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 March 31, 2025
	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. 001-41320

 

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(b) 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	☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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 May 1, 2025, 14,052,872 shares of the registrant’s common stock were outstanding.

 

 

IDAHO STRATEGIC RESOURCES, INC

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD

ENDED MARCH 31, 2025

 

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		18
ITEM 4. Controls and Procedures		18
PART II OTHER INFORMATION		19
ITEM 1. Legal Proceedings		19
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds		19
ITEM 3. Defaults Upon Senior Securities		19
ITEM 4. Mine Safety Disclosures		19
ITEM 5. Other Information		19
ITEM 6. Exhibits		20

 

2

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PART I - FINANCIAL INFORMATION

ITEM 1: Financial Statements

 

Idaho Strategic Resources, Inc. Condensed Consolidated Balance Sheets (Unaudited)
		March 31, 2025				December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents		$	1,306,124			$	1,106,901
Investments in US treasury notes			8,077,325				7,775,193
Gold sales receivable			1,833,385				1,578,694
Inventories			1,171,594				899,924
Joint venture receivable			1,927				2,892
Other current assets			337,448				378,469
Total current assets			12,727,803				11,742,073
Property, plant and equipment, net of accumulated depreciation			15,868,020				12,904,065
Mineral properties, net of accumulated amortization			10,994,040				10,573,349
Investment in Buckskin Gold and Silver, Inc			342,782				341,436
Investment in joint venture			435,000				435,000
Investments in US treasury notes, non-current			6,995,829				7,208,930
Reclamation bond			330,110				249,110
Deposits			373,566				567,667
Total assets		$	48,067,150			$	44,021,630
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses		$	1,022,270			$	1,006,078
Accrued payroll and related payroll expenses			561,805				564,090
Notes payable, current portion			1,330,738				709,381
Total current liabilities			2,914,813				2,279,549
Asset retirement obligations			310,296				305,409
Notes payable, long term			2,339,803				1,023,358
Total long-term liabilities			2,650,099				1,328,767
Total liabilities			5,564,912				3,608,316
Commitments Note 5			-				-
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; March 31, 2025- 13,668,780 and December 31, 2024- 13,665,058 shares issued and outstanding			46,554,464				46,059,318
Accumulated deficit			(6,764,974	)			(8,373,953	)
Total Idaho Strategic Resources, Inc stockholders’ equity			39,789,490				37,685,365
Non-controlling interest			2,712,748				2,727,949
Total stockholders' equity			42,502,238				40,413,314
Total liabilities and stockholders’ equity		$	48,067,150			$	44,021,630

 

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

 

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Idaho Strategic Resources, Inc. Condensed Consolidated Statements of Operations (Unaudited) For the Three-Month Periods Ended March 31, 2025 and 2024
		March 31,
		2025				2024
Revenue:
Sales of products, net		$	7,278,536			$	5,898,938
Total revenue			7,278,536				5,898,938
Costs of Sales:
Cost of sales and other direct production costs			3,030,829				2,558,913
Depreciation and amortization			549,621				501,788
Total costs of sales			3,580,450				3,060,701
Gross profit			3,698,086				2,838,237
Other operating expenses:
Exploration			1,371,433				267,848
Management			264,745				109,100
Professional services			183,738				154,244
General and administrative			237,018				160,663
Loss on sale of equipment			239,898				4,409
Total other operating expenses			2,296,832				696,264
Operating income			1,401,254				2,141,973
Other (income) expense:
Equity income on investment in Buckskin Gold and Silver, Inc			(1,346	)			(1,867	)
Timber revenue net of costs			(3,856	)			(13,357	)
(Gain) loss on investment in equity securities			-				453
Interest income			(185,395	)			(19,635	)
Interest expense			-				20,565
Total other (income) expense			(190,597	)			(13,841	)
Net income			1,591,851				2,155,814
Net loss attributable to non-controlling interest			(17,128	)			(15,295	)
Net income attributable to Idaho Strategic Resources, Inc		$	1,608,979			$	2,171,109
Net income per common share-basic		$	0.12			$	0.17
Weighted average common share outstanding-basic			13,666,321				12,513,374
Net income per common share-diluted		$	0.12			$	0.17
Weighted average common shares outstanding-diluted			13,735,770				12,673,172

 

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

 

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Idaho Strategic Resources, Inc.  Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) For the Three-Month Periods Ended March 31, 2025 and 2024
		Common Stock Shares				Common Stock Amount				Accumulated Deficit Attributable to Idaho Strategic Resources, Inc				Non- Controlling Interest				Stockholders' Equity
Balance January 1, 2024			12,397,615			$	34,963,739			$	(17,210,638	)		$	2,782,497			$	20,535,598
Contribution from non-controlling interest in New Jersey Mill Joint Venture			-				-				-				1,598				1,598
Issuance of common stock for cash, net of offering costs			127,152				847,492				-				-				847,492
Issuance of common stock for warrants exercised			147,026				823,346				-				-				823,346
Issuance of common stock for stock options exercised			5,357				29,999				-				-				29,999
Issuance of common stock for cashless stock options exercised			5,887				-				-				-				-
Net income (loss)			-				-				2,171,109				(15,295	)			2,155,814
Balance March 31, 2024			12,683,037			$	36,664,576			$	(15,039,529	)		$	2,768,800			$	24,393,847
Balance January 1, 2025			13,665,058			$	46,059,318			$	(8,373,953	)		$	2,727,949			$	40,413,314
Contribution from non-controlling interest in New Jersey Mill Joint Venture			-				-				-				1,927				1,927
Stock options issued to management, directors and employees			-				495,146				-				-				495,146
Issuance of common stock for cashless stock options exercised			3,722				-				-				-				-
Net income (loss)			-				-				1,608,979				(17,128	)			1,591,851
Balance March 31, 2025			13,668,780			$	46,554,464			$	(6,764,974	)		$	2,712,748			$	42,502,238

 

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

 

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Idaho Strategic Resources, Inc. Condensed Consolidated Statements of Cash Flows (Unaudited) For the Three-Month Periods Ended March 31, 2025 and 2024
		March 31,
		2025				2024
Cash flows from operating activities:
Net income		$	1,591,851			$	2,155,814
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			549,621				501,788
Loss on sale of equipment			239,898				4,409
Accretion of asset retirement obligation			4,887				4,575
Loss on investment in equity securities			-				453
Equity income on investment in Buckskin Gold and Silver, Inc			(1,346	)			(1,867	)
Stock-based compensation			495,146				-
Change in operating assets and liabilities:
Gold sales receivable			(254,691	)			(199,607	)
Inventories			(271,670	)			79,845
Joint venture receivable			965				482
Other current assets			41,021				27,013
Accounts payable and accrued expenses			16,192				1,142
Accrued payroll and related payroll expenses			(2,285	)			5,806
Net cash provided by operating activities			2,409,589				2,579,853
Cash flows from investing activities:
Purchases of property, plant, and equipment			(1,408,468	)			(322,596	)
Deposits on equipment			-				(123,060	)
Proceeds from sale of equipment			40,400				-
Additions to mineral property			(455,029	)			(564,355	)
Purchase of US treasury notes			(89,031	)			-
Proceeds from sale of investment in equity securities			-				5,196
Purchase of reclamation bond			(81,000	)			-
Net cash used by investing activities			(1,993,128	)			(1,004,815	)
Cash flows from financing activities:
Proceeds from sale of common stock, net of issuance cost			-				847,492
Proceeds from issuance of common stock for warrants exercised			-				823,346
Proceeds from issuance of common stock for stock options exercised			-				29,999
Principal payments on notes payable			(219,165	)			(269,015	)
Contributions from non-controlling interest			1,927				1,598
Net cash provided (used) by financing activities			(217,238	)			1,433,420
Net change in cash and cash equivalents			199,223				3,008,458
Cash and cash equivalents, beginning of period			1,106,901				2,286,999
Cash and cash equivalents, end of period		$	1,306,124			$	5,295,457
Non-cash investing and financing activities:
Deposit on equipment applied to purchase		$	194,101			$	30,719
Notes payable for equipment purchase		$	2,156,967			$	559,752
Note payable for mineral property purchase		$	-			$	650,000

 

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

 

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Idaho Strategic Resources, Inc

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

1. The Company and Significant Accounting Policies

 

These unaudited interim condensed consolidated financial statements have been prepared by the management of Idaho Strategic Resources, Inc. (“IDR”, “Idaho Strategic” or 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 condensed 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 consolidated 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 consolidated financial position and results of operations. Operating results for the three-month periods ended March 31, 2025, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2025. The effective tax rate expected for the full year ended December 31, 2025 is 0%.

 

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, 2024, in the Company’s Form 10-K as filed with the Securities and Exchange Commission on March 31, 2025.

 

Principles of Consolidation

The condensed 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 condensed 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 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 the Company’s sales of products.

 

Other Revenue Recognition-Revenue from harvest of raw timber is recognized when the performance obligation under a contract and transfer 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.

 

Mine Exploration and Development Costs

The Company expenses exploration costs as such in the period they occur. The exploration stage occurs up until the point ore reserves are identified. The pre-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 pre-development stage are capitalized as deferred development costs and include such costs for drifts, 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 pre-development stage ends when the production stage of ore reserves begins, thus entering the secondary development stage.

 

Drilling, and related costs are either classified as exploration, pre-development or secondary development, as defined above, and charged to operations as incurred, or capitalized, based on the following criteria:

 

	·	whether the costs are incurred to further define resources or exploration targets at and adjacent to existing reserve areas or intended to assist with mine planning within a reserve area;
	·	whether the drilling or development costs relate to an ore body that has been determined to be commercially mineable, and a decision has been made to put the ore body into commercial production; and
	·	whether, at the time the cost is incurred: (a) the expenditure embodies a probable future benefit that involves a capacity, singly or in combination with other assets, to contribute directly or indirectly to future net cash inflows, (b) the Company can obtain the benefit and control others’ access to it, and (c) the transaction or event giving rise to the Company’s right to or control of the benefit has already occurred.

 

If all of these criteria are met, drilling, development and related costs are capitalized. Drilling and development costs not meeting all of these criteria are expensed as incurred. The following factors are considered in determining whether or not the criteria listed above have been met, and capitalization of drilling and development costs is appropriate:

 

	·	completion of a favorable economic study and mine plan for the ore body targeted;
	·	authorization of development of the ore body by management and/or the Board of Directors; and

 

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Idaho Strategic Resources, Inc

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

1. The Company and Significant Accounting Policies (continued)

 

·

there is a justifiable expectation, based on applicable laws and regulations, that issuance of permits or resolution of legal issues and/or contractual requirements necessary for the Company to have the right to or control of the future benefit from the targeted ore body have been met.

 

Amortization of development costs is calculated using the units-of-production method over the expected life of the operation based on the estimated recoverable tonnes of mineral resources and reserves.

 

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 March 31, 2025 and December 31, 2024, the Company had no assets or liabilities that required measurement at fair value on a recurring basis.

 

Accounting for Investments in Joint Ventures (“JV”) and Equity Method Investments

Investment in JVs-For JVs where the Company holds more than 50% of the voting interest and has significant influence, the JV 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 JVs in which the Company does not have joint control or significant influence, the cost method is used. For those JVs 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 JVs and its investments therein are adjusted by a similar amount. The Company periodically assesses its investments in JVs 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, the Company’s share of the net earnings or losses of the investee are included in net income (loss) in the consolidated statements of operations. The Company evaluates 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 March 31, 2025, and December 31, 2024, the Company's 37% common stock holding of Buckskin Gold and Silver, Inc. (“Buckskin”) is accounted for using the equity method (Note 11).

 

At March 31, 2025 and December 31, 2024, the Company’s percentage ownership and method of accounting for each JV and equity method investment is as follows:

 

March 31, 2025

December 31, 2024

JV/Equity

% Ownership

Significant Influence?

Accounting Method

% Ownership

Significant Influence?

Accounting Method

NJMJV

65%

Yes

Consolidated

65%

Yes

Consolidated

Butte Highlands JV, LLC

50%

No

Cost

50%

No

Cost

Buckskin

37%

Yes

Equity

37%

Yes

Equity

 

Reclassifications

Certain prior period amounts have been reclassified to conform to the 2025 financial statement presentation. Reclassifications had no effect on net loss, stockholders’ equity, or cash flows as previously reported.

 

Investments in US Treasury Notes

The Company holds short term investments in United States Treasury notes and are classified as held to maturity based on management’s intent and ability to hold them to maturity. Such debt securities are stated at cost, adjusted for unamortized purchase premiums and discounts and are amortized using the interest method over the stated terms of the securities. Amortization of the premium or discount is included in interest income on the consolidated statement of operations.

 

Government Grant Income

The Company occasionally receives grant income from various government agencies. Government grant income is recognized in earnings on a systematic basis in a manner that mirrors how the Company recognizes underlying costs for which the grant is intended to compensate. A grant receivable is recognized for expenses or losses already incurred but for which grant funding has not yet been received. Grant funding received in excess of expenses or losses incurred is recognized as deferred revenue. If a grant is received based solely on a capital expenditure, the amount of the asset is reduced by the amount received from the grant.

 

Segment Reporting

The Company operates as a single operating segment in accordance with Accounting Standards Update (“ASU”) 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. All financial information is presented on a consolidated basis and reviewed by the Company’s Chief Executive Officer as the Chief Operating Decision Maker (CODM). The CODM uses consolidated net income, as presented in the consolidated statement of operations, to assess segment performance and allocate resources. The measure of segment assets is reported on the balance sheet as total consolidated assets.

 

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Idaho Strategic Resources, Inc

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

1. The Company and Significant Accounting Policies (continued)

 

Recent Accounting Pronouncements

In August 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-05, Business Combinations-Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement, which clarifies the business combination accounting for JV formations. The amendments in the ASU seek to reduce diversity in practice that has resulted from a lack of authoritative guidance regarding the accounting for the formation of JVs in separate financial statements. The amendments also seek to clarify the initial measurement of JV net assets, including businesses contributed to a JV. The guidance is applicable to all entities involved in the formation of a JV. The amendments are effective for all JV formations with a formation date on or after January 1, 2025. Early adoption and retrospective application of the amendments are permitted. The Company has adopted this new guidance and there was no material impact on its consolidated financial statements and disclosures due to no new JV arrangement forming on or after January 1, 2025.

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures, amending income tax disclosure requirements for the effective tax rate reconciliation and income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024 and are applied prospectively. Early adoption and retrospective application of the amendments are permitted. The Company is currently evaluating the impact of this update on its consolidated financial statements and disclosures.

 

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. The new disclosure requirements are effective for the Company's annual periods for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating the ASU to determine the impact on its consolidated financial statements and disclosures.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

 

2. Investments in US Treasury Notes

 

The table below provides the components of investments in US treasury notes held to maturity at amortized cost and fair value at March 31, 2025 and December 31, 2024.

 

March 31, 2025
		Amortized Cost				Gross Unrealized gains				Gross Unrealized losses				Fair value
US Treasury notes, current (Matures within 1 year)		$	8,077,325			$	10,675			$	-			$	8,088,000
US Treasury notes, non-current (Matures in 1-5 years)			6,995,829				87,171				-				7,083,000
Total		$	15,073,154			$	97,846			$	-			$	15,171,000
December 31, 2024
US Treasury notes, current (Matures within 1 year)		$	7,775,193			$	30,807			$	-			$	7,806,000
US Treasury notes, non-current (Matures in 1-5 years)			7,208,930				72,070				-				7,281,000
Total		$	14,984,123			$	102,877			$	-			$	15,087,000

 

Fair value of investments in US treasury notes is determined using Level 1 inputs.

 

3. Inventories

 

At March 31, 2025 and December 31, 2024, the Company’s inventories consisted of the following:

 

		March 31, 2025				December 31, 2024
Concentrate inventory
Finished goods		$	643,028			$	334,033
Total concentrate inventory			643,028				334,033
Supplies inventory
Mine parts and supplies			445,496				475,336
Mill parts and supplies			83,070				90,555
Total supplies inventory			528,566				565,891
Total		$	1,171,594			$	899,924

 

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Idaho Strategic Resources, Inc

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

4. Sales of Products

 

The Company’s products consist of both gold flotation concentrates which are sold to a single broker (H&H Metals (“H&H”)), and an unrefined gold-silver product known as doré which is sold to a precious metal refinery (Cascade Refining). At March 31, 2025, metals that had been sold but not finally settled included 6,768 ounces of which 1,543 ounces were sold at a predetermined price with the remaining 5,225 exposed to future price changes until prices are locked in based on the month of settlement. 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-month periods ended March 31, 2025 and 2024 were as follows:

 

		March 31,
		2025				2024
Gold		$	7,405,388			$	6,121,129
Silver			31,755				24,245
Less: Smelter and refining charges			(158,607	)			(246,436	)
Total		$	7,278,536			$	5,898,938

 

Sales by significant product type for the three-month periods ended March 31, 2025, and 2024 were as follows:

 

		March 31,
		2025				2024
Concentrate sales to H&H		$	7,278,536			$	5,898,938
Dore sales to refinery			-				-
Total		$	7,278,536			$	5,898,938

 

At March 31, 2025 and December 31, 2024 the gold sales receivable balance of $1,833,385, and $1,578,694, respectively, consisted only of amounts due from H&H. There is no allowance for doubtful accounts.

 

5. Related Party Transactions

 

The Company leases office space from certain related parties on a month-to-month basis. $2,000 per month is paid to NP Depot LLC, a company owned by the Company’s president, John Swallow and approximately $1,700 is paid quarterly to Mine Systems Design, Inc. which is partially owned by the Company’s vice president, Grant Brackebusch. Payments under these short-term lease arrangements are included in general and administrative expenses on the Consolidated Statement of Operations and for the three-month periods ended March 31, 2025 and 2024 are as follows:

 

	March 31,
		2025				2024
		$	7,688			$	7,620

 

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Idaho Strategic Resources, Inc

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

6. JV Arrangements

 

NJMJV Agreement

The Company owns 65% of the NJMJV and has significant influence in its operations. Thus, the JV is included in the consolidated financial statements along with presentation of the non-controlling interest. At March 31, 2025 and December 31, 2024, an account receivable existed with Crescent Silver, LLC (“Crescent”), the other JV participant, for $1,927 and $2,892, respectively, for shared operating costs as defined in the JV agreement. This account receivable is included in the Balance Sheet as Joint venture receivable.

 

Butte Highlands JV, LLC

On January 29, 2016, the Company purchased a 50% interest in Butte Highlands JV, LLC (“BHJV”) for a total consideration of $435,000. Highland Mining, LLC (“Highland”) is the other 50% owner and manager of the JV. 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 JV’s activities, it accounts for its investment on a cost basis.

 

7. Earnings per Share

 

Net income (loss) per share is computed by dividing the net amount excluding net income (loss) attributable to a non-controlling interest by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share reflects the potential dilution that could occur from common shares issuable through stock options, warrants, and other convertible securities. Such common stock equivalents are included or excluded from the calculation of diluted net income (loss) per share for each period as follows:

 

		March 31, 2025				March 31, 2024
		Three-Months				Three-Months
Incremental shares included in diluted net income per share
Stock options			69,449				109,243
Stock purchase warrants			-				50,555
			69,449				159,798

 

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Idaho Strategic Resources, Inc

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

8. Property, Plant, and Equipment

 

Property, plant and equipment at March 31, 2025 and December 31, 2024 consisted of the following:

 

		March 31, 2025				December 31, 2024
Mine Equipment		$	10,230,346			$	8,223,596
Accumulated Depreciation			(3,919,876	)			(3,845,349	)
Total Mine Equipment			6,310,470				4,378,247
Mill Equipment			8,529,039				7,580,452
Accumulated Depreciation			(2,709,346	)			(2,453,673	)
Total Mill Equipment			5,819,693				5,126,779
Buildings			3,068,069				2,715,931
Accumulated Depreciation			(308,915	)			(295,595	)
Total Buildings			2,759,154				2,420,336
Land			978,703				978,703
Total		$	15,868,020			$	12,904,065

 

9. Mineral Properties

 

Mineral properties at March 31, 2025 and December 31, 2024 consisted of the following:

 

		March 31, 2025				December 31, 2024
Golden Chest
Mineral Property		$	5,159,084			$	5,159,084
Infrastructure			5,177,358				4,722,328
Total Golden Chest			10,336,442				9,881,412
New Jersey			256,768				256,768
McKinley-Monarch			200,000				200,000
Potosi			150,385				150,385
Park Copper/Gold			78,000				78,000
Eastern Star			250,817				250,817
Oxford			40,000				40,000
Accumulated Amortization			(318,372	)			(284,033	)
Total		$	10,994,040			$	10,573,349

 

For the three-month periods ended March 31, 2025 and 2024, interest expense was capitalized in association with infrastructure at the Golden Chest Mine as follows.

 

		March 31, 2025				March 31, 2024
		$	43,387			$	19,377

 

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Idaho Strategic Resources, Inc

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

10. Notes Payable

 

At March 31, 2025 and December 31, 2024, notes payable are as follows:

 

		March 31, 2025				December 31, 2024
Mine Equipment
Monthly payments of $127,288 and $55,803 as of March 31, 2025 and December 31, 2024, respectively		$	2,804,567			$	962,384
Mill Equipment
Monthly payments of $15,621 and $11,498 as of March 31, 2025 and December 31, 2024, respectively			640,537				540,773
Buildings/Land
Monthly payments of $2,500 and $2,500 as of March 31, 2025 and December 31, 2024, respectively			225,437				229,582
Total notes payable			3,670,541				1,732,739
Due within one year			1,330,738				709,381
Due after one year		$	2,339,803			$	1,023,358

 

All notes are collateralized by the property or equipment purchased in connection with each note. Future principal payments of notes payable at March 31, 2025 are as follows:

 

4/1/2025 – 3/31/2026		$	1,330,738
4/1/2026 – 3/31/2027			964,215
4/1/2027 – 3/31/2028			774,268
4/1/2028 – 3/31/2029			322,314
4/1/2029 – 3/31/2030			279,006
Total		$	3,670,541

 

11. Investment in Buckskin

 

The investment in Buckskin is being accounted for using the equity method and resulted in recognition of equity income on the investment of $1,346 and $1,867 for the respective three-month periods ended March 31, 2025 and 2024. The Company makes an annual payment of $12,000 to Buckskin per a mineral lease covering 218 acres of patented mining claims. As of March 31, 2025, the Company holds 37% of Buckskin’s outstanding shares.

 

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Idaho Strategic Resources, Inc

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

12. Stockholders’ Equity

 

 

Stock Issuance Activity

 

In the first quarter of 2025 the Company issued common stock as follows:

 

·

Issued 3,722 shares of common stock for outstanding stock options via cashless exercises by employees.

 

Stock Purchase Warrants Outstanding

 

There was no activity in the Company’s stock purchase warrants since December 31, 2024, therefore there were no stock purchase warrants outstanding at March 31, 2025. Activity in stock purchase warrants is as follows:

 

		Number of Warrants				Exercise Prices
Balance December 31, 2023			289,294			$	5.60-7.00
Exercised			(147,026	)		$	5.60
Balance March 31, 2024			142,268			$	5.60-7.00
Exercised			(142,268	)		$	5.60-7.00
Balance December 31, 2024 and March 31, 2025			-			$	-

 

13. Stock Options

 

On January 15, 2025, the Company granted 400,000 stock options to employees with an exercise price of $11.50. These options expire on January 15, 2028, and vest equally on June 30, 2025, December 31, 2025, June 30, 2026 and December 31, 2026 (Exhibit 10.1) The stock-based compensation expense for these options in the current period was $495,146. 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 follow:

 

Fair value		$	1,901,360
Options issued			400,000
Exercise price		$	11.50
Expected term (in years)			3.0
Risk-free rate			4.34	%
Volatility			64.2	%

 

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

 

		Number of Options				Weighted Average Exercise Prices
Balance December 31, 2023			477,449			$	5.47
Exercised			(22,073	)		$	5.50
Forfeited			(10,144	)		$	5.50
Balance March 31, 2024			445,232			$	5.47
Exercised			(354,517	)		$	5.53
Forfeited			(13,715	)		$	5.52
Balance December 31, 2024			77,000			$	5.17
Granted			400,000			$	11.50
Exercised			(6,000	)		$	5.25
Outstanding at March 31, 2025			471,000			$	10.55

 

In the first quarter of 2025, 6,000 options were exchanged for 3,722 shares in cashless exercises by employees. The intrinsic value of these options was $51,476. At March 31, 2025, outstanding stock options have a weighted average remaining term of approximately 2.44 years and have an intrinsic value of $1,773,200.

 

14. Subsequent Events

 

Subsequent to March 31, 2025:

 

	·	380,000 shares of common stock have been issued for net proceeds of $6,246,713.
	·	11,000 stock options were exchanged for 7,658 shares of common stock in cashless exercises by employees.

 

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Forward-Looking Statements

Certain statements contained in this Form 10-Q, including in Management’s Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Market Risk, are intended to be covered by the safe harbor provided for under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company’s forward-looking statements include current expectations and projections about future results, performance, results of litigation, prospects and opportunities, including reserves and other mineralization. The Company has tried to identify these forward-looking statements by using words such as “may,” “will,” “expect,” “anticipate,” “believe,” “intend,” “feel,” “plan,” “estimate,” “project,” “forecast” and similar expressions. These forward-looking statements are based on information currently available to the Company and are expressed in good faith and believed to have a reasonable basis. However, these forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause the Company’s actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.

 

These risks, uncertainties and other factors include, but are not limited to, those set forth under Part I, Item 1A.–Risk Factors in the Company’s 2024 Form 10-K and in Part II, Item 1.A.-Risk Factors in this Form 10-Q. Given these risks and uncertainties, readers are cautioned not to place undue reliance on these forward-looking statements. All subsequent written and oral forward-looking statements attributable to Idaho Strategic or to persons acting on the Company’s behalf are expressly qualified in their entirety by these cautionary statements. Except as required by federal securities laws, the Company does not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Plan of Operation

Idaho Strategic is a gold producer and critical minerals/rare earth element (“REE”) exploration company focused on a diversified asset base and cash flows from operations. Its portfolio of mineral properties are located in the historic producing silver and gold districts of the Coeur d’Alene Mining region of north Idaho and the Elk City region of north-central Idaho, as well as the historic REE-Thorium Belt located near the city of Salmon 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 technical and operating skills to build a portfolio of producing mines and milling operations with a focus on gold production and exploration for REEs.

 

The Company’s gold properties include: the Golden Chest Mine (currently in production), and the New Jersey Mill (majority ownership interest), as well as the Eastern Star exploration property and other less advanced properties. The Company’s primary focus as it relates to its gold properties is to continue to grow production at the Golden Chest Mine and look to reinvest the cash flow into both the Golden Chest, the New Jersey Mill, and furthering its exploration efforts near the Golden Chest, as well as at its REE properties.

 

In addition to its gold properties, Idaho Strategic has three REE exploration properties in Idaho known as Lemhi Pass, Diamond Creek, and Mineral Hill. Following observation of industry dynamics and in early response to events impacting long-term domestic critical mineral supply and demand trends, the Company’s strategic expansion into REE’s also aids in diversifying its holdings. The Company believes the anticipated demand for these elements in the electrification of motorized vehicles, defense spending, and a renewed focus on the United States’ domestic critical minerals supply chain security may benefit domestic holders of such assets. The Company also believes it has a first-mover advantage with its addition of recognized REE land holdings in Idaho. To date, Idaho Strategic has conducted numerous exploration programs on its REE properties which include drilling, trenching, sampling, and mapping of certain areas within the Company’s 19,090-acre landholdings.

 

Idaho Strategic has been able to demonstrate and utilize its track record of operations and experience in mining, milling, and exploring at the Golden Chest to develop relationships with different state government agencies, universities, national labs, and other government and non-government entities to advance its REE exploration activities on multiple fronts. Idaho Strategic plans to continue to look for additional partnerships to find mutually beneficial solutions to advance the U.S.' domestic REE supply chain.

 

Critical Accounting Estimates

The Company has, besides its estimates of the amount of depreciation on its assets, two critical accounting estimates. The ounces of gold contained in 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 shipment date and estimated and actual final settlement date. Also, the reclamation bond obligation on the Company’s balance sheet is based on an estimate of the future cost to recover and remediate its properties as required by permits upon cessation of operations and may differ when operations are actually ceased.

 

The Company’s 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, the Company can 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 the Company’s concentrate sales is adjusted to fair value through earnings each period prior to final settlement. It is unlikely a significant reversal of revenue for the concentrate receivable will occur upon final settlement of the lots. As such, the Company uses the expected value method to price the concentrate until the final settlement date occurs, at which time the final transaction price is known. At March 31, 2025, metals that had been sold but not finally settled included 6,768 ounces of which 1,543 ounces were sold at a predetermined price with the remaining 5,225 exposed to future price changes until prices are locked in based on the month of settlement. The Company has received provisional payments on the sale of these ounces with the remaining amount due reflected in gold sales receivable.

 

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The asset retirement obligation and asset on the Company’s balance sheet is based on an estimate of the future cost to recover and remediate its properties as required by permits upon cessation of operations and may differ when operations are actually ceased. At March 31, 2025 the Company reviewed its December 31, 2024 estimate that the cost of the machine and man hours probable to be needed to put its properties in the condition required by permits once operations are ceased. The March 31, 2025 estimated costs would be $104,000 for the Golden Chest Mine property and $224,000 for the New Jersey Mine and Mill. For purposes of the estimate, the Company evaluated the expected life in years and costs that, initially, are comparable to rates that it would incur at the present. An expected present value technique is used to estimate the fair value of the liability. This includes inflating the estimated costs in today’s dollars using a reasonable inflation rate up to the date of expected retirement and discounting the inflated costs using a credit-adjusted risk-free rate. Upon initial recognition of the liability, the carrying amount of the related long-lived asset is increased by the same amount. The liability is accreted over time through periodic charges to earnings. In addition, the asset retirement cost is amortized over the life of the related asset. The Company is adding to the liability each year, and amortizing the asset over the estimated life, which decreases net income in total each year. Changes resulting from revisions to the timing or amount of the original estimate of undiscounted cash flows are recognized as either an increase or a decrease in the carrying amount of the liability for an asset retirement obligation and the related asset retirement cost capitalized as part of the carrying amount of the related long-lived asset. Upward revisions of the amount of undiscounted estimated cash flows are discounted using the current credit-adjusted risk-free rate. Downward revisions in the amount of undiscounted estimated cash flows are discounted using the credit-adjusted risk-free rate that existed when the original liability was recognized. The Company reviews, on an annual basis, unless otherwise deemed necessary, the asset retirement obligations. Separately, the Company accrues costs associated with environmental remediation obligations when it is probable that such costs will be incurred and able to be reasonably estimated.

 

Highlights during the first quarter of 2025 include:

 

REE Exploration

 

·

During the quarter the Company announced its REE exploration plans for the 2025 field season.

 

Golden Chest/Operations

 

	·	At the Golden Chest, ore mined from underground stopes totaled approximately 11,400 tonnes with all of the tonnage coming from H-Vein stopes.
	·	A total of 176 meters of exploration drifting were completed during the first quarter. Once that was complete, the development crews moved to the Main Access Ramp (“MAR”) and completed 77 meters of ramping and started a ventilation/escapeway raise. A total of 3,430 cubic meters of backfilling was also completed during the quarter.
	·	For the quarter ended March 31, 2025, a total of 11,337 dry metric tonnes (“dmt”) were processed at the Company’s New Jersey Mill with a flotation feed head grade of 8.67 gpt gold and gold recovery of 91.7%.
	·	Significant progress was made at the New Jersey Mill in the construction of the new tailings filtration circuit which was 80% complete at the end of the first quarter. Commissioning of the tailings filtration circuit will take place in the second quarter.
	·	An exploration program consisting of primarily surface core drilling was continued during the first quarter. A total of 4,230 meters of drilling was completed on various targets including the Paymaster, the Jumbo, and the H-vein.. Underground drilling was restarted near the end of quarter with drilling focused on exploring the Klondike area and targeting the newly found Red Star zone and northerly projections of the H-vein.

 

Results of Operations 

Idaho Strategic’s financial performance during the quarter is summarized below:

 

	·	Revenue increased 23.4% to $7,278,536 from $5,898,938 for the three-month periods ended March 31, 2025 and 2024 respectively. The increase in revenue was due to the increased average gold price realized on ounces sold which was $1,968.28 in the first quarter of 2024 and $2,848.74 in the first quarter of 2025.
	·	Gross profit as a percentage of sales increased slightly from 48.1% in the first quarter of 2024 to 50.8% in the first quarter of 2025.
	·	Exploration expense increased significantly in the first quarter of 2025 when compared to the same period in the prior year due to core drilling that ran through the entire first quarter this year versus none in the first quarter last year. This quarterly exploration expense is expected to continue, and may increase, throughout the remainder of 2025 as the Company continues to invest in the future of the Golden Chest and advance other exploration properties.
	·	Operating income for the three-month period ended March 31, 2025 was $1,401,254 which is a decrease of $740,719 from operating income of $2,141,973 in the first quarter of 2024. The decrease is due to the increase in exploration expense when compared to the three-month period ended March 31, 2024.
	·	Other income increased $176,756 from income of $13,841 in the first quarter of 2024, to income of $190,597 in the same period in 2025. The increase was from increased interest income and gains on US treasuries from the company’s short term investment account which was not in place yet in the first quarter of 2024.
	·	Net income for the three-month period ended March 31, 2025 was $1,591,851 compared to $2,155,814 in 2024. The decrease in net income is due to the large increase in exploration expense, as well as the stock-based compensation expense of $495,146 in this period and none in the same period in 2024.

 

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	·	The consolidated net income for the three-month periods ended March 31, 2025 and 2024 included non-cash charges as follows: depreciation and amortization of $549,621 ($501,788 in 2024), loss on sale of equipment of $239,898 ($4,409 in 2024), accretion of asset retirement obligation of $4,887 ($4,575 in 2024), loss on investment in equity securities of $0 ($453 in 2024), equity income on investment in Buckskin of $1,346 ($1,867 in 2024), and stock-based compensation expense of $495,146 (none in 2024).
	·	Cash cost per ounce for the three-month period ended March 31, 2025 remained flat compared to the same period in 2024 as the Company continues to stay diligent in keeping production costs low.
	·	All in sustaining cost per ounce increased during the three-month period ended March 31, 2025 compared to the same period in 2024 due to an increase in exploration costs from underground and surface drilling at the Golden Chest Mine. Adjusted all in sustaining costs without exploration expenses were $993.74 and $1,115.11 per ounce for the three-month periods ended March, 31 2025 and 2024, respectively.

 

Cash Costs and All In Sustaining Costs (“AISC”) Reconciliation to Generally Accepted Accounting Principles (“GAAP”)

 

Reconciliation of cost of sales and other direct production costs and depreciation, depletion, and amortization (GAAP) to cash cost per ounce and 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-month periods ended March 31, 2025, and 2024.

 

Cash cost per ounce is an important operating measure that is utilized to measure operating performance. AISC per ounce is an important measure that is utilized 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. During 2024, the Company changed the way sustaining capital is calculated to better reflect actual costs required to sustain mining operations. Prior periods have been restated in the table below to reflect this change.

 

		March 31,
		2025				2024
Cost of sales and other direct production costs and depreciation, depletion, and amortization		$	3,580,450			$	3,060,701
Less depreciation, depletion, amortization and stock-based compensation			(854,755	)			(501,788	)
Change in inventory			(271,670	)			79,845
Cash Cost		$	2,454,025			$	2,638,758
Exploration			1,371,433				267,848
Less REE exploration costs			(103,672	)			(87,145	)
Sustaining capital			624,244				682,827
General and administrative			237,018				160,663
Less stock-based compensation and other non-cash items			(433,451	)			(7,570	)
AISC		$	4,149,597			$	3,655,381
Divided by ounces produced			2,900				3,116
Cash cost per ounce		$	846.22			$	846.84
AISC per ounce		$	1,430.90			$	1,173.10

 

Financial Condition and Liquidity

 

		For the Three-Months Ended March 31,
Net cash provided (used) by:		2025				2024
Operating activities		$	2,409,589			$	2,579,853
Investing activities			(1,993,128	)			(1,004,815	)
Financing activities			(217,238	)			1,433,420
Net change in cash and cash equivalents			199,223				3,008,458
Cash and cash equivalents, beginning of period			1,106,901				2,286,999
Cash and cash equivalents, end of period		$	1,306,124			$	5,295,457

 

The Company is currently producing profitably from 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 profitable 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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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 March 31, 2025, the Company’s President, who also serves as Chief Executive Officer and Vice President, who also serves as Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s 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 the Company’s disclosure controls were effective as of March 31, 2025, 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 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 March 31, 2025.

 

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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 quarter of 2025, 3,722 shares of common stock were issued for outstanding stock options via cashless exercise.

 

In the first quarter of 2024, 147,026 shares of common stock were issued in exchange for outstanding warrants for net proceeds of $823,346. 5,357 shares of common stock were issued in exchange for outstanding stock options for net proceeds of $29,999 and 5,887 shares of common stock were issued for outstanding stock options via cashless exercise.

 

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		Registrant’s Grant of Options to Employees and Directors of the Company dated January 15, 2025, incorporated herein by reference to the Company’s Form 8-K as filed with the Securities and Exchange Commission on January 17, 2025.
19*		Insider trading policy
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 herewith.

 

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Table of Contents

 

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 May 8, 2025
	By:	/s/ Grant Brackebusch
		Grant Brackebusch,
		its: Vice President and Chief Financial Officer
		Date: May 8, 2025

 

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