Idaho Copper Corp

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

As described in Part I, Item 2, on April 17, 2026, and May 28, 2026, the Company sold convertible notes and warrants to investors in a private placement. The securities were offered and sold in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder, as the investors were accredited and had adequate access, through business or other relationships, to information about the Company, and the sales did not involve a public offering of securities or any general solicitation.

On May 12, 2026, the Company issued 13,333 shares of common stock of the Company to a consultant for services.

On May 19, 2026, the Company issued 2,857 shares of common stock of the Company to a consultant.

On May 22, 2026, the Company issued 27,716 shares of common stock of the Company to several consultants.

On June 22, 2026, the Company issued 4,450 shares of common stock of the Company to a consultant.

The Company issued the foregoing securities pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, as the shareholders were accredited and/or financially sophisticated and had adequate access, through business or other relationships, to information about the Company, and the sales did not involve a public offering of securities or any general solicitation.