IDR Idaho Strategic Resources Inc

Item 3.02 Unregistered Sales of Equity Securities.

On February 6, 2023, Idaho Strategic Resources, Inc. (the “Company”) closed subscriptions of US$878,500.00 in a non-brokered private placement (the “Private Placement”) with a small group of investors which included one affiliate, John Swallow, President & CEO. Proceeds from the private placement will be used for general working capital.

The Private Placement consisted of shares issued at US$5.50 per common share of restricted common stock to non-affiliate participants for a total of $678,500 and $5.70 per common share of restricted common stock to affiliate, John Swallow, for a total of $200,000.00. No warrants were issued in connection with the Private Placement. A total of 158,453 restricted Common Shares were issued pursuant to the Private Placement.

The above-described sale and issuance of common shares were not registered under the Securities Act of 1933, as amended (“Securities Act”), or the securities laws of any state, are subject to resale restrictions and may not be offered or sold in the United States absent registration under the Securities Act. The foregoing sale of securities has been determined to be exempt from registration in reliance on Section 4(a)(2) of the Securities Act and the safe harbor provided by Rule 506(b) of Regulation D promulgated thereunder, as transactions by an issuer not involving a public offering, in which the investors are accredited and have acquired the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof. The Company has also relied on the exclusion from registration provided by Rule 903 of Regulation S under the Securities Act to offer and sell shares to the foreign subscriber.