SecProbe.io

CORRESP
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filename1.htm

  Mark
                         E. Crone

Managing
Partner

mcrone@cronelawgroup.com

December
13, 2024

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Industrial Applications and Services

100
F Street, N.E.

Washington,
DC 20549

Attn:
Steve Lo

Kimberly
Calder

John
Coleman

Cheryl
Brown

Irene
Barberena-Meissner

  Re:
  Idaho Copper Corporation

  Registration
                                  Statement on Form S-1

  Filed
                                  November 22, 2024

  File
                                  No. 333-280762

Dear
Sir and Madam:

On
behalf of Idaho Copper Corporation, a Nevada corporation (the “Company”), we hereby file with the Securities and Exchange
Commission (the “Commission”) an amended registration statement on Form S-1 (the “Amended Registration Statement”)
in response to the comments of the staff (the “Staff”), dated December 9, 2024, with reference to the Company’s Registration
Statement on Form S-1 filed with the Commission on November 22, 2024.

For
the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.
Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to
the Company on a consolidated basis.

Amendment
No. 2 Registration Statement on Form S-1

Management’s
Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources, page 25

  1.
  We note your response to
  prior comment 1. However, no revision was made. We reissue the comment. As of July 31, 2024, you state that you “expect to incur
  expenses offset by revenues during the next twelve months of operations.” You also state that “the Company does not project
  revenue for the next few years.” Please revise the contradicting statements accordingly.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page 25.

420
Lexington Avenue, Suite 2446, New York, NY 10170 | 646-861-7891

12121
Wilshire Blvd., Suite 810, Los Angeles, CA 90025 | 818-930-5686

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

December
13, 2024

Page
2

Consolidated
Statements of Cash Flows, page F-7

  2.
  We note that your response
  to prior comment 4. Given that you acknowledge the amounts are misclassified, tell us why you did not revise the presentation or revise
  in the next filing. Additionally, address how $36,000 of Proceeds from non-current bond liabilities were received when no bond liabilities
  appear to have been issued in 2023, per Note 5.

Response:
The Company respectfully advises the Staff that it ascertained in the fiscal year 2023 financial audit that prior unaudited unreviewed
financial statements for fiscal year 2022 had understated the debenture balance of $3,135,000 by $36,000. Upon further review, it was
determined that this insignificant amount was included in equity as part of the recapitalization.

Note
4 - Convertible Notes, page F-12

  3.
  We note responses to prior
  comments 4 and 5. Please provide us with rollforward schedules for each of the years ended January 31, 2024 and 2023 and through April
  5, 2024, when the notes were converted to common stock. The rollforward schedules should begin with the balance of convertible notes
  as of February 1, 2022 through to the ending balance as of January 31, 2023, continue to the ending balance as of January 31, 2024
  and end with the zero balance at April 5, 2024. In these rollforward schedules, please show dates and amounts of each convertible note
  issued during these periods. In addition, show any discounts associated with each convertible note and other applicable reconciling
  items with clear explanations. The total of the balances should match the amounts presented in the balance sheets as of January 31,
  2023, January 31, 2024 and July 31, 2024.

Response:
Company respectfully advises the Staff that it has prepared the requested rollforward schedule and attached it as Exhibit 1.

  4.
  We note your response to
  prior comment 7. In this regard, we note that Convertible Notes at December 31, 2022 in the ICUMO unaudited financial statements in
  the Form 8-K/A filed on February 14, 2023 totaled $3,674,000. Explain to us the difference between the $3,674,000 value and the $898,000
  carrying value of ICUMO notes detailed in your response.

Response:
The Company respectfully advises the Staff that it filed a Form 8-K/A on February 14, 2023, where the Company identified these notes
as “convertible” when several of the notes contained no such conversion features. This information was provided in Note 6
to the December 31, 2022, unaudited financial statements on page 13 which included the terms of these notes, in which we stated only
$325,000 worth of notes were convertible.

For
the Form 10-Q filed June 14, 2023, for the period ended April 30, 2023, the Company detected this error and appropriately reclassified
the note balances which were not convertible to “Bond Liabilities” which was the financial statement description selected
by management for these notes. In essence, this is a reclassification due to an error in the unaudited and unreviewed information presented
in the Form 8-K/A filed on February 14, 2023.

 U.S.
                                            Securities and Exchange Commission

Division
of Corporation Finance

December
13, 2024

Page
3

Note
10 - Subsequent Events, page F-29

  5.
  Your response to prior comment
  9 referred us to page F-29. However, your disclosure does not appear to address prior comment 9 and does not update for the current
  balances at July 31, 2024. We note from pages 5 and 47 that you have 258,340,664 shares of common stock issued and outstanding at November
  21, 2024. In addition, we note from the Condensed Consolidated Balance Sheet as of July 31, 2024 on page F-17 that you had 249,946,937
  shares of common stock issued and outstanding. Please revise to disclose the shares issued subsequent to July 31, 2024 to include the
  date of issuance, number of shares issued, the purpose of issuances and the value of the shares issued.

Response:
The Company has prepared the requested rollforward schedule below for the reconciliation of the shares of common stock outstanding
in accordance with the comments of the Staff.

    Date
    Issuance
    Outstanding
    Value
    Explanation

    Common Stock

                                                                                New Issuance

    7/31/2024

      249,946,937

    Brodkey
    8/2/2024
      170,000
      250,116,937
    $ 42,500
    Conversion
    of accrued compensation

    Rudofsky
    8/2/2024
      125,000
      250,241,937
    $ 31,250
    Conversion of accrued compensation

    Scannell
    8/2/2024
      350,000
      250,591,937
    $ 87,500
    Conversion of accrued compensation

    Non-employees
    8/2/2024
      781,000
      251,372,937
    $ 574,750
    Conversion of accrued compensation

    Brodkey
    9/25/2024
      2,570,000
      253,942,937
    $ 565,400
    Conversion of accrued compensation

    Scannell
    9/25/2024
      2,500,000
      256,442,937
    $ 550,000
    Conversion of accrued compensation

    Rudofsky
    9/25/2024
      125,000
      256,567,937
    $ 27,500
    Conversion of accrued compensation

    Non-employees
    9/25/2024
      375,000
      256,942,937
    $ 82,500
    Conversion of accrued compensation

    Common
                                 Stock

                                 New
                                 Issuance

    10/31/2024

      256,942,937

    Scannell
    11/5/2024
      397,727
      257,340,664
    $ 87,500
    Conversion of accrued compensation

    Brodkey
    11/5/2024
      193,182
      257,533,846
    $ 42,500
    Conversion of accrued compensation

    Non-employees
    11/5/2024
      306,818
      257,840,664
    $ 67,500
    Conversion of accrued compensation

    Rudofsky
    11/5/2024
      500,000
      258,340,664
    $ 75,000
    Exercise of warrants @
    $0.15 per share

    Common Stock
    12/10/2024

      258,340,664

Exhibits
96.1, page II-2

  6.
  We note your response to
  comment 10. Please address the following with respect to your technical report summary;

Revise
to include the point of reference at which your mineral resources were calculated, for example in-situ, mill feed, saleable product,
etc, as required by Item 601(b)(96)(iii)(B)(11)(1) of Regulation S-K;

Response:
The technical summary report has added statements on pages 3 and 93 of the report in accordance with the comments of the Staff.

 U.S.
                                            Securities and Exchange Commission

Division
of Corporation Finance

December
13, 2024

Page
4

Revise
to discuss the operating costs associated with your cut-off grade as required by Item 601(b)(96)(iii)(B)(11)(iii) of Regulation S-K,
and provide additional disclosure regarding the incremental cost associated with the cost to process the material that has been sorted.
For example, the pricing that you have referenced related to your cut-off grade is a finished product price, however the unit cost does
not appear to cover all incremental costs up to the point of a saleable product;

Response:
The technical summary report has added statements on pages 5 and 105 of the report in accordance with the comments of the Staff.
The Company respectfully advises the Staff that one must take into account the upgrade achieved by the sorters in that $5 of material
is fed into sorters but $6.75 of material comes out to the mill. The overall costs if the processing admin and refining charges are added
is $6 thus the output of $6.75 generates a profit.

Revise
to discuss the uncertainty in the estimates of inferred, indicated, and measured resources as required by Item 601(b)(96)(iii)(B)(11)(v)
of Regulation SK;

Response:
The technical summary report has been revised in sections 1.10.1 and 22.2.1 in accordance with the comments of the Staff.

Revise
to provide the qualified persons opinion of whether all issues relating to all relevant technical and economic factors can be resolved
with further work as required by Item 601(b)(96)(iii)(B)(11)(vi) of Regulation S-K;

Response:
The technical summary report has been revised in section 1.1.28 in accordance with the comments of the Staff.

Please
revise to ensure all figures and references to figures are correct. For example, Figure 11-1, 11-2, and 11-3 on page 99 do not appear
to be correct;

Response:
The technical summary report has been revised for correctness in accordance with the comments of the Staff.

Revise
to clarify if Tables 19-2 and 19-3 include inferred resources. The LOM project annual cash flow should be included for the non-inferred
resources and all tables under Item 19 should be adequately labeled and described.

Response:
Tables 19-2 and 19-3, the LOM project annual cash flow and noon-9nferred resources and all tables under Item 19 of the technical
summary report have been revised in accordance with the comments of the Staff.

U.S.
                                            Securities and Exchange Commission

Division
of Corporation Finance

December
13, 2024

Page
5

We
hope the Amended Registration Statement addresses the comments of the Commission. If we can provide any further assistance, please do
not hesitate to contact the undersigned.

Sincerely,

THE
CRONE LAW GROUP P.C.

  cc:
  Steven Rudofsky

Chief
Executive Officer