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Idaho Strategic Resources, Inc. - Quarter Report: 2022 September (Form 10-Q)

  

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C.  20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2022

 

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____________ to ____________

 

Commission File No. 000-28837

 

IDAHO STRATEGIC RESOURCES, INC

(Name of small business issuer in its charter)

 

Idaho

 

82-0490295

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification No.)

 

201 N. Third Street, Coeur d’Alene, ID 83814

(Address of principal executive offices) (zip code)

 

(208) 625-9001

Registrant’s telephone number, including area code

 

Securities registered pursuant to Section 12(g) of the Act:

 

Title of Each Class

 

Trading

Symbol(s)

 

Name of Each Exchange

on Which Registered

Common Stock, $0.00 par value

 

IDR

 

NYSE American

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒      No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒      No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large Accelerated Filer 

☐ 

Accelerated Filer 

☐ 

Non-Accelerated Filer  

☒ 

Small Reporting Company

☒ 

 

 

Emerging Growth Company 

☐ 

 

Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐       No ☒

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

At November 1, 2022, 12,098,070 shares of the registrant’s common stock were outstanding.

 

 
 

 

IDAHO STRATEGIC RESOURCES, INC

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD

ENDED SEPTEMBER 30, 2022

 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION

 

 3

 

 

 

 

 

ITEM 1: Financial Statements

 

 3

 

 

 

 

 

ITEM 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 15

 

 

 

 

 

ITEM 3: Quantitative and Qualitative Disclosures about Market Risk

 

 20

 

 

 

 

 

ITEM 4: Controls and Procedures

 

 20

 

 

 

 

 

PART II - OTHER INFORMATION

 

 21

 

 

 

 

 

ITEM 1. Legal Proceedings

 

 21

 

 

 

 

 

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

 

21

 

 

 

 

 

ITEM 3. Defaults upon Senior Securities

 

 21

 

 

 

 

 

ITEM 4. Mine Safety Disclosures

 

 21

 

 

 

 

 

ITEM 5. Other Information

 

 21

 

 

 

 

 

ITEM 6. Exhibits

 

 22

 

 

 
2
Table of Contents

 

PART I - FINANCIAL INFORMATION

ITEM 1: Financial Statements

 

Idaho Strategic Resources, Inc

Condensed Consolidated Balance Sheets (Unaudited)

 

 

 

September 30,

2022

 

 

December 31,

2021

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$2,255,688

 

 

$1,976,518

 

Gold sales receivable

 

 

428,755

 

 

 

408,187

 

Inventories

 

 

607,922

 

 

 

213,722

 

Joint venture receivable

 

 

1,682

 

 

 

4,442

 

Other current assets

 

 

255,875

 

 

 

334,443

 

Total current assets

 

 

3,549,922

 

 

 

2,937,312

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net of accumulated depreciation

 

 

9,722,205

 

 

 

8,255,961

 

Mineral properties, net of accumulated amortization

 

 

6,354,304

 

 

 

5,843,186

 

Investment in Buckskin

 

 

333,941

 

 

 

332,728

 

Investment in joint venture

 

 

435,000

 

 

 

435,000

 

Reclamation bond

 

 

326,120

 

 

 

103,320

 

Deposits

 

 

76,110

 

 

 

11,694

 

Total assets

 

$20,797,602

 

 

$17,919,201

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$812,704

 

 

$647,218

 

Accrued payroll and related payroll expenses

 

 

199,237

 

 

 

174,110

 

Notes payable related parties, current portion

 

 

11,799

 

 

 

10,543

 

Notes payable, current portion

 

 

897,509

 

 

 

664,153

 

Small Business Administration loan, current portion

 

 

2,465

 

 

 

2,469

 

Total current liabilities

 

 

1,923,714

 

 

 

1,498,493

 

 

 

 

 

 

 

 

 

 

Asset retirement obligation

 

 

258,378

 

 

 

172,348

 

Notes payable related parties, long term

 

 

73,896

 

 

 

106,068

 

Convertible debt

 

 

-

 

 

 

1,950,000

 

Notes payable, long term

 

 

1,288,126

 

 

 

961,748

 

Small Business Administration loan, long term

 

 

160,850

 

 

 

166,742

 

Total long-term liabilities

 

 

1,781,250

 

 

 

3,356,906

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

3,704,964

 

 

 

4,855,399

 

 

 

 

 

 

 

 

 

 

Commitments (Note 11)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Preferred stock, no par value, 1,000,000 shares authorized; no shares issued or outstanding

 

 

-

 

 

 

-

 

Common stock, no par value, 200,000,000 shares authorized; September 30, 2022-12,098,070 and December 31, 2021- 10,940,969 shares issued and outstanding

 

 

33,245,622

 

 

 

26,004,756

 

Accumulated deficit

 

 

(19,001,574)

 

 

(15,832,955)

Total Idaho Strategic Resources, Inc stockholders’ equity

 

 

14,244,048

 

 

 

10,171,801

 

Non-controlling interest

 

 

2,848,590

 

 

 

2,892,001

 

Total stockholders’ equity

 

 

17,092,638

 

 

 

13,063,802

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$20,797,602

 

 

$17,919,201

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 
3
Table of Contents

 

Idaho Strategic Resources, Inc

Condensed Consolidated Statements of Operations (Unaudited)

For the Three and Nine-Month Periods Ended September 30, 2022 and 2021

 

 

 

September 30, 2022

 

 

September 30, 2021

 

 

 

Three

Months

 

 

Nine

Months

 

 

Three

Months

 

 

Nine

Months

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Sales of products

 

$1,745,278

 

 

$6,148,187

 

 

$2,098,849

 

 

$5,865,708

 

Total revenue

 

 

1,745,278

 

 

 

6,148,187

 

 

 

2,098,849

 

 

 

5,865,708

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs of Sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales and other direct production costs

 

 

1,728,214

 

 

 

5,345,409

 

 

 

1,603,785

 

 

 

4,701,626

 

Depreciation and amortization

 

 

245,824

 

 

 

717,939

 

 

 

217,054

 

 

 

595,227

 

Total costs of sales

 

 

1,974,038

 

 

 

6,063,348

 

 

 

1,820,839

 

 

 

5,296,853

 

Gross profit (loss)

 

 

(228,760)

 

 

84,839

 

 

 

278,010

 

 

 

568,855

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exploration

 

 

747,217

 

 

 

1,530,122

 

 

 

267,644

 

 

 

1,193,520

 

Management

 

 

158,625

 

 

 

266,998

 

 

 

56,272

 

 

 

312,663

 

Professional services

 

 

85,429

 

 

 

301,446

 

 

 

39,974

 

 

 

206,056

 

General and administrative

 

 

603,274

 

 

 

1,078,563

 

 

 

101,430

 

 

 

751,272

 

Loss on disposal of equipment

 

 

64,739

 

 

 

68,641

 

 

 

-

 

 

 

-

 

Total other operating expenses

 

 

1,659,284

 

 

 

3,245,770

 

 

 

465,320

 

 

 

2,463,511

 

Operating loss

 

 

(1,888,044)

 

 

(3,160,931)

 

 

(187,310)

 

 

(1,894,656)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other (income) expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity income on investment in Buckskin

 

 

(542)

 

 

(1,213)

 

 

-

 

 

 

-

 

Timber revenue net of costs

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(4,338)

Gain on forgiveness of SBA loan

 

 

-

 

 

 

(10,000)

 

 

-

 

 

 

-

 

Interest income

 

 

(322)

 

 

(878)

 

 

(7)

 

 

(131)

Interest expense

 

 

22,244

 

 

 

85,902

 

 

 

50,368

 

 

 

150,656

 

Total other (income) expense

 

 

21,380

 

 

 

73,811

 

 

 

50,361

 

 

 

146,187

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

(1,909,424)

 

 

(3,234,742)

 

 

(237,671)

 

 

(2,040,843)

Net loss attributable to non-controlling interest

 

 

(15,005)

 

 

(66,123)

 

 

(18,326)

 

 

(65,823)

Net loss attributable to Idaho Strategic Resources, Inc

 

$(1,894,419)

 

$(3,168,619)

 

$(219,345)

 

$(1,975,020)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per common share-basic and diluted

 

$(0.16)

 

$(0.27)

 

$(0.02)

 

$(0.20)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding-basic and diluted

 

 

12,032,901

 

 

 

11,677,167

 

 

 

10,228,203

 

 

 

9,998,560

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 
4
Table of Contents

 

Idaho Strategic Resources, Inc

Condensed Consolidated Statement of Changes in Stockholders’ Equity (Unaudited)

For the Nine-Month Periods Ended September 30, 2022 and 2021

 

 

 

Common Stock Shares

 

 

Common Stock Amount

 

 

Accumulated Deficit Attributable to Idaho Strategic Resources, Inc

 

 

Non-Controlling Interest

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance January 1, 2021

 

 

9,826,665

 

 

$20,986,062

 

 

$(12,672,786)

 

$2,950,888

 

 

$11,264,164

 

Contribution from non-controlling interest in Mill JV

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,469

 

 

 

2,469

 

Issuance of common stock for services

 

 

714

 

 

 

2,300

 

 

 

-

 

 

 

-

 

 

 

2,300

 

Options issued to management, directors, and employees

 

 

-

 

 

 

604,571

 

 

 

-

 

 

 

-

 

 

 

604,571

 

Options issued for services

 

 

-

 

 

 

9,860

 

 

 

-

 

 

 

-

 

 

 

9,860

 

Issuance of common stock for cashless option exercise

 

 

28,196

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Net loss

 

 

-

 

 

 

-

 

 

 

(1,646,487)

 

 

(15,917)

 

 

(1,662,404)

Balance March 31, 2021

 

 

9,855,575

 

 

$21,602,793

 

 

$(14,319,273)

 

$2,937,440

 

 

$10,220,960

 

Contribution from non-controlling interest in Mill JV

 

 

-

 

 

 

-

 

 

 

-

 

 

 

17,459

 

 

 

17,459

 

Issuance of common stock for services

 

 

1,071

 

 

 

4,200

 

 

 

-

 

 

 

-

 

 

 

4,200

 

Issuance of common stock for warrants exercised

 

 

19,841

 

 

 

50,000

 

 

 

-

 

 

 

-

 

 

 

50,000

 

Issuance of common stock for cashless option exercise

 

 

3,571

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Conversion of convertible debt to common stock

 

 

291,667

 

 

 

735,000

 

 

 

-

 

 

 

-

 

 

 

735,000

 

Net loss

 

 

-

 

 

 

-

 

 

 

(109,188)

 

 

(31,580)

 

 

(140,768)

Balance June 30, 2021

 

 

10,171,725

 

 

$22,391,993

 

 

$(14,428,461)

 

$2,923,319

 

 

$10,886,851

 

Contribution from non-controlling interest in Mill JV

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,641

 

 

 

1,641

 

Issuance of common stock for investment in Buckskin

 

 

45,940

 

 

 

192,946

 

 

 

-

 

 

 

-

 

 

 

192,946

 

Conversion of convertible debt to common stock

 

 

39,683

 

 

 

100,000

 

 

 

-

 

 

 

-

 

 

 

100,000

 

Net loss

 

 

-

 

 

 

-

 

 

 

(219,345)

 

 

(18,326)

 

 

(237,631)

Balance September 30, 2021

 

 

10,257,348

 

 

$22,684,939

 

 

$(14,647,806)

 

$2,906,634

 

 

$10,943,767

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance January 1, 2022

 

 

10,940,969

 

 

$26,004,756

 

 

$(15,832,955)

 

$2,892,001

 

 

$13,063,802

 

Contribution from non-controlling interest in Mill JV

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,828

 

 

 

2,828

 

Issuance of common stock for cash, net of offering costs

 

 

360,134

 

 

 

2,701,000

 

 

 

-

 

 

 

-

 

 

 

2,701,000

 

Issuance of common stock for services

 

 

3,572

 

 

 

32,326

 

 

 

-

 

 

 

-

 

 

 

32,326

 

Issuance of common stock for warrants exercised

 

 

23,057

 

 

 

68,006

 

 

 

-

 

 

 

-

 

 

 

68,006

 

Issuance of common stock for cashless option exercise

 

 

28,981

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Conversion of convertible debt to common stock

 

 

392,866

 

 

 

1,950,000

 

 

 

-

 

 

 

-

 

 

 

1,950,000

 

Net loss

 

 

-

 

 

 

-

 

 

 

(455,602)

 

 

(17,467)

 

 

(473,069)

Balance March 31, 2022

 

 

11,749,579

 

 

$30,756,088

 

 

$(16,288,557)

 

$2,877,362

 

 

$17,344,893

 

Contribution from non-controlling interest in Mill JV

 

 

-

 

 

 

-

 

 

 

-

 

 

 

18,202

 

 

 

18,202

 

Issuance of common stock for cash, net of offering costs

 

 

138,665

 

 

 

980,107

 

 

 

-

 

 

 

-

 

 

 

980,107

 

Issuance of common stock for warrants exercised

 

 

70,919

 

 

 

397,147

 

 

 

-

 

 

 

-

 

 

 

397,147

 

Issuance of common stock for cashless option exercise

 

 

26,584

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Net loss

 

 

-

 

 

 

-

 

 

 

(818,598)

 

 

(33,651)

 

 

(852,249)

Balance June 30, 2022

 

 

11,985,747

 

 

$32,133,342

 

 

$(17,107,155)

 

$2,861,913

 

 

$17,888,100

 

Contribution from non-controlling interest in Mill JV

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,682

 

 

 

1,682

 

Issuance of common stock for warrants exercised

 

 

100,893

 

 

 

565,005

 

 

 

-

 

 

 

-

 

 

 

565,005

 

Options issued to management, directors, and employees

 

 

-

 

 

 

547,275

 

 

 

-

 

 

 

-

 

 

 

547,275

 

Issuance of common stock for cashless option exercise

 

 

11,430

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Net loss

 

 

-

 

 

 

-

 

 

 

(1,894,419)

 

 

(15,005)

 

 

(1,909,424)

Balance September 30, 2022

 

 

12,098,070

 

 

$33,245,622

 

 

$(19,001,574)

 

$2,848,590

 

 

$17,092,638

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 
5
Table of Contents

 

Idaho Strategic Resources, Inc

Condensed Consolidated Statements of Cash Flows (Unaudited)

For the Nine-Month Periods Ended September 30, 2022 and 2021

 

 

 

September 30,

 

 

 

2022

 

 

2021

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$(3,234,742)

 

$(2,040,843)

Adjustments to reconcile net loss to net cash used by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

717,939

 

 

 

595,227

 

Disposal of equipment

 

 

68,641

 

 

 

-

 

Accretion of asset retirement obligation

 

 

11,342

 

 

 

7,476

 

Stock based compensation

 

 

547,275

 

 

 

614,431

 

Issuance of common stock for services

 

 

32,326

 

 

 

6,500

 

Gain on forgiveness of SBA loan

 

 

(10,000)

 

 

-

 

Equity income on investment in Buckskin

 

 

(1,213)

 

 

-

 

Change in operating assets and liabilities:

 

 

 

 

 

 

 

 

Gold sales receivable

 

 

(20,568)

 

 

52,654

 

Inventories

 

 

(394,200)

 

 

146,431

 

Joint venture receivable

 

 

2,760

 

 

 

2,536

 

Other current assets

 

 

78,568

 

 

 

(107,770)

Accounts payable and other accrued liabilities

 

 

169,590

 

 

 

(48,902)

Accrued payroll and related payroll expenses

 

 

25,127

 

 

 

14,147

 

Net cash used by operating activities

 

 

(2,007,155)

 

 

(758,113)

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Purchases of property, plant, and equipment

 

 

(1,145,186)

 

 

(351,618)

Deposits on equipment

 

 

31,584

 

 

 

12,863

 

Additions to mineral property

 

 

(451,012)

 

 

(2,346,181)

Purchase of reclamation bonds

 

 

(222,800)

 

 

-

 

Net cash used by investing activities

 

 

(1,787,414)

 

 

(2,684,936)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from sale of common stock, net of offering cost

 

 

3,681,107

 

 

 

-

 

Proceeds from common stock warrants

 

 

1,030,158

 

 

 

50,000

 

Principal payments on notes payable

 

 

(629,322)

 

 

(409,679)

Principal payments on notes payable, related parties

 

 

(30,916)

 

 

(27,599)

Issuance of convertible debt

 

 

-

 

 

 

1,750,000

 

Contributions from non-controlling interest

 

 

22,712

 

 

 

21,569

 

Net cash provided by financing activities

 

 

4,073,739

 

 

 

1,384,291

 

 

 

 

 

 

 

 

 

 

Net change in cash and cash equivalents

 

 

279,170

 

 

 

(2,058,758)

Cash and cash equivalents, beginning of period

 

 

1,976,518

 

 

 

2,539,945

 

Cash and cash equivalents, end of period

 

$2,255,688

 

 

$481,187

 

 

 

 

 

 

 

 

 

 

Non-cash investing and financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposit on equipment applied to purchase

 

$96,000

 

 

$-

 

Notes payable for land and equipment purchase

 

$1,189,056

 

 

$1,149,683

 

Conversion of convertible debt to common stock

 

$1,950,000

 

 

$835,000

 

Investment in Buckskin acquired with issuance of common stock

 

$-

 

 

$192,946

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 
6
Table of Contents

 

Idaho Strategic Resources, Inc

Notes to Consolidated Financial Statements (Unaudited)

 

1. The Company and Significant Accounting Policies

 

These unaudited interim consolidated financial statements have been prepared by the management of Idaho Strategic Resources, Inc (IDR) (the “Company”) in accordance with accounting principles generally accepted in the United States of America for interim financial information. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements. In the opinion of the Company’s management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair statement of the interim consolidated financial statements have been included.

 

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions, which could have a material effect on the reported amounts of the Company’s financial position and results of operations. Operating results for the three and nine-periods ended September 30, 2022, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2022.

 

On December 6, 2021, New Jersey Mining Company changed its name to Idaho Strategic Resources Inc. and also finalized a 1 for 14 reverse stock split of its common stock as previously approved by shareholders at a Special Meeting of the Shareholders held on October 6, 2021. On the date of the reverse stock split, every fourteen (14) shares of New Jersey Mining Company were automatically converted into one issued and outstanding share of Idaho Strategic Resources, Inc. common stock without any change in the par value per share. All disclosure of share information within the financial statements reflects the reverse split.

 

For further information refer to the financial statements and footnotes thereto in the Company’s audited consolidated financial statements for the year ended December 31, 2021, as filed with the Securities and Exchange Commission.

 

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its majority-owned subsidiary, the New Jersey Mill Joint Venture (“NJMJV”). Intercompany accounts and transactions are eliminated. The portion of entities owned by other investors is presented as non-controlling interests on the consolidated balance sheets and statements of operations.

 

Revenue Recognition

Gold Revenue Recognition and Receivables-Sales of gold sold directly to customers are recorded as revenues and receivables upon completion of the performance obligations and transfer of control of the product to the customer. For concentrate sales, the performance obligation is met, the transaction price can be reasonably estimated, and revenue is recognized generally at the time of shipment at estimated forward prices for the anticipated month of settlement. Due to the time elapsed from shipment to the customer and the final settlement with the customer, prices at which sales of our concentrates will be settled are estimated. Previously recorded sales and accounts receivable are adjusted to estimated settlement metals prices until final settlement by the customer. For sales of doré and metals from doré, the performance obligation is met, the transaction price is known, and revenue is recognized at the time of transfer of control of the agreed-upon metal quantities to the customer by the refiner.

 

Sales and accounts receivable for concentrate shipments are recorded net of charges by the customer for treatment, refining, smelting losses, and other charges negotiated with the customers. Charges are estimated upon shipment of concentrates based on contractual terms, and actual charges typically do not vary materially from estimates. Costs charged by customers include fixed costs per ton of concentrate and price escalators. Refining, selling, and shipping costs related to sales of doré and metals from doré are recorded to cost of sales as incurred. See Note 4 for more information on our sales of products.

 

Other Revenue Recognition-Revenue from harvest of raw timber is recognized when the performance obligation under a contract and transfer of control of the timber have both been completed. Sales of timber found on the Company’s mineral properties are not a part of normal operations.

 

Inventories

Inventories are stated at the lower of full cost of production or estimated net realizable value based on current metal prices. Costs consist of mining, transportation, and milling costs including applicable overhead, depreciation, depletion, and amortization relating to the operations. Costs are allocated based on the stage at which the ore is in the production process. Supplies inventory is stated at the lower of cost or estimated net realizable value.

 

 
7
Table of Contents

 

Idaho Strategic Resources, Inc

Notes to Consolidated Financial Statements (Unaudited)

 

1. The Company and Significant Accounting Policies (continued)

 

Mine Exploration and Development Costs

The Company expenses exploration costs as such in the period they occur. The mine development stage begins once the Company identifies ore reserves which is based on a determination whether an ore body can be economically developed. Expenditures incurred during the development stage are capitalized as deferred development costs and include such costs for drift, ramps, and infrastructure. Costs to improve, alter, or rehabilitate primary development assets which appreciably extend the life, increase capacity, or improve the efficiency or safety of such assets are also capitalized. The development stage ends when the production stage of ore reserves begins. Amortization of deferred development costs is calculated using the units-of-production method over the expected life of the operation based on the estimated recoverable mineral ounces.

 

Fair Value Measurements

When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period that are included in earnings are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date. At September 30, 2022, and December 31, 2021, the Company had no assets or liabilities that required measurement at fair value on a recurring basis.

 

Accounting for Investments in Joint Ventures and Equity Method Investments

Investment in Joint Ventures-For joint ventures where the Company holds more than 50% of the voting interest and has significant influence, the joint venture is consolidated with the presentation of non-controlling interest. In determining whether significant influence exists, the Company considers its participation in policy-making decisions and its representation on the venture’s management committee.

For joint ventures in which the Company does not have joint control or significant influence, the cost method is used. For those joint ventures in which there is joint control between the parties, the equity method is utilized whereby the Company’s share of the ventures’ earnings and losses is included in the statement of operations as earnings in joint ventures and its investments therein are adjusted by a similar amount. The Company periodically assesses its investments in joint ventures for impairment. If management determines that a decline in fair value is other than temporary it will write-down the investment and charge the impairment against operations.

 

Equity Method Investments-Investments in companies and joint ventures in which the Company has the ability to exercise significant influence, but do not control, are accounted for under the equity method of accounting. In determining whether significant influence exists, the Company considers its participation in policy-making decisions and representation on governing bodies. Under the equity method of accounting, our share of the net earnings or losses of the investee are included in net income (loss) in the consolidated statements of operations. We evaluate equity method investments whenever events or changes in circumstance indicate the carrying amounts of such investments may be impaired. If a decline in the value of an equity method investment is determined to be other than temporary, a loss is recorded in earnings in the current period. At September 30, 2022, and December 31, 2021, the Company’s 37% common stock holding of Buckskin Gold and Silver, Inc. is accounted for using the equity method (Note 10).

At September 30, 2022 and December 31, 2021, the Company’s percentage ownership and method of accounting for each joint venture and equity method investment is as follows:

 

 

 

 

September 30, 2022

 

December 31, 2021

 

Joint Venture

 

% Ownership

 

 

Significant Influence?

 

Accounting Method

 

% Ownership

 

 

Significant Influence?

 

Accounting Method

 

NJMJV

 

 

65%

 

Yes

 

Consolidated

 

 

65%

 

Yes

 

Consolidated

 

Butte Highlands Joint Venture (“BHJV”)

 

 

50%

 

No

 

Cost

 

 

50%

 

No

 

Cost

 

Buckskin Gold and Silver

 

 

37%

 

Yes

 

Equity

 

 

37%

 

Yes

 

Equity

 

 

Reclassifications

Certain prior period amounts have been reclassified to conform to the 2022 financial statement presentation. Reclassifications had no effect on net loss, stockholders’ equity, or cash flows as previously reported.

 

 
8
Table of Contents

 

Idaho Strategic Resources, Inc

Notes to Consolidated Financial Statements (Unaudited)

 

1. The Company and Significant Accounting Policies (continued)

 

New Accounting Pronouncement

Accounting Standards Updates Adopted-In August 2020, the FASB issued ASU No. 2020-06 Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update is to address issues identified as a result of the complexity associated with applying generally accepted accounting principles for certain financial instruments with characteristics of liabilities and equity. The update is effective for fiscal years beginning after December 15, 2023 for smaller reporting companies, including interim periods within those fiscal years and with early adoption permitted. The early adoption of this update on January 1, 2022, did not have a material impact on our consolidated financial statements.

 

2. Going Concern

 

The Company is currently producing from both the open-pit and underground at the Golden Chest Mine. In the past, the Company has been successful in raising required capital from sale of common stock, forward gold contracts, and debt. As a result of its planned production, equity sales and potential debt borrowings or restructurings, management believes cash flows from operations and existing cash are sufficient to conduct planned operations and meet contractual obligations for the next 12 months.

 

3. Inventories

 

At September 30, 2022 and December 31, 2021, the Company’s inventories consisted of the following:

 

 

 

September 30,

2022

 

 

December 31,

2021

 

Concentrate inventory

 

 

 

 

 

 

In process

 

$43,085

 

 

$41,082

 

Finished goods

 

 

183,480

 

 

 

97,074

 

Total concentrate inventory

 

 

226,565

 

 

 

138,156

 

 

 

 

 

 

 

 

 

 

Supplies inventory

 

 

 

 

 

 

 

 

Mine parts and supplies

 

 

247,924

 

 

 

54,998

 

Mill parts and supplies

 

 

55,347

 

 

 

20,568

 

Core drilling supplies and materials

 

 

78,086

 

 

 

-

 

Total supplies inventory

 

 

381,357

 

 

 

75,566

 

 

 

 

 

 

 

 

 

 

Total

 

$607,922

 

 

$213,722

 

 

The carrying value of inventory is determined each period based on the lower of cost or net realizable value. At September 30, 2022 and December 31, 2021 gold concentrate is carried at cost.

 

4. Sales of Products

 

Our products consist of both gold flotation concentrates which we sell to a single broker (H&H Metal), and an unrefined gold-silver product known as doré which we sell to a precious metal refinery. At September 30, 2022, metals that had been sold but not final settled thus exposed to future price changes totaled 3,685 ounces of gold. The Company has received provisional payments on the sale of these ounces with the remaining amount due reflected in gold sales receivable. Sales of products by metal type for the three and nine-month periods ended September 30, 2022 and 2021 were as follows:

 

 

 

September 30, 2022

 

 

September 30, 2021

 

 

 

Three Months

 

 

Nine Months

 

 

Three Months

 

 

Nine Months

 

Gold

 

$1,890,626

 

 

$6,620,745

 

 

$2,253,431

 

 

$6,256,461

 

Silver

 

 

3,034

 

 

 

9,992

 

 

 

5,756

 

 

 

20,078

 

Less: Smelter and refining charges

 

 

(148,382)

 

 

(482,550)

 

 

(160,338)

 

 

(410,831)

Total

 

$1,745,278

 

 

$6,148,187

 

 

$2,098,849

 

 

$5,865,708

 

Sales by significant product type for the three and nine-month periods ended September 30, 2022, and 2021 were as follows:

 

 

September 30, 2022

 

 

September 30, 2021

 

 

 

Three Months

 

 

Nine Months

 

 

Three Months

 

 

Nine Months

 

Concentrate sales to H&H Metal

 

$1,745,278

 

 

$5,844,571

 

 

$1,845,547

 

 

$5,535,899

 

Dore sales to refinery

 

 

-

 

 

 

303,616

 

 

 

253,302

 

 

 

329,809

 

Total

 

$1,745,278

 

 

$6,148,187

 

 

$2,098,849

 

 

$5,865,708

 

 

At September 30, 2022 and December 31, 2021, our gold sales receivable balance related to contracts with customers of $428,755 and $408,187, respectively, consist only of amounts due from H&H Metal. There is no allowance for doubtful accounts.

 

 
9
Table of Contents

 

Idaho Strategic Resources, Inc

Notes to Consolidated Financial Statements (Unaudited)

 

5. Related Party Transactions

 

At September 30, 2022 and December 31, 2021, the Company had the following note payable to related parties:

 

 

 

September 30,

2022

 

 

December 31,

2021

 

Ophir Holdings LLC, a company owned by two officers of the Company, 3.99% interest, monthly payments of $1,250 with a balloon payment of $68,839 in February 2024

 

$85,695

 

 

$116,611

 

Current portion

 

 

(11,799)

 

 

(10,543)

Long term portion

 

$73,896

 

 

$106,068

 

 

As of September 30, 2022 and December 31, 2021, there was no accrued interest payable to related parties. Related party interest expense for the three and nine-months ended September 30, 2022 and 2021 is as follows.

 

September 30, 2022

 

 

September 30, 2021

 

Three Months

 

 

Nine Months

 

 

Three Months

 

 

Nine Months

 

$

924

 

 

$3,081

 

 

$1,994

 

 

$6,397

 

 

The Company leases office space from certain related parties on a month-to-month basis. $1,500 per month is paid to NP Depot, a company owned by the Company’s president, John Swallow. Payments under these short-term lease arrangements are included in general and administrative expenses on the Consolidated Statement of Operations and are as follows:

 

September 30, 2022

 

 

September 30, 2021

 

Three Months

 

 

Nine Months

 

 

Three Months

 

 

Nine Months

 

$

6,217

 

 

$18,651

 

 

$6,364

 

 

$18,791

 

 

6. Joint Ventures

 

New Jersey Mill Joint Venture Agreement

The Company owns 65% of the New Jersey Mill Joint Venture (JV) and has significant influence in its operations. Thus, the venture is included in the consolidated financial statements along with presentation of the non-controlling interest. At September 30, 2022 and December 31, 2021, an account receivable existed with Crescent Silver, LLC, the other joint venture participant (“Crescent”), for $1,682 and $4,442, respectively, for shared operating costs as defined in the JV agreement.

 

Butte Highlands JV, LLC (“BHJV”)

On January 29, 2016, the Company purchased a 50% interest in Butte Highlands JV, LLC (“BHJV”) from Timberline Resources Corporation for $225,000 in cash and 3,000,000 restricted shares of the Company’s common stock valued at $210,000 for a total consideration of $435,000. Highland Mining, LLC (“Highland”) is the other 50% owner and manager of the joint venture. Under the agreement, Highland will fund all future project exploration and mine development costs. The agreement stipulates that Highland is manager of BHJV and will manage BHJV until such time as all mine development costs, less $2 million are distributed to Highland out of the proceeds from future mine production. The Company has determined that because it does not currently have significant influence over the joint venture’s activities, it accounts for its investment on a cost basis.

 

7. Earnings per Share

 

For the three and nine-month periods ended September 30, 2022, and 2021, potentially dilutive shares including outstanding stock options (Note 13), warrants (Note 12), and convertible debt (Note 14) were excluded from the computation of diluted loss per share because they were anti-dilutive due to net losses in those periods. For the three and nine-month periods ended September 30, 2022 and 2021, potentially dilutive common stock equivalents excluded from the calculation of diluted earnings per share as their effect would have been anti-dilutive are as follows:

 

 

 

September 30,

2022

 

 

September 30,

2021

 

Stock options

 

 

542,525

 

 

 

394,643

 

Stock purchase warrants

 

 

289,294

 

 

 

406,947

 

Convertible debt

 

 

-

 

 

 

392,858

 

Total

 

 

831,819

 

 

 

1,194,448

 

 

 
10
Table of Contents

 

Idaho Strategic Resources, Inc

Notes to Consolidated Financial Statements (Unaudited)

 

8. Property, Plant, and Equipment

 

Property, plant and equipment at September 30, 2022 and December 31, 2021 consisted of the following:

 

 

 

September 30,

2022

 

 

December 31,

2021

 

Mill

 

 

 

 

 

 

Land

 

$225,289

 

 

$225,289

 

Building

 

 

536,193

 

 

 

536,193

 

Equipment

 

 

4,192,940

 

 

 

4,192,940

 

 

 

 

4,954,422

 

 

 

4,954,422

 

Less accumulated depreciation

 

 

(1,212,259)

 

 

(1,085,730)

Total mill

 

 

3,742,163

 

 

 

3,868,692

 

 

 

 

 

 

 

 

 

 

Building and equipment

 

 

 

 

 

 

 

 

Buildings

 

 

337,859

 

 

 

324,075

 

Equipment

 

 

6,464,911

 

 

 

5,042,915

 

 

 

 

6,802,770

 

 

 

5,366,990

 

Less accumulated depreciation

 

 

(2,100,483)

 

 

(1,847,191)

Total building and equipment

 

 

4,702,287

 

 

 

3,519,799

 

 

 

 

 

 

 

 

 

 

Land

 

 

 

 

 

 

 

 

Bear Creek

 

 

266,934

 

 

 

266,934

 

BOW

 

 

230,449

 

 

 

230,449

 

Eastern Star

 

 

250,817

 

 

 

250,817

 

Gillig

 

 

79,137

 

 

 

79,137

 

Highwater

 

 

40,133

 

 

 

40,133

 

Salmon Building

 

 

410,285

 

 

 

-

 

Total land

 

 

1,277,755

 

 

 

867,470

 

Total

 

$9,722,205

 

 

$8,255,961

 

 

9. Mineral Properties

 

Mineral properties at September 30, 2022 and December 31, 2021 consisted of the following:

 

 

 

September 30,

2022

 

 

December 31,

2021

 

Golden Chest

 

 

 

 

 

 

Mineral Property

 

$1,599,213

 

 

$1,577,669

 

Infrastructure

 

 

1,560,192

 

 

 

1,056,037

 

Total Golden Chest

 

 

3,159,405

 

 

 

2,633,706

 

New Jersey

 

 

248,289

 

 

 

248,289

 

McKinley-Monarch

 

 

200,000

 

 

 

200,000

 

Butte Potosi

 

 

274,440

 

 

 

274,440

 

Alder Gulch

 

 

2,473,066

 

 

 

2,473,066

 

Park Copper

 

 

78,000

 

 

 

78,000

 

Less accumulated amortization

 

 

(78,896)

 

 

(64,315)

Total

 

$6,354,304

 

 

$5,843,186

 

 

For the three and nine-month periods ended September 30, 2022 and 2021 interest expense was capitalized in association with the ramp access project at the Golden Chest as follows.

 

September 30, 2022

 

 

September 30, 2021

 

Three Months

 

 

Nine Months

 

 

Three Months

 

 

Nine Months

 

$

11,180

 

 

$32,097

 

 

$16,029

 

 

$42,545

 

 

 
11
Table of Contents

 

Idaho Strategic Resources, Inc

Notes to Consolidated Financial Statements (Unaudited)

 

10. Investment in Buckskin

 

In August 2021, the Company exchanged 45,940 shares of the Company’s common stock for 22% of Buckskin Gold and Silver Inc. The Company’s closing share price on the date of the agreement (August 18, 2021) was recorded as the cost basis for the property. In October 2021 the Company exchanged an additional 30,358 shares of the Company’s common stock for an additional 15% of Buckskin. The Company’s closing share price on the date of the exchange (October 15, 2021) was recorded as the cost basis for the investment addition. This investment in Buckskin is being accounted for using the equity method and resulted in recognition of equity income on the investment of $542 and $1,213 for the three- and nine-month periods ending September 30, 2022. The Company makes an annual payment of $12,000 to Buckskin per a lease covering 218 acres of patented mining claims. As of September 30, 2022, the Company holds 37% of Buckskin’s outstanding shares.

 

11. Notes Payable

 

At September 30, 2022 and December 31, 2021, notes payable are as follows:

 

 

 

September 30,

2022

 

 

December 31,

2021

 

Building in Salmon, Idaho, 60-month note payable, 7.00% interest payable monthly through June 2027, monthly payments of $2,500 with a balloon payment of $260,886 in July 2027

 

$308,203

 

 

$-

 

Resemin Muki Bolter, 36-month note payable, 7.00% interest payable monthly through January 2025, monthly payments of $14,821

 

 

383,245

 

 

 

-

 

Paus 2 yrd. LHD, 48-month note payable, 4.78% interest rate payable through September 2024, monthly payments of $5,181

 

 

123,033

 

 

 

164,422

 

Paus 2 yrd. LHD, 60-month note payable, 3.45% interest rate payable through July 2024, monthly payments of $4,847

 

 

103,182

 

 

 

143,547

 

Compressor, 48-month note payable, 5.25% interest rate payable monthly through January 2022, monthly payments of $813

 

 

-

 

 

 

410

 

CarryAll transport, 36-month note payable, 4.5% interest rate payable monthly through June 2024, monthly payments of $627

 

 

12,634

 

 

 

17,752

 

CarryAll transport, 36-month note payable, 4.5% interest rate payable monthly through February 2024, monthly payments of $303

 

 

4,987

 

 

 

7,501

 

Atlas Copco loader, 60-month note payable, 10.5% interest rate payable monthly through June 2023, monthly payments of $3,550

 

 

30,591

 

 

 

58,866

 

Sandvik LH203 LHD, 36-month note payable, 4.5% interest payable monthly through May 2024, monthly payments of $10,352

 

 

199,106

 

 

 

283,955

 

Sandvik LH202 LHD, 36-month note payable, 6.9% interest payable monthly through August 2025, monthly payments of $4,933

 

 

155,991

 

 

 

-

 

Doosan Compressor, 36-month note payable, 6.99% interest payable monthly through July 2024, monthly payments of $602

 

 

12,422

 

 

 

17,064

 

Caterpillar 306 excavator, 48-month note payable, 4.6% interest payable monthly through November 2024, monthly payments of $1,512

 

 

37,336

 

 

 

49,421

 

Caterpillar 938 loader, 60-month note payable, 6.8% interest rate payable monthly through August 2023, monthly payments of $3,751

 

 

39,891

 

 

 

70,734

 

Caterpillar R1600 LHD, 48-month note payable, 4.5% interest rate payable through January 2025, monthly payments of $17,125

 

 

454,339

 

 

 

590,535

 

Caterpillar AD22 underground truck, 48-month note payable, 6.45% interest rate payable through June 2023, monthly payments of $12,979

 

 

113,521

 

 

 

221,694

 

Small Business Administration EIDL 30 year note payable, 3.75% interest payable monthly through December 2054, monthly payments of $731

 

 

163,315

 

 

 

169,211

 

2022 Dodge Ram, 75-month note payable, 5.99% interest rate payable monthly through June 2028, monthly payments of $1,152

 

 

67,112

 

 

 

-

 

2016 Dodge Ram, 75-month note payable, 5.99% interest rate payable monthly through June 2028, monthly payments of $1,190

 

 

69,302

 

 

 

-

 

Two CarryAll transports, 36-month note payable, 6.3% interest rate payable monthly through May 2025, monthly payments of $1,515

 

 

44,556

 

 

 

-

 

CarryAll transport, 36-month note payable, 6.3% interest rate payable monthly through June 2025, monthly payments of $866

 

 

26,184

 

 

 

-

 

Total notes payable

 

 

2,348,950

 

 

 

1,795,112

 

Due within one year

 

 

899,974

 

 

 

666,622

 

Due after one year

 

$1,448,976

 

 

$1,128,490

 

  

 
12
Table of Contents

 

Idaho Strategic Resources, Inc

Notes to Consolidated Financial Statements (Unaudited)

 

11. Notes Payable; continued

 

All notes are collateralized by the property or equipment purchased in connection with each note. Future principal payments of notes payable at September 30, 2022 are as follows:

 

12 months ended September 30,

 

 

 

2023

 

$899,974

 

2024

 

 

698,639

 

2025

 

 

243,911

 

2026

 

 

38,243

 

2027

 

 

298,577

 

2028

 

 

23,800

 

Thereafter

 

 

145,806

 

Total

 

$2,348,950

 

 

In the second quarter of 2020 the Company received a loan of $149,900 pursuant to the Small Business Act Section 7(b). The loan which was in the form of a Note dated May 16, 2020, matures May 16, 2050, and bears interest at a rate of 3.75% per annum. Payments of $731 are due monthly and will begin in November 2022. At September 30, 2022, and December 31, 2021 accrued interest on the loan was $13,415 and $9,311, respectively and is included in the Small Business Administration Loan balance on the consolidated balance sheet. In the second quarter of 2022, it was determined that an additional $10,000 also received in the second quarter of 2020 was a grant that was forgiven as part of the Covid-19 relief program. This $10,000 was recorded as a gain on forgiveness of the SBA loan in the statement of operations during the second quarter of 2022.

 

12. Stockholders’ Equity

 

Stock issuance activity

The Company closed a private placement in February 2022. Under the private placement, the Company sold 360,134 shares at $7.50 per share for net proceeds of $2,701,000. In the second quarter of 2022, the Company sold 138,665 shares of common stock for net proceeds of $980,107. In the first nine months of 2022 the Company issued 3,572 shares of common stock at $9.05 per share for services provided for a total value of $32,326. In the first nine months of 2022, the Company issued 392,866 shares of the Company’s common stock in exchange for $1,950,000 of debt at $4.96 per share.

 

In the first nine months of 2021 the Company issued 1,785 shares of the Company’s common stock for services rendered at an average price of $3.64 for a total value of $6,500. In the first nine months of 2021 the Company issued 331,350 shares of the Company’s Stock in exchange for $835,000 of debt at $2.52 per share. The Company issued 45,940 shares of the Company’s common stock for 22% of Buckskin Gold and Silver in August 2021 valued $192,496.

 

Stock Purchase Warrants Outstanding

 

The activity in stock purchase warrants is as follows:

 

Number of

Warrants

 

 

Exercise Prices

 

Balance December 31, 2020

 

 

426,788

 

 

$

 2.52-5.60

 

Issued

 

 

289,294

 

 

$

 5.60-7.00

 

Exercised

 

 

(46,615)

 

$2.52

 

Balance December 31, 2021

 

 

669,467

 

 

$

 2.52-7.00

 

Expired

 

 

(185,304)

 

$

 2.52-5.60

 

Exercised

 

 

(194,869)

 

$

 2.52-5.60

 

Balance September 30, 2022

 

 

289,294

 

 

$

 5.60-7.00

 

 

 

 

 

These warrants expire as follows:

 

Shares

 

 

Exercise Price

 

 

Expiration Date

 

 

 

 

235,722

 

 

$5.60

 

 

October 14, 2023

 

 

 

 

53,572

 

 

$7.00

 

 

November 12, 2023

 

 

 

 

289,294

 

 

 

 

 

 

 

 

 
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Idaho Strategic Resources, Inc

Notes to Consolidated Financial Statements (Unaudited)

    

13. Stock Options

 

In September 2022, the board granted 165,000 stock options to officers, board members, and employees. These options vested immediately and are exercisable at $5.25 for 3 years. Total stock-based compensation recognized on these options was $505,476 and was recognized in management, professional services, and general administrative expenses in the statement of operations. In September 2022, the board granted an additional 15,000 total stock options, 7,500 each to our independent board members. These options vested immediately and are exercisable at $4.75 for 3 years. Total stock-based compensation recognized on these options was $41,799 and was recognized in management expenses in the statement of operations.

 

In February 2021, the board granted 283,936 stock options to officers, board members, and employees. These options vested immediately and are exercisable at $5.60 for 3 years. Total stock-based compensation recognized on these options was $604,571 and was recognized in management, professional services, and general administrative expenses in the statement of operations. In March 2021, the Company granted 3,572 stock options to an individual for services rendered to the Company. These options vested immediately and are exercisable at $5.60 for 3 years. Total stock-based compensation recognized on these options was $9,860 and was recognized in general administrative expenses in the statement of operations. The fair value of stock option awards granted, and the key assumptions used in the Black-Scholes valuation model to calculate the fair value of the options are as follows:

 

 

 

February 11,

2021

 

 

March 15,

2021

 

 

September 6,

2022

 

 

September 28,

2022

 

Fair value

 

$604,572

 

 

$9,860

 

 

$505,476

 

 

$41,799

 

Options issued

 

 

283,936

 

 

 

3,572

 

 

 

165,000

 

 

 

15,000

 

Exercise price

 

$5.60

 

 

$5.60

 

 

$5.25

 

 

$4.75

 

Expected term (in years)

 

 

3.0

 

 

 

3.0

 

 

 

3.0

 

 

 

3.0

 

Risk-free rate

 

 

0.19%

 

 

0.33%

 

 

3.55%

 

 

4.12%

Volatility

 

 

97.9%

 

 

99.3%

 

 

89.3%

 

 

89.2%

 

Activity in the Company’s stock options is as follows:

 

 

 

Number of Options

 

 

Weighted Average Exercise Prices

 

Balance December 31, 2020

 

 

150,000

 

 

$

1.83 

 

Granted

 

 

469,674

 

 

$5.53

 

Exercised

 

 

(101,786)

 

$1.87

 

Forfeited

 

 

(10,713)

 

$5.60

 

Balance December 31, 2021

 

 

507,175

 

 

$5.25

 

Granted

 

 

180,000

 

 

$5.21

 

Exercised

 

 

(116,078)

 

$4.31

 

Expired

 

 

(7,143

 

 

$1.96

 

Forfeited

 

 

(21,429)

 

$5.60

 

Balance September 30, 2022

 

 

542,525

 

 

$5.47

 

Outstanding and exercisable at September 30, 2022

 

 

542,525

 

 

$

5.47

 

 

At September 30, 2022, outstanding stock options have a weighted average remaining term of approximately 2 years and have no intrinsic value. Intrinsic value of the options exercised for the three and nine-month periods ended September 30, 2022, was $46,500 and $302,493, respectively. Intrinsic value of the options exercised for the nine-month period ended September 30, 2021 was $164,000, none were issued in the three month period ending September 30, 2021.

 

14. Convertible Debt

The balance of convertible debt at December 31, 2021 consisted of $200,000 convertible to Common shares at a price of $5.60 per share (35,715 shares) and $1,750,000 convertible to Common shares at a price of $4.90 per share (357,151 shares). All of this debt was converted to Common shares as provided in the respective agreements in March 2022

 

 
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ITEM 2: Management’s Discussion AND Analysis of Financial Condition and Results of Operations

 

Plan of Operation

Idaho Strategic Resources, Inc is a gold producer focused on diversifying and building its asset base and cash flows through a portfolio of mineral properties located in historic producing gold districts in Idaho and Montana and the historic rare earth element/thorium trend located in Central Idaho.

 

The Company’s plan of operation is to generate positive cash flow, increase its gold production and asset base over time while being mindful of corporate overhead. The Company’s management is focused on utilizing its in-house skills to build a portfolio of producing mines and milling operations with a primary focus on gold and the advancement of its rare earth elements (REE) and thorium prospects.

 

The Company’s properties include: the Golden Chest Mine (currently in production), the New Jersey Mill (majority ownership interest), and a 50% carried to production interest in the past producing Butte Highlands Mine located in Montana. In addition to its producing and near-term production projects, Idaho Strategic Resources, Inc. has added two rare earth element properties and one thorium property in Idaho to its portfolio of exploration properties in an effort to diversify its holdings towards the anticipated demand for these elements in the electrification of motorized vehicles and a rediscovered focus on critical mineral supply chain security. Additionally, Idaho Strategic holds gold exploration prospects, including Eastern Star and the McKinley-Monarch located in Central Idaho, and additional holdings near the Golden Chest in the Murray Gold Belt.

 

COVID-19 Coronavirus Pandemic Response and Impact

Following the outbreak of the COVID-19 coronavirus global pandemic (“COVID-19”) in early 2020, in March 2020 the U.S. Centers for Disease Control issued guidelines to mitigate the spread and health consequences of COVID-19. The Company implemented changes to its operations and business practices to follow the guidelines and minimize physical interaction, including using technology to allow employees to work from home when possible and altering production procedures and schedules, asset maintenance, and limiting discretionary spending. As long as they are required, the operational practices implemented could have an adverse impact on our operating results due to deferred production and revenues or additional costs. The negative impact of COVID-19 remains uncertain, including on overall business and market conditions. There is uncertainty related to the potential additional impacts COVID-19 could have on our operations and financial results for the year.

 

Critical Accounting Estimates

We have, besides our estimates of the amount of depreciation on our assets, two critical accounting estimates. The ounces of gold contained in our process and concentrate inventory is based on assays taken at the time the ore is processed and the ounces of gold contained in shipped concentrate which is based upon assays taken prior to shipment however subject to final assays at the refinery, these shipments are also subject to the fluctuation in gold prices between our shipment date and estimated and actual final settlement date. Also, the reclamation bond obligation on our balance sheet is based on an estimate of the future cost to recover and remediate our properties as required by our permits upon cessation of our operations, and may differ when we cease operations.

 

Our concentrate sales sometimes involve variable consideration, as they can be subject to changes in metals prices between the time of shipment and their final settlement. However, we are able to reasonably estimate the transaction price for the concentrate sales at the time of shipment using forward prices for the estimated month of settlement, and previously recorded sales and accounts receivable are adjusted to estimated settlement metals prices until final settlement for financial reporting purposes. The embedded derivative contained in our concentrate sales is adjusted to fair value through earnings each period prior to final settlement. It is unlikely a significant reversal of revenue for any one concentrate lot will occur. As such, we use the expected value method to price the concentrate until the final settlement date occurs, at which time the final transaction price is known. At September 30, 2022, metals that had been sold but not final settled thus exposed to future price changes totaled 3,685 ounces of gold. The Company has received provisional payments on the sale of these ounces with the remaining amount due reflected in gold sales receivable.

 

The asset retirement obligation and asset on our balance sheet is based on an estimate of the future cost to recover and remediate our properties as required by our permits upon cessation of our operations and may differ when we cease operations. At September 30, 2022 we reviewed our December 31, 2021 estimate that the cost of the machine and man hours probable to be needed to put our properties in the condition required by our permits once we cease operations. The September 30, 2022 estimated costs would be $103,320 for the Golden Chest property and $203,600 for the New Jersey Mine and Mill. For purposes of the estimate, we evaluated the expected life in years and costs that, initially, are comparable to rates that we would incur at the present. We are adding to the liability each year, and amortizing the asset over the estimated life, which decreases our net income in total each year. We make periodic reviews of the remaining life of the mine and other operations, and the estimated remediation costs upon closure, and adjust our account balances accordingly. At this time, we think that an adjustment in our asset recovery obligation is not required, and an adjustment in future periods would not have a material impact in the year of adjustment but would change the amount of the annual accretion and amortization costs charged to our expenses by an undetermined amount.

 

 
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Critical Accounting Policies

The SEC has requested that all registrants address their most critical accounting policies. The SEC has indicated that a “critical accounting policy” is one which is both important to the representation of the registrant’s financial condition and results and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We base our estimates on past experience and on various other assumptions our management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results will differ, and may differ materially from these estimates under different assumptions or conditions. Additionally, changes in accounting estimates could occur in the future from period to period. Our management has discussed the development and selection of our most critical financial estimates with the Audit and Finance Committee of our Board of Directors. The following paragraphs identify our most critical accounting policies:

 

Determination of Fair Values

Management determines the fair value of a financial instrument based on the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value is calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities includes consideration of non-performance risk, including the party’s own credit risk.

 

Impairment of Mineral Rights and Properties, Plant and Equipment

The Company assesses its mineral rights and properties, plant and equipment for possible impairment whenever events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Such indicators include changes in the Company’s business plans, changes in precious metal prices and significant downward revisions of estimated mineralization quantities. If the carrying value of an asset exceeds the future undiscounted cash flows expected from the asset, an impairment charge is recorded for the excess of carrying value of the asset over its estimated fair value.

 

Determination as to whether and how much an asset is impaired involves management estimates on highly uncertain matters such as future commodity prices, the effects of inflation and technology improvements on operating expenses, and the outlook for global or regional demand conditions for gold and silver. However, the impairment reviews and calculations are based on assumptions that are consistent with the Company’s business plans and long-term investment decisions. Management does not believe there are impairments present in mineral rights and properties, plant, and equipment.

 

Reclamation and Remediation Obligations

Reclamation costs are allocated to expense over the life of the related assets and are periodically adjusted to reflect changes in the estimated present value resulting from the passage of time and revisions to the estimates of either the timing or amount of the reclamation and remediation costs. Reclamation obligations are based on when the spending for an existing environmental disturbance will occur. We review, on at least an annual basis, the reclamation obligation at each mine site in accordance with guidance for accounting for asset retirement obligations.

 

Reclamation obligations for inactive mines are accrued based on management’s best estimate of the costs expected to be incurred at a site. Such cost estimates include, where applicable, ongoing care, maintenance and monitoring costs. Changes in estimates at inactive mines are reflected in earnings in the period an estimate is revised.

 

Accounting for reclamation and remediation obligations requires management to make estimates unique to each mining operation of the future costs we will incur to complete the reclamation and remediation work required to comply with existing laws and regulations. Actual costs incurred in future periods could differ from amounts estimated. Additionally, future changes to environmental laws and regulations could increase the extent of reclamation and remediation work required. Any such increases in future costs could materially impact the amounts charged to earnings for reclamation and remediation.

 

Income Taxes

Our income tax expense and deferred tax assets and liabilities reflect management’s best assessment of estimated future taxes to be paid. Deferred income taxes arise from temporary differences between the tax and financial statement recognition of revenue and expense. In evaluating our ability to recover our deferred tax assets, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In projecting future taxable income, we develop assumptions including the amount of future state and federal pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates that we are using to manage the underlying businesses. Valuation allowances are recorded as reserves against net deferred tax assets by the Company when it is determined that net deferred tax assets are not likely to be realized in the foreseeable future.

 

 
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The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized.

 

Highlights during the third quarter of 2022 include:

 

Rare Earth Elements

 

·

The Company began drilling at its Diamond Creek REE project, only to be delayed due to the Moose Fire (the largest wildfire in the US over the summer). After the fire burned through the project site, drilling began (see press release dated July 18, 2022, Idaho Strategic Resources to Begin Rare Earth Element Drill Program at Diamond Creek–Early Stages of IGEM Program Begin). An update to the drill program was announced on November 2, 2022, after the end of the quarter.

 

 

 

 

·

Also in July, the University of Idaho began conducting its Rare Earth Element separation experiments at their lab using soil and samples collected at Diamond Creek as part of the IGEM Program.

 

 

 

 

·

Fieldwork continued at other REE/Thorium holdings in the areas that were not impacted by the Moose Fire during the quarter.

 

Murray Gold Belt

 

·

The Company conducted the first ever drill program on its holdings in the Murray Gold Belt (see press release dated September 1, 2022, Idaho Strategic Makes New Discovery–Gold Veins in the First Ever Drilling in the Murray Gold Belt Outside of the Golden Chest).

 

 

 

 

·

At the start of the third quarter the Company moved its in-house drill to the Murray Gold Belt where a total of 1,328 meters of drilling were completed at the following four prospects: the Argus, the Evans, the Ida, and the Badger. Not all of the core from the Murray Gold Belt drilling has been logged and assayed, however the Company did release initial results from the Argus prospect where a new gold zone was discovered and the highlight to date was hole number AG 22-2:

 

 

o

AG 22-2

 

o

0.566 g/t gold over 24 m from 99.0 m to 123.0 m including the following higher-grade intervals:

 

o

1.09 gpt gold over 2.7 m from 107.5 to 110.2 m

 

o

2.08 gpt gold over 2.2 m from 113.7 to 115.9 m

 

o

9.19 g/t gold over 0.6 m from 134.4 to 135.0 m including a 20 cm vein assaying 22.2 g/t Au

 

Golden Chest/Operations

 

·

At the Golden Chest, ore mined from underground stopes totaled approximately 7,500 tonnes from the 833, 827, and 818 stopes. Another 600 tonnes of material was mined from the Klondike South crosscut in the quarter. Development tonnage totaled 3,200 tonnes during the quarter as the Main Access Ramp (MAR) was extended below the 806 elevation and an associated ventilation drift was also completed.

 

 

 

 

·

Late in the third quarter, the Company commissioned a double-boom electric/hydraulic jumbo capable of drilling 3.65 m (12-foot) rounds to accelerate MAR development. Previously, a single-boom jumbo drilling 3 m (10-foot) rounds was used in the MAR so the advancement rate is expected to increase substantially by drilling longer rounds faster with the double-boom jumbo. The double-boom was acquired in the used equipment market for $150,000 and has required very little refurbishment while demonstrating good reliability.

 

 

 

 

·

Also late in the third quarter, the Company received delivery of an electric/hydraulic bolter designed for narrow headings such as our 3-meter-wide stopes. The bolter is a Muki model manufactured by Resemin of Peru. Currently, the bolter is performing quite well installing ground support in the MAR as preparations are made to install electrical service into the stopes so the Muki can be used to install ground support in the stopes. The bolter should increase the efficiency and safety of installing ground support over the current jackleg-based techniques.

 

 

 

 

·

Open pit mining was suspended as the contractor was mobilized to the New Jersey Mill to construct the Phase 5 lift and buttress on the Tailings Storage Facility (TSF). A large buttress of over 40,000 cubic meters was placed around the TSF to exceed the geotechnical stability requirements of the State of Idaho. Additional fill was placed on the top of the buttress to raise the embankment and increase the storage volume of the TSF providing the footprint for another four years of tailings storage capacity.

 

 

 

 

·

For the quarter ended September 30, 2022, a total of 10,024 dry metric tonnes (dmt) were processed at the Company’s New Jersey mill with a flotation feed head grade of 4.59 gpt with gold recovery of 89.8%. About 80% of the feed was from the underground stopes with the remainder coming from a stockpile of open pit material.

 

 
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Table of Contents

 

Results of Operations

Our financial performance during the quarter is summarized below:

 

 

·

The Company had a gross loss of $228,760 and a gross profit of $84,839 in the three and nine-month periods ending September 30, 2022, compared to a gross profit of $278,010 and $568,855 for the comparative periods in 2021. Gross profit decreased in 2022 because of lower gold prices and increased costs of consumables. We are currently working towards increasing operational efficiencies and processed ore grade from the underground operations to bring gross profit back up.

 

 

 

 

·

Cash costs per ounce and AISC remained relatively flat for the three and nine-month periods ended September 30, 2022, and 2021 with the exception of the AISC for the three-month period September 30, 2022 being higher than the comparable period in 2021. The Company spent significant funds in the third quarter of 2022 expanding its tailings facility for future milling capacity at the New Jersey Mill as well as adding additional underground mining equipment, exploration costs were also up in 2022 versus 2021 as the Company has increased both drilling with the Company’s in house drilling for gold exploration in the Murray area and also on the Company’s rare earth properties including contract core drilling on the Diamond Creek property.

 

 

 

 

·

Revenue was $1,745,278 and $6,148,187, respectively for the three and nine-month periods ended September 30, 2022, compared to $2,098,849 and $5,865,708 for the comparable periods of 2021. The lower three-month revenue in 2022 was a result of lower gold prices while the higher nine-month revenue in 2022 was mostly the result of increased production. 354 more ounces of gold were produced year to date as of September 30, 2022 compared to the same period in 2021.

 

 

 

 

·

An operating loss of $1,888,044 and $3,160,931 for the three and nine-month periods ended September 30, 2022, compared to an operating loss of $187,310 and $1,894,656 in the comparable periods of 2021. Some of the changes were a result of increased exploration, costs associated with the Company’s NYSE original listing application, annual listing fee and legal expenses, fees associated with the Company’s S-3 Registration Statement filed with the SEC, contract core drilling for the Diamond Creek Rare Earth property, and expense for stock options granted in the third quarter of 2022.

 

 

 

 

·

Net loss of $1,909,424 and $3,234,742 for the three and nine-periods ended September 30, 2022, compared to net loss of $237,671 and $2,040,843 in the comparable periods ended September 30, 2021. The reasons for these changes are the same as those for the operating loss described above.

 

 

 

 

·

Exploration costs increased in 2022 compared to 2021 because of an increase in core drilling completed by the Company’s in-house drill, an increase in exploration on the Rare Earth properties, and contract core drilling at the Company’s Diamond Creek Rare Earth property in the third quarter of 2022.

 

 

 

 

·

Reasons for changes in management, professional services, and general and administrative expenses between the comparable periods in 2022 and 2021 include costs associated with the Company’s NYSE original listing application fee and SEC filings as mentioned above in the second quarter of 2022, options being granted to management, directors, and employees for a total cost of $547,275 in the third quarter of 2022, and options being granted to management, directors, and employees for a total cost of $604,571 in the first quarter of 2021.

 

 

 

 

·

Timber revenue decreased in 2022. No logging on the Company’s property occurred in 2022.

 

 

 

 

·

The consolidated net loss for the nine-months ended September 30, 2022, and 2021 included non-cash charges as follows: depreciation and amortization of $717,939 ($595,227 in 2021), loss on disposal of equipment of $68,641 (none in 2021), accretion of asset retirement obligation of $11,342 ($7,476 in 2021), stock-based compensation of $547,275 ($614,431 in 2021), the issuance of common stock for services $32,326 ($6,500 in 2021), gain on forgiveness of SBA loan of $10,000 (none in 2021), and equity income on investment in Buckskin $1,213 in 2022 (None in 2021).

 

Cash Costs and All-In Sustaining Costs Reconciliation to GAAP-Reconciliation of cost of sales and other direct production costs and depreciation, depletion and amortization (GAAP) to cash cost per ounce and all-in sustaining costs (AISC) per ounce (non-GAAP).

 

The table below presents reconciliations between the most comparable GAAP measure of cost of sales and other direct production costs and depreciation, depletion, and amortization to the non-GAAP measures of cash cost per ounce and all in sustaining costs per ounce for the Company’s gold production in the three and nine-month periods ended September 30, 2022, and 2021.

 

 
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Table of Contents

 

Cash cost per ounce is an important operating measure that we utilize to measure operating performance. AISC per ounce is an important measure that we utilize to assess net cash flow after costs for pre-development, exploration, reclamation, and sustaining capital. Current GAAP measures used in the mining industry, such as cost of goods sold do not capture all of the expenditures incurred to discover, develop, and sustain gold production.

 

 

 

September 30,

 

 

 

2022

 

 

2021

 

 

 

Three Months

 

 

Nine Months

 

 

Three Months

 

 

Nine Months

 

Cost of sales and other direct production costs and depreciation and amortization

 

$1,974,038

 

 

$6,063,348

 

 

$1,820,839

 

 

$5,296,853

 

Depreciation and amortization

 

 

(245,824)

 

 

(717,939)

 

 

(217,054)

 

 

(595,227)

Change in concentrate inventory

 

 

38,380

 

 

 

(394,200)

 

 

37,535

 

 

 

146,431

 

Cash Cost

 

$1,766,594

 

 

$4,951,209

 

 

$1,641,320

 

 

$4,848,057

 

Exploration

 

 

747,217

 

 

 

1,530,122

 

 

 

267,643

 

 

 

1,193,520

 

Sustaining capital

 

 

851,311

 

 

 

1,113,602

 

 

 

78,380

 

 

 

349,363

 

General and administrative

 

 

603,273

 

 

 

1,078,563

 

 

 

101,430

 

 

 

751,272

 

Less stock-based compensation and other non-cash items

 

 

(617,745)

 

 

(648,371)

 

 

(9,178)

 

 

(628,407)

All in sustaining costs

 

$3,350,650

 

 

$8,025,125

 

 

$2,079,595

 

 

$6,513,805

 

Divided by ounces produced

 

 

1,360

 

 

 

4,094

 

 

 

1,306

 

 

 

3,740

 

Cash cost per ounce

 

$1,298.97

 

 

$1,209.38

 

 

$1,256.75

 

 

$1,296.27

 

All in sustaining cost (AISC) per ounce

 

$2,463.71

 

 

$1,960.22

 

 

$1,592.34

 

 

$1,741.66

 

 

Financial Condition and Liquidity

 

 

For the Nine Months Ended September 30,

 

Net cash provided (used) by:

 

2022

 

 

2021

 

Operating activities

 

$(2,007,155)

 

$(758,113)

Investing activities

 

 

(1,787,414)

 

 

(2,684,936)

Financing activities

 

 

4,073,739

 

 

 

1,384,291

 

Net change in cash and cash equivalents

 

 

279,170

 

 

 

(2,058,758)

Cash and cash equivalents, beginning of period

 

 

1,976,518

 

 

 

2,539,945

 

Cash and cash equivalents, end of period

 

$2,255,688

 

 

$481,187

 

 

The Company is currently producing from both the open-pit and underground at the Golden Chest Mine. In the past, the Company has been successful in raising required capital from sale of common stock, forward gold contracts, and debt. As a result of its planned production, equity sales and potential debt borrowings or restructurings, management believes cash flows from operations and existing cash are sufficient to conduct planned operations and meet contractual obligations for the next 12 months.

 

 
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Table of Contents

 

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for small reporting companies.

 

ITEM 4: CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

At September 30, 2022, our Vice President who also serves as our Chief Accounting Officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”), which disclosure controls and procedures are designed to insure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized, and reported within required time periods specified by the Securities & Exchange Commission rules and forms.

 

Based upon that evaluation, it was concluded that our disclosure controls were effective as of September 30, 2022, to ensure timely reporting with the Securities and Exchange Commission. Specifically, the Company’s corporate governance and disclosure controls and procedures provided reasonable assurance that required reports were timely and accurately reported in our periodic reports filed with the Securities and Exchange Commission.

 

Changes in internal control over financial reporting

There was no material change in internal control over financial reporting in the quarter ended September 30, 2022.

 

 
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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

 

None.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Neither the constituent instruments defining the rights of the Company’s securities filers nor the rights evidenced by the Company’s outstanding common stock have been modified, limited or qualified.

 

In the first 9 months of 2021 the company issued 1,787 shares of the Company’s common stock for services rendered at an average price of $3.64 for a total value of $6,500. In the first 9 months of 2021 the Company issued 291,667 shares of the Company’s Stock in exchange for $835,000 of debt at $2.52 per share. The Company issued 45,940 shares of the Company’s common stock for 22% of Buckskin Gold and Silver in August 2021 valued $192,496.

 

The Company closed a private placement in February 2022. Under the private placement, the Company sold 360,134 units at $7.50 per unit for net proceeds of $2,701,000. Each unit consisted of one share of the Company’s common stock. In the second quarter of 2022, the Company sold 138,665 shares of common stock for net proceeds of $980,107. In the first quarter of 2022 the Company issued 3,572 shares of common stock at $9.05 per share for services provided for a total value of $32,326. In the first 9 months of 2022 the Company issued 392,866 shares of the Company’s Stock in exchange for $1,950,000 of debt at $4.96 per share.

 

The Company relied on the transaction exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D Rule 506(b). The common shares are restricted securities which may not be publicly sold unless registered for resale with the Securities and Exchange Commission or exempt from the registration requirements of the Securities Act of 1933, as amended.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

The Company has no outstanding senior securities.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in exhibit 95 to this report.

 

ITEM 5. OTHER INFORMATION

 

None.

 

 
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ITEM 6. EXHIBITS

 

Exhibits

 

3.1

 

Amended and Restated Articles of Incorporation, incorporated by reference to the Company’s Form 8-K as filed with the Securities and Exchange Commission on October 27, 2021

3.2

 

Amended and Restated By-laws of Idaho Strategic Resources, Inc., incorporated by reference to the Company’s Form 8-K as filed with the Securities and Exchange Commission on October 27, 2021

10.1*

 

Venture Agreement with United Mine Services, Inc. dated January 7, 2011.

10.2***

 

Consent, Waiver and Assumption of Venture Agreement by Crescent dated February 14, 2014

10.3

 

Registrant’s Grant of Options to Directors and Officers dated December 30, 2016, incorporated by reference to the Company’s Form 8-K as filed with the Securities and Exchange Commission on January 4, 2017.

10.4

 

Registrant’s Grant of Options to Employees and Directors of the Company dated October 20, 2021, incorporated by reference to the Company’s Form 8-K as filed with the Securities and Exchange Commission on October 22, 2021.

10.5

 

Form of Convertible Note Purchase Agreement dated as of February 18, 2020, incorporated by reference to the Company’s 8-K as filed with the Securities and Exchange Commission on February 20, 2020.

10.6

 

Form of Convertible Promissory Note dated as of February 18, 2020, incorporated by reference to the Company’s 8-K as filed with the Securities and Exchange Commission on February 20, 2020.

10.7

 

Form of Convertible Note Purchase Agreement dated as of April 14, 2021, incorporated by reference to the Company’s 8-K as filed with the Securities and Exchange Commission on April 19, 2021.

10.8

 

Form of Convertible Promissory Note dated as of April 14, 2021, incorporated by reference to the Company’s 8-K as filed with the Securities and Exchange Commission on April 19, 2021.

10.9

 

Sales Agreement, dated June 7, 2022, by and between the Company and Roth Capital Partners, LLC, incorporated by reference to the Company’s 8-K as filed with the Securities and Exchange Commission on June 9, 2022.

31.1****

 

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2****

 

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1****

 

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2****

 

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

95****

 

Mine safety information listed in Section 1503 of the Dodd-Frank Act.

101.INS****

 

XBRL Instance Document

101.SCH****

 

XBRL Taxonomy Extension Schema Document

101.CAL****

 

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF****

 

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB****

 

XBRL Taxonomy Extension Label Linkbase Document

101.PRE****

 

XBRL Taxonomy Extension Presentation Linkbase Document

_______________

 

*

Filed with the Registrant’s Form 10 on June 4, 2014.

**

Filed July 2, 2014

***

Filed March 31, 2015.

****

Filed herewith.

*****

Filed with the Registrant’s S-3 Registration Statement on May 3, 2022.

  

 
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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

IDAHO STRATEGIC RESOURCES, INC

 

 

 

 

 

 

By

/s/ John Swallow

 

 

 

 

 

 

John Swallow,

 

 

its

President and Chief Executive Officer

 

 

Date

November 14, 2022

 

 

 

 

 

 

By:

/s/ Grant Brackebusch

 

 

 

Grant Brackebusch,

 

 

its:

Vice President and Chief Financial Officer

 

 

Date:

November 14, 2022

 

 

 
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