Idaho Copper Corp

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On April 17, 2026, the Company completed a private placement of convertible promissory notes and warrants for aggregate gross proceeds of approximately $1.36 million. The notes mature 12 months from issuance and are convertible into shares of the Company’s common stock at an initial conversion price of $6.00 per share, subject to customary adjustments, including automatic conversion in connection with a qualified underwritten offering at the lower of 70% of the offering price or $6.00 per share. Investors also received five-year warrants to purchase an aggregate of 226,332 shares of common stock at an initial exercise price of $7.50 per share, subject to adjustment.

On May 28, 2026, the Company completed a second closing under the offering for gross proceeds of $185,000 and issued additional warrants to purchase 30,833 shares of common stock.

The securities were offered and sold to accredited investors in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder. The Company engaged ThinkEquity LLC as exclusive placement agent and paid customary fees, including placement agent warrants.