper Corp
Date: Dec. 31, 2024 · CIK: 0001263364 · Accession: 0000000000-24-014364
AI Filing Summary & Sentiment
File numbers found in text: 333-280762
Letter
December 31, 2024 Andrew Brodkey Chief Executive Officer Idaho Copper Corporation 800 W. Main Street , Suite 1460 Boise, ID 83702 Re:Idaho Copper Corporation Amendment No. 3 to Registration Statement on Form S-1 Filed December 16, 2024 File No. 333-280762 Dear Andrew Brodkey: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our December 9, 2024 letter. Amendment No. 3 to Registration Statement on Form S-1 Description of Business, page 30 1.If you continue to claim mineral resources please revise your registration statement to include your mineral resources, as required by Item 1304(d) of Regulation S-K. Please refer to this instruction for examples of a table format, that may be modified, with respect to your mineral resources.
The resources should be disclosed at a single cut-off grade and the disclosure should include the price, cut-off grade, metallurgical recovery factor, and the specific point of reference in which the resources were calculated, such as in-situ, mill feed, saleable product, etc. We suggest disclosing the pit optimization parameters that were used to constrain the resource.
December 31, 2024 Page 2 Consolidated Financial Statements, page F-1 2.Please update your financial statements, auditor consents and relevant disclosures and discussions pursuant to Rule 8-08 of Regulation S-X in your next amendment. Note 10 - Subsequent Events, page F-29 3.We note your response to prior comment 5. We re-issue the comment. Please revise Note 10 - Subsequent Events to disclose the additional shares issued subsequent to the interim period-end to include the date of issuance, number of shares issued, the purpose of issuances and the value of the shares issued. Exhibits 96.1, page II-3 4.We note that Table19-2 is a life of mine cash flow analysis that includes measured, indicated, and inferred resources. Please also include the entire cash flow analysis that is based on measured and indicated mineral resources in order to comply with Item 1302(d)(4)(ii) of Regulation S-K. 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 mining engineering comments. Please contact Cheryl Brown at 202-551-3905 or Irene Barberena-Meissner at 202-551-6548 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc:Cassi Olson, Esq.
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December 31, 2024
Andrew Brodkey
Chief Executive Officer
Idaho Copper Corporation
800 W. Main Street , Suite 1460
Boise, ID 83702
Re:Idaho Copper Corporation
Amendment No. 3 to Registration Statement on Form S-1
Filed December 16, 2024
File No. 333-280762
Dear Andrew Brodkey:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our December 9, 2024 letter.
Amendment No. 3 to Registration Statement on Form S-1
Description of Business, page 30
1.If you continue to claim mineral resources please revise your registration statement to
include your mineral resources, as required by Item 1304(d) of Regulation S-K. Please
refer to this instruction for examples of a table format, that may be modified, with
respect to your mineral resources.
The resources should be disclosed at a single cut-off grade and the disclosure should
include the price, cut-off grade, metallurgical recovery factor, and the specific point of
reference in which the resources were calculated, such as in-situ, mill feed, saleable
product, etc. We suggest disclosing the pit optimization parameters that were used to
constrain the resource.
December 31, 2024
Page 2
Consolidated Financial Statements, page F-1
2.Please update your financial statements, auditor consents and relevant disclosures and
discussions pursuant to Rule 8-08 of Regulation S-X in your next amendment.
Note 10 - Subsequent Events, page F-29
3.We note your response to prior comment 5. We re-issue the comment. Please revise
Note 10 - Subsequent Events to disclose the additional shares issued subsequent to the
interim period-end to include the date of issuance, number of shares issued, the
purpose of issuances and the value of the shares issued.
Exhibits
96.1, page II-3
4.We note that Table19-2 is a life of mine cash flow analysis that includes measured,
indicated, and inferred resources. Please also include the entire cash flow analysis
that is based on measured and indicated mineral resources in order to comply with
Item 1302(d)(4)(ii) of Regulation S-K.
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 mining engineering
comments. Please contact Cheryl Brown at 202-551-3905 or Irene Barberena-Meissner at
202-551-6548 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Cassi Olson, Esq.