Item 2.01 Completion of Acquisition or Disposition of Assets.
Item
2.01 of the Initial Form 8-K is hereby amended as follows:
The
section titled “Security Ownership of Certain Beneficial Owners and Management” under Item 2.01 of the Initial
Form 8-K is hereby amended and restated in its entirety to reflect the adjusted conversion rate for the Replacement Notes and Warrants:
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Beneficial
ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.
In accordance with SEC rules, shares of Common Stock which may be acquired upon exercise of stock options or warrants which are currently
exercisable or which become exercisable within sixty (60) days of the date of the applicable table below are deemed beneficially owned
by the holders of such options and warrants and are deemed outstanding for the purpose of computing the percentage of ownership of such
person, but are not treated as outstanding for the purpose of computing the percentage of ownership of any other person. Subject to community
property laws, where applicable, the persons or entities named in the tables below have sole voting and investment power with respect
to all shares of Common Stock indicated as beneficially owned by them.
The
following table sets forth information with respect to the beneficial ownership of Common Stock as of January 23, 2023, by (i) each stockholder
known by us to be the beneficial owner of more than 5% of Common Stock (the Company’s only class of voting securities), (ii) each
of the directors and executive officers, and (iii) all of the directors and executive officers as a group. To the best knowledge of the
Company, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the
shares of Common Stock beneficially owned by such person, except to the extent such power may be shared with a spouse. To the knowledge
of the Company, none of the shares listed below are held under a voting trust or similar agreement, except as noted. Other than the Exchange,
to the knowledge of the Company, there is no arrangement, including any pledge by any person of securities of the Company or any of its
parents, the operation of which may at a subsequent date result in a change in control of the Company.
| Name and Address of Beneficial Owner(1) | |
Number of
Shares
Beneficially
Owned | | |
Percentage
of
Beneficial
Ownership | |
| Named Executive Officers and Directors | |
| | |
| |
| Robert Scannell – Director, Chief Financial Officer, and Treasurer | |
| 18,867,334 | (2) | |
| 8.7 | % |
| Steven Rudofsky – Chief Executive Officer and President | |
| 22,093,334 | (3) | |
| 10.4 | % |
| Andrew Brodkey – Director, Chief Operating Officer, and Secretary | |
| 10,170,934 | (4) | |
| 4.8 | % |
| Shaun Dykes – Director, Vice President -Exploration | |
| 8,478,200 | (5) | |
| 4.0 | % |
| John Moeller – Director | |
| 2,680,000 | (6) | |
| 1.3 | % |
| All current directors and executive officers as a group (5 persons) | |
| 62,289,802 | | |
| 29.2 | % |
| | |
| | | |
| | |
| 5% Stockholders | |
| | | |
| | |
| Multi-Metal Development Limited | |
| 128,787,400 | (7) | |
| 61.4 | % |
| JHP Holdings Inc. | |
| 16,644,820 | (8) | |
| 8.2 | % |
| Elatam Family Trust | |
| 35,443,000 | (9) | |
| 16.1 | % |
| (1) |
Unless
indicated otherwise, the address of all the persons listed above is c/o the Company at 800 W. Main St, Ste 1460 Boise, ID 83702. |
| (2) |
Consists of: (1) 2,680,000 shares of Common Stock owned by Mr. Scannell and 1,407,000 shares of Common Stock of Feehan Partners LLP (“Feehan”) that Mr. Scannell, as General Partner of Feehan, has discretionary authority to vote and dispose of the shares held by Feehan and may be deemed to be the beneficial owner of these shares; (2) 5,360,000 shares of Common Stock underlying vested options that he holds pursuant to the 2022 Incentive Stock Options; (3) 2,680,000 shares of Common Stock underlying the 2021 Warrants held directly by Mr. Scannell and 1,407,000 shares of Common Stock underlying the 2021 Warrants held by Feehan that Mr. Scannell could be deemed to beneficially own; and (4) 2,666,667 shares of Common Stock underlying the 2023 Replacement Warrants and 2,666,667 shares of Common Stock underlying the Replacement Note held by Feehan that Mr. Scannell could be deemed to beneficially own. |
| |
|
| (3) |
Consists of: (1) 11,725,000 shares of Common Stock owned by Mr. Rudofsky; (2) 5,360,000 shares of Common Stock underlying vested options that he holds pursuant to the 2022 Incentive Stock Options; (3) 1,675,000 shares of Common Stock underlying the 2021 Warrants held by Mr. Rudofsky; and (4) 1,666,667 shares of Common Stock underlying the 2023 Replacement Warrants and 1,666,667 shares of Common Stock underlying the Replacement Note held by Mr. Rudofsky. |
| |
|
| (4) |
Consists of: (1) 1,098,800 shares of Common Stock owned by Mr. Brodkey; (2) 5,360,000 shares of Common Stock underlying vested options that he holds pursuant to the 2022 Incentive Stock Options; (3) 1,098,800 shares of Common Stock underlying the 2021 Warrants held by Mr. Brodkey; and (4) 1,306,667 shares of Common Stock underlying the 2023 Replacement Warrants and 1,306,667 shares of Common Stock underlying the Replacement Note held by Mr. Brodkey. |
| |
|
| (5) |
Consists of: (1) 1,159,100 shares of Common Stock owned by Mr. Dykes; (2) 5,360,000 shares of Common Stock underlying vested options that he holds pursuant to the 2022 Incentive Stock Options; (3) 1,159,100 shares of Common Stock underlying the 2021 Warrants held by Mr. Dykes; and (4) 400,000 shares of Common Stock underlying the 2023 Replacement Warrants and 400,000 shares of Common Stock underlying the Replacement Note held by Mr. Dykes. |
| |
|
| (6) |
Consists of 2,680,000 shares of Common Stock underlying vested options that Dr. Moeller holds pursuant to the 2022 Incentive Stock Options. |
| |
|
| (7) |
Consists of (1) 121,343,700 shares of Common Stock owned by Multi-Metal Development Limited; and (2) 7,443,700 shares of Common Stock underlying the 2021 Warrants held by Multi-Metal Development Limited (“MMD”). MMD is a public company traded on the Toronto Stock Exchange (TSXV: MLY) and the Board of Directors of MMD share voting and dispositive power over the shares of the Company. The address for MMD is 638 Millbank Road Vancouver, BC V5Z 4B7 Canada |
| |
|
| (8) |
JHP Holdings, Inc. holds a total of 16,644,820 shares of the Company’s common stock. As the shareholder and executive director of JHP Holdings, Inc., Mr. Lata is the beneficial owner of the shares of the Company held by JHP Holdings, Inc. The address for the foregoing entity is 701 S. Carson Street, Suite 200, Carson City, NV, 89701. |
| |
|
| (9) |
Consists of (1) 17,721,500 shares of Common Stock owned by the Elatam Family Trust; and (2) 17,721,500 shares of Common Stock underlying the 2021 Warrants held by the Elatam Family Trust. As a director of the Elatam Family Trust, Mr. Mohammad Elatam had voting and dispositive power over these shares and may be deemed to be the beneficial owner of such shares. |
The
sections title “Warrants”
and “Other Convertible Securities” under the “Description
of Registrant’s Securities” in Item 2.01 of the Initial Form 8-K are
hereby amended and restated in their entirety to reflect the adjusted conversion rate for the Replacement Notes and Warrants:
Warrants
At
the Closing, the Company assumed all ICUMO’s obligations pursuant to the 2021 Warrants, which are now exercisable to purchase shares
of Common Stock, at an exercise price of $0.15, until December 21, 2024. The Company assumed warrants exercisable for up to 41,540,000
shares of Common Stock.
At
the Closing, the Company exchanged the 2023 Warrants for the Replacement Warrants. Pursuant to the Replacement Warrants, the Company
warrants to sell an aggregate of 11,973,333 shares of Common Stock to the Warrantholders at an exercise price of $0.15 per share until
five years from January 9, 2023. The exercise price may be adjusted to account for stock dividends payable in shares of Common Stock,
subdivisions, or split-ups of shares of Common Stock or similar corporate events.
Other
Convertible Securities
At
the Closing, the Company exchanged the Notes for Replacement Notes. Pursuant to the Replacement Notes, the Company has outstanding convertible
secured promissory notes in the principal amount of $898,000, which are secured by a first priority lien on all of the assets and mining
claims of the Company, other than certain patented lode mining claims that represent approximately 7.3% of the CuMo Project. The Replacement
Notes are convertible into shares of Common Stock at a conversion price of $0.075 per share. The conversion price can be adjusted based
on stock splits, stock combinations, recapitalization, or other similar transactions.
As
of January 23, 2023, other than the securities described above, the Company does not have any outstanding convertible securities.
The
other information set forth in Item 2.01 of the Initial Form 8-K is incorporated by reference as if fully set forth herein.