Form 8-K

8-K — Idaho Copper Corp

Accession: 0001493152-26-036992

Filed: 2026-08-11

Period: 2026-07-06

CIK: 0001263364

SIC: 1000 (METAL MINING)

Item: Entry into a Material Definitive Agreement

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

EX-10.4 (ex10-4.htm)

EX-10.5 (ex10-5.htm)

EX-99.1 (ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001263364

2026-07-06

0001263364

COPR:CommonStockParValue0.001PerShareMember

2026-07-06

0001263364

COPR:CommonStockPurchaseWarrantMember

2026-07-06

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report: July 6, 2026

IDAHO

COPPER CORPORATION

(Exact

name of Registrant as specified in its Charter)

Nevada

001-43386

98-0221494

(State

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

800

W. Main Street, Suite 1460, Boise, Idaho 83702

(Address

of Principal Executive Offices)

208-274-9220

(Registrant’s

Telephone Number, including area code)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under

any of the following provisions (see general instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbols(s)

Name

of each exchange on which registered

Common

Stock, par value $0.001 per share

COPR

NYSE

American LLC

Common

Stock Purchase Warrant

COPR

NYSE

American LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

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. ☐

Item

1.01. Entry into a Material Definitive Agreement.

The

disclosure in Item 5.02 below is incorporated by reference into this Item 1.01.

Item

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

connection with the listing of the common stock of Idaho Copper Corporation (the “Company”) on the NYSE American LLC

(“NYSE”), on or about July 6, 2026, the Company appointed Gil Atzmon, David Herksovits, Dr. John Moeller, and Corey

Redfield as members of the Board of Directors of the Company. Each of these directors qualify as “independent” under NYSE’s

listing rules. The following committees of the Board of Directors were also created, and their members and chairpersons are as follows:

● Audit

Committee: David Herksovits (Chairman), and Dr. John Moeller, and Corey Redfield

● Compensation

Committee: Corey Redfield (Chairman), Gil Atzmon, and Steven Rudofsky

● Nominating

and Corporate Governance Committee: Dr. John Moeller (Chairman), David Herksovits, and Steven

Rudofsky

Gil

Atzmon

Mr.

Atzmon has over 40 years’ experience in the energy and mineral sector, including positions as a field engineer in the oil services

sector, an investment fund manager, an investment banker, and a mining executive. He was the Chairman, Chief Executive Officer and a

Director of Zazu Metals, which he founded in November 2006, before its acquisition by Solitario Resources Corporation in June 2017. Mr.

Atzmon has served as a director of Solitario Resources Corporation since June 2017 and was recently named its Chairman. Prior to that,

from 2001 to 2002, Mr. Atzmon acted as Vice President, Corporate Development of Ivanhoe Mines Ltd. From 2000 to 2001, he served as a

global energy and mining specialist in institutional equity sales for BNP Paribas. From 1998 to 2000, Mr. Atzmon was Chief Investment

Strategist and Portfolio Manager for US Global Investors, Inc. Mr. Atzmon holds a Bachelor’s degree in Geology and Geography from

Columbia College, Columbia University and obtained a Master’s degree in Energy and Mineral Resources from the University of Texas

at Austin, Texas.

Corey

Redfield

Mr.

Redfield is a commodities trader with extensive experience managing commodity price risk and investing in commodities-based companies.

Most recently, from March 2018 to September 2021, he was a senior commodities trader at Cargill Inc. Prior to that, from January 2006

to October 2011, Mr. Redfield served as a senior trader at a large midwestern hedge fund. He was as adjunct professor of finance at the

University of Minnesota from April 2002 to October 2008 and January 2021 to May 2017, and Vanderbilt University from August 2015 to December

2015. Mr. Redfield holds a Geology degree from the University of Minnesota-Morris and a Master’s degree from Vanderbilt University.

He is also a Chartered Financial Analyst.

David

Herksovits

Mr.

Herskovits is a retired audit partner of Deloitte & Touche LLP. Mr. Herskovits joined Deloitte in September 1974, was admitted to

the partnership in 1985, and retired in 2013. During his career, Mr. Herskovits was responsible for major audit engagements for public

and private companies. He also served in several technical and quality assurance roles at the firm. Mr. Herskovits has served as a Director

of Camber Energy, Inc. since 2023 (and was a Director of its predecessor, Viking Energy Group, Inc. from 2018-2023). Mr. Herskovits received

his Bachelor’s degree from Cornell University and his Master’s degree from Harvard University.

Dr.

John Moeller

Dr.

Moeller is an environmental engineer with broad experience in the permitting, development, and regulatory infrastructure of mining projects

in Idaho. From approximately June 2010 to February 2019, Dr. Moeller represented the Idaho Copper project before state, local, and federal

agency officials, and led the project’s highly visible environmental assessment process. Previously, he managed water quality and

hazardous materials programs at the Idaho Department of Environmental Quality from approximately January 1981 to May 1990. Early in his

career, he co-founded a state and federal interagency task force to permit and develop an open pit molybdenum mine in the headwaters

of Idaho’s Salmon River. He chaired a governor-appointed task force to develop regulations for utilizing cyanide to leach precious

metals from ores. That negotiated rule making was supported by a wide array of shareholders and approved by the legislature. He was awarded

an EPA Bronze Medal for his work with hazardous waste and pollution prevention programs. He established the Boise, Idaho, office and

was vice president of a national civil and environmental engineering firm from June 1990 to June 1998. Dr. Moeller was a Principal and

served as Vice President of Environmental Services and Director at Forsgren Associates from June 1998 to February 2019. He conceived,

founded, moderated, and co-hosted Idaho Wastewater Reuse Conferences. From 2005 until 2017, he served as an adjunct faculty at Boise

State University where he taught Water Quality Management for upper class and graduate students. Dr. Moeller received his Bachelor of

Science in Electrical Engineering and Master of Science in Zoology (Water Quality) from the University of Kentucky. He received his PhD

in Biology/Zoology (Water Quality) from Idaho State University.

Director

Agreements

connection with the new director appointments and the listing of the Company’s common stock on the NYSE, the Company entered into

director and indemnification agreements with the Company’s non-employee directors, Gil Atzmon, David Herksovits, Dr. John Moeller,

Corey Redfield, and Steven Rudofsky.

Pursuant

to Mr. Atzmon’s director and indemnification agreements, dated July 2, 2026, (i) Mr. Atzmon will serve a director of the Company,

(ii) the Company will pay Mr. Atzmon annual fees of $25,000 in cash, and $35,000 in stock payable quarterly on the first day of each

fiscal quarter beginning August 1, 2026, and valued based on the closing price listed on the NYSE as of the date of the agreement, and

(iii) the Company will indemnify Mr. Atzmon for any losses incurred by Mr. Atzmon as a result of Mr. Atzmon’s service as a director

of the Company.

Pursuant

to Mr. Herskovits’s director and indemnification agreements, dated July 2, 2026, (i) Mr. Herskovits will serve a director of the

Company, (ii) the Company will pay Mr. Herskovits annual fees of $25,000 in cash, and $35,000 in stock payable quarterly on the first

day of each fiscal quarter beginning August 1, 2026, and valued based on the closing price listed on the NYSE as of the date of the agreement,

and (iii) the Company will indemnify Mr. Herskovits for any losses incurred by Mr. Herskovits as a result of Mr. Herskovits’s service

as a director of the Company.

Pursuant

to Dr. Moeller’s director and indemnification agreements, dated July 2, 2026, (i) Dr. Moeller will serve a director of the Company,

(ii) the Company will pay Dr. Moeller annual fees of $25,000 in cash, and $35,000 in stock payable quarterly on the first day of each

fiscal quarter beginning August 1, 2026, and valued based on the closing price listed on the NYSE as of the date of the agreement, and

(iii) the Company will indemnify Dr. Moeller for any losses incurred by Dr. Moeller as a result of Dr. Moeller’s service as a director

of the Company.

Pursuant

to Mr. Redfield’s director and indemnification agreements, dated July 2, 2026, (i) Mr. Redfield will serve a director of the Company,

(ii) the Company will pay Mr. Redfield annual fees of $25,000 in cash, and $35,000 in stock payable quarterly on the first day of each

fiscal quarter beginning August 1, 2026, and valued based on the closing price listed on the NYSE as of the date of the agreement, and

(iii) the Company will indemnify Mr. Redfield for any losses incurred by Mr. Redfield as a result of Mr. Redfield’s service as

a director of the Company.

Pursuant

to Mr. Rudofsky’s director and indemnification agreements, dated July 2, 2026, (i) Mr. Rudofsky will serve a director of the Company,

(ii) the Company will pay Mr. Rudofsky annual fees of $25,000 in cash, and $35,000 in stock payable quarterly on the first day of each

fiscal quarter beginning August 1, 2026, valued based on the closing price listed on the NYSE as of the date of the agreement, and (iii)

the Company will indemnify Mr. Rudofsky for any losses incurred by Mr. Rudofsky as a result of Mr. Rudofsky’s service as a director

of the Company.

The

foregoing descriptions of the director agreements and indemnification agreements do not purport to be complete and are qualified in their

entirety by reference to the full text of the director agreements and indemnification agreements, copies of which are filed as Exhibits

10.1-10.5 to this Current Report on Form 8-K and incorporated by reference herein (with the indemnification agreements attached as exhibits

to each director agreement).

Item

7.01 Regulation FD Disclosure.

The

disclosure in Item 5.02 is incorporated by reference into this Item 7.01. On August 10, 2026, the Company issued a press release announcing

the above-described director appointments (the “Release”). A copy of the Release is attached hereto as Exhibit 99.1.

The

information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section

18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference

into the filings of the Company under the Securities Act of 1933, or the Exchange Act of 1934, regardless of any general incorporation

language in such filings. This Report will not be deemed an admission as to the materiality of any information of the information contained

in this Item 7.01, including Exhibit 99.1.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

10.1

Director Agreement, between Idaho Copper Corporation and Gil Atzmon, dated July 2, 2026

10.2

Director Agreement, between Idaho Copper Corporation and David Herksovits, dated July 2, 2026

10.3

Director Agreement, between Idaho Copper Corporation and Dr. John Moeller, dated July 2, 2026

10.4

Director Agreement, between Idaho Copper Corporation and Corey Redfield, dated July 2, 2026

10.5

Director Agreement, between Idaho Copper Corporation and Steven Rudofsky, dated July 2, 2026

99.1

Press Release

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date:

August 11, 2026

IDAHO

COPPER CORPORATION

By:

/s/

Robert Scannell

Name:

Robert

Scannell

Title:

Executive

Chairman

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

IDAHO

COPPER CORPORATION

800

W. MAIN ST, STE 1460

BOISE,

ID 83702

DIRECTOR

AGREEMENT

THIS

DIRECTOR AGREEMENT (the “Agreement”) is made effective as of the 2nd day of July, 2026, and is by and between

Idaho Copper Corporation, a Nevada corporation and a US public company (hereinafter referred to as the “Company”),

and Gil Atzmon (hereinafter referred to as the “Director”).

WHEREAS,

it is essential to the Company to retain and attract as directors the most capable persons available to serve on the board of directors

of the Company (the “Board”).

WHEREAS,

the Board believes that Director possesses the necessary qualifications and abilities to serve as a director of the Company and desires

to appoint the Director to fill an existing vacancy on the Board and to perform the duties of a Director.

WHEREAS

the Director desires to be so appointed for such position and to perform the duties required of such position in accordance with

the terms and conditions of this Agreement.

NOW,

THEREFORE, in consideration for the above recited promises and the mutual promises contained herein, the adequacy and sufficiency

of which are hereby acknowledged, the Company and the Director hereby agree as follows:

DUTIES.

The Director will serve as a director of the Company and perform all duties as a director of the Company, including without limitation

(a) attending meetings of the Board, likely to occur quarterly on an in-person basis or more frequently by telephone, (b) serving, if

requested, on one or more committees of the Board (each a “Committee”) and attending meetings of each Committee of which

Director is a member, and (c) using reasonable efforts to promote the business of the Company. In fulfilling his responsibilities as

a director of the Company, Director agrees that he shall act honestly and in good faith with a view to the best interests of the Company

and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

The Director will perform such duties described herein in accordance with the applicable laws and rules and regulations pertaining to

the Director’s performance hereunder, including without limitation, laws, rules and regulations relating to a public company.

The Director will at all times act as a fiduciary in the service and best interests of the Company. In addition, the Director agrees

to (i) provide all information regarding himself or herself as the Company requires to satisfy its disclosure obligations under applicable

securities laws; (ii) timely file with the Securities and Exchange Commission all reports and schedules required of the Director in his

or her personal capacity by virtue of his or her relationship with the Company (e.g. Forms 3, 4 and 5 as contemplated by Section 16(a)

of the Securities Exchange Act of 1934).

[RESERVED].

TERM. The term of this Agreement (the “Directorship Term”) shall commence as of the date of the Director’s

appointment by the Board of Directors of the Company and shall continue until the next annual meeting of the stockholders, or until the

Director’s removal or resignation.

COMPENSATION. For all services to be rendered by the Director in any capacity hereunder, the Company and Director agree as follows:

For all services rendered by Director pursuant to this Agreement, the Company agrees to pay the Director a cash stipend of $25,000 per

annum, plus common shares of the Company equivalent to $35,000 per annum, payable quarterly on the first day of each fiscal quarter beginning

August 1, 2026, valued based on the closing price listed on the NYSE/Amex as of the date hereof. Such stock will be considered restricted

stock under the Securities Act of 1933, and Rule 144 promulgated thereunder. Generally, restricted stock becomes unrestricted after a

6-month holding period.

NO OTHER BENEFITS OR COMPENSATION. Director acknowledges and agrees that he/she is not granted and is not entitled to any other

benefits or compensation from the Company for the services provided under this Agreement.

EXPENSES. In addition to the compensation provided in paragraph 4, the Company will reimburse the Director for reasonable travel

costs associated with attending in-person Board of Director meetings in Boise, ID, or other cities agreed by the Company’s directors

and management. The company will also reimburse other pre-approved reasonable business-related expenses incurred in good faith in the

performance of the Director’s duties for the Company. Such payments shall be made by the Company upon submission by the Director

of a signed statement itemizing the expenses incurred. Such statement shall be accompanied by sufficient documentary matter to support

the expenditures.

LIMITATION OF LIABILITY. In no event shall the Director be individually liable or have personal recourse to the Company or its

stockholders for any damages for breach of fiduciary duty as an Director of the Company, unless Director’s act or failure to act

involves intentional gross misconduct, fraud, criminal acts or a knowing violation of law.

D&O INSURANCE. The Company will maintain a policy or policies of Director and Officer (D&O) liability insurance that will

be effective upon the date the Company’s shares begin trading on the NYSE. Such policy or policies are available for inspection

by Directors.

DIRECTOR COVENANTS:

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the

Director will have has been and will be exposed to and receive information relating to the confidential affairs of the Company, including,

but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning

the Company’s products, promotions, pricing, sourcing, development, financing, expansion plans, business policies and practices,

and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that

during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information,

either directly or indirectly, to any third person or entity without the prior written consent of the Company, or use such information

for his or her own benefit or for the benefit of any third person; provided, however, that the Director may, after giving

prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable

laws or governmental regulations or judicial or regulatory process. Upon termination of the Directorship Term, the Director will promptly

return to the Company and/or destroy at the Company’s direction all property, notes, memoranda, writings, lists, files, reports,

customer lists, correspondence, technical data, other product or document, and any summary or compilation of the foregoing, in whatever

form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director

in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term.

[Reserved].

Insider Trading Guidelines. Director agrees to never participate in any insider trading and will comply with any policies

adopted by the Company that are applicable to directors, such as an Insider Trading Policy.

Remedies. The Director agrees that any breach of the terms of this Section 8 would result in irreparable injury and damage

to the Company for which the Company would have no adequate remedy at law; the Director therefore also agrees that in the event of said

breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach

and/or threatened breach and/or continued breach by the Director and/or any and all entities acting for and/or with the Director, without

having to prove damages or paying a bond, in addition to any other remedies to which the Company may be entitled at law or in equity.

The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach

hereof, including, but not limited to, the recovery of damages from the Director.

Survival. The provisions of this Section 8 shall survive any termination of the Directorship Term, and the existence of

any claim or cause of action by the Director against the Company, whether predicated on this Agreement or otherwise, shall not constitute

a defense to the enforcement by the Company of the covenants and agreements of this Section 8.

TERMINATION. With or without cause, either party may terminate this Agreement at any time upon thirty (30) days written notice,

and the Company shall be obligated to pay to the Director the compensation and expenses due up to the date of the termination. Nothing

contained herein or omitted herefrom shall prevent the shareholder(s) of the Company from removing the Director with immediate effect

at any time for any reason.

10.

INDEMNIFICATION AGREEMENT. The parties shall enter into the indemnification agreement in the form attached hereto as Exhibit A.

11.

EFFECT OF WAIVER. The waiver by either party of the breach of any provision of this Agreement shall not operate as or be construed

as a waiver of any subsequent breach thereof.

12.

NOTICES. All notices must be in writing. A notice may be delivered to a party at the address that follows a party’s signature

BELOW or to a new address that a party designates in writing. A notice may be delivered in person, by certified mail, or by overnight

courier.

13.

GOVERNING LAW. This Agreement shall be interpreted in accordance with, and the rights of the parties hereto shall be determined

by, the laws of the State of Nevada without reference to that state’s conflicts of laws principles.

14.

ASSIGNMENT. The rights and benefits of the Company under this Agreement shall be transferable, and all the covenants and agreements

hereunder shall inure to the benefit of, and be enforceable by or against, its successors and assigns. The duties and obligations of

the Director under this Agreement are personal and therefore the Director may not assign any right or duty under this Agreement without

the prior written consent of the Company.

15.

MISCELLANEOUS. If any provision of this Agreement shall be declared invalid or illegal, for any reason whatsoever, then, notwithstanding

such invalidity or illegality, the remaining terms and provisions of this Agreement shall remain in full force and effect in the same

manner as if the invalid or illegal provision had not been contained herein.

16.

PARAGRAPH HEADINGS. The paragraph headings contained in this Agreement are for reference purposes only and shall not affect in

any way the meaning or interpretation of this Agreement.

17.

COUNTERPARTS. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one instrument.

Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes.

18.

ENTIRE AGREEMENT. Except as provided elsewhere herein, this Agreement sets forth the entire agreement of the parties with respect

to its subject matter and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties,

whether oral or written, by any officer, employee or representative of any party to this Agreement with respect to such subject matter.

[SIGNATURE

PAGE FOLLOWS]

WITNESS WHEREOF, the parties hereto have caused this Director Agreement to be duly executed and signed effective as of the day and year

first above written.

IDAHO

COPPER CORPORATION:

/s/

Robert Scannell

Name: Robert

Scannell

Title: CFO

GIL ATZMON:

/s/

Gil Atzmon

Name: Gil Atzmon

EXHIBIT

Indemnification

Agreement

INDEMNIFICATION

AGREEMENT

THIS

INDEMNIFICATION AGREEMENT (this “Agreement”), dated effective as of July 2, 2026, is made by and between Idaho Copper

Corporation, a Nevada corporation (the “Corporation”), and the Indemnitee named on the signature page of this agreement

(the “Indemnitee”).

PREMISES

The Corporation desires to provide for indemnification of the Corporation’s directors and officers to the fullest extent permitted

by the Nevada Revised Statutes (collectively, “Nevada Law”).

The parties recognize the continued difficulty in obtaining liability insurance for the Corporation’s directors, officers, employees,

stockholders, controlling persons, agents, and fiduciaries, the significant increases in the cost of such insurance, and the general

reductions in the coverage of such insurance. Furthermore, the parties further recognize the substantial increase in corporate litigation

in general, subjecting directors, officers, employees, controlling persons, stockholders, agents, and fiduciaries to expensive litigation

risks at the same time as the availability and coverage of liability insurance have been severely limited.

Indemnitee does not regard the current protection available under the Articles of Incorporation of the Corporation, as the same may be

amended, restated, amended and restated, supplemented or otherwise modified from time to time (as amended, the “Articles”),

and the Bylaws of the Corporation (the “Bylaws”) as adequate under the present circumstances, and Indemnitee and other

directors, officers, employees, stockholders, controlling persons, agents, and fiduciaries of the Corporation may not be willing to serve

in such capacities without additional protection. Moreover, the Corporation (i) desires to attract and retain the involvement of highly

qualified persons, such as Indemnitee, to serve the Corporation and, in part, in order to induce Indemnitee to be involved with the Corporation,

(ii) wishes to provide for the indemnification and advancing of expenses to Indemnitee to the maximum extent permitted by law, and (iii)

wishes to assure Indemnitee that there will be increased certainty of adequate protection in the future.

In addition to any insurance purchased by the Corporation on behalf of Indemnitee, it is reasonable, prudent, and necessary for the Corporation

to obligate itself contractually to indemnify Indemnitee so that he may remain free from undue concern that he will not be adequately

protected both during his service as an executive officer and a director of the Corporation and following any termination of such service.

This Agreement is a supplement to and in furtherance of the Articles and Bylaws and shall not be deemed a substitute therefor or to abrogate

any rights of Indemnitee thereunder.

The directors of the Corporation have duly approved this Agreement and the indemnification provided herein with the express recognition

that the indemnification arrangements provided herein exceed that which the Corporation would be required to provide pursuant to Nevada

Law.

AGREEMENT

NOW,

THEREFORE, in consideration of the foregoing premises and the covenants contained herein, the Corporation and Indemnitee do hereby covenant

and agree as follows:

Definitions. As used in this Agreement:

(a)

A “Change in Control” means the occurrence of any of the following event:

(i)

any Person is or becomes the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly

or indirectly, of securities of the Corporation representing 20% or more of the Corporation’s then outstanding voting securities

unless the change in relative beneficial ownership of the Corporation’s securities by any person results solely from a reduction

in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors;

(ii)

the consummation of a reorganization, merger or consolidation, unless immediately following such reorganization, merger or consolidation,

all of the beneficial owners of the voting securities of the Corporation immediately prior to such transaction beneficially own, directly

or indirectly, more than 50% of the combined voting power of the outstanding voting securities of the entity resulting from such transaction;

(iii)

during any period of two consecutive years, not including any period prior to the execution of this Agreement, individuals who at the

beginning of such period constituted the Board of Directors (the “Board”) (including for this purpose any new directors

whose election by the Board or nomination for election by the Corporation’s stockholders was approved by a vote of at least two-thirds

(2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination

for election was previously so approved) cease for any reason to constitute at least a majority of the Board; or

(iv)

the stockholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation or an agreement for the

sale or disposition by the Corporation of all or substantially all of the Corporation’s assets.

(b)

The term “Indemnifiable Matter” means any event, occurrence, status, or condition that takes place either prior to

or after the execution of this Agreement, including any threatened, pending, or completed action, suit, proceeding or alternative dispute

resolution activity, whether brought by or in the right of the Corporation or otherwise and whether of a civil, criminal, administrative,

or investigative nature, in which Indemnitee was, is, or believes might be involved as a party, witness, or otherwise (except any of

the foregoing initiated by Indemnitee pursuant to Section 16(a) to enforce Indemnitee’s rights under this Agreement), by reason

of the fact, in whole or in part, that Indemnitee is or was actually or allegedly a director, officer, agent, or advisor of the Corporation;

by reason of any action actually or allegedly taken by him or of any inaction or omission on his part while acting as a director, officer,

agent, or advisor of the Corporation; by reason of the registration, offer, sale, purchase, or ownership of any securities of the Corporation;

by reason of any duty owed to, respecting, or in connection with the

Corporation; or by reason of the fact, in whole or in part, that he is or was actually or allegedly serving at the request of the Corporation

as a director, officer, employee, agent, or advisor of another corporation, partnership, joint venture, trust, limited liability company,

or other entity or enterprise, in each case whether or not he is acting or serving in any such capacity at the time any loss, liability,

or expense is incurred for which indemnification or reimbursement can be provided under this Agreement and even though Indemnitee may

have ceased to serve in such capacity.

(c)

The term “Indemnitee” shall include the Indemnitee named in the first paragraph of this Agreement and such Indemnitee’s

actual or alleged alter egos, spouse, family members, and corporations, partnerships, limited liability companies, trusts, and other

enterprises or entities of any form whatsoever under the control of any of the foregoing, and the property of all of the foregoing. The

term “control” (including the terms “controlling,” “controlled by,” and “under

common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management

and policies of a person or entity, whether through the ownership of voting securities, by contract, or otherwise, as interpreted under

the Securities Act of 1933 or the Securities Exchange Act of 1934.

(d)

Except as provided in Section 15, the term “Independent Counsel” shall mean an attorney, law firm, or member of a

law firm, who (or which) is licensed to practice law in the state of Nevada and is experienced in matters of corporation law and neither

presently is, nor in the past five years has been, retained to represent (i) the Corporation or Indemnitee in any other matter material

to either such party; or (ii) any other party to the Indemnifiable Matter giving rise to a claim for indemnification hereunder. Notwithstanding

the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional

conduct then prevailing, would have a conflict of interest in representing either the Corporation or Indemnitee in an action to determine

Indemnitee’s rights under this Agreement. From time to time, the Corporation may select and preapprove the names of persons or

law firms that it deems qualified as Independent Counsel under the foregoing criteria. Further, at the request of Indemnitee, the Corporation

shall review the qualifications and suitability under the foregoing criteria of persons or law firms selected by Indemnitee and preapprove

them as Independent Counsel if they meet the foregoing criteria. An Independent Counsel that has already been preapproved by the board

of directors may be appointed as Independent Counsel without any further evaluation, so long as such prospective Independent Counsel

continues, as determined by the board of directors, to remain independent.

(e)

The term “Losses” means any and all losses, claims, damages, expenses, liabilities, judgments, fines, penalties and

actions in respect thereof, as they are incurred, against Indemnitee in connection with an Indemnifiable Matter; amounts paid by Indemnitee

in settlement of an Indemnifiable Matter; any indirect, consequential, or incidental damages suffered or incurred by Indemnitee; and

all attorneys’ fees and disbursements, accountants’ fees and disbursements, private investigation fees and disbursements,

retainers, court costs, payments of attachment, appeal or other bonds or security, transcript costs, fees of experts, fees and expenses

of witnesses, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and

all other disbursements or expenses reasonably incurred by or for Indemnitee in connection with prosecuting, defending, preparing to

prosecute or defend, investigating, appealing, or being or preparing

to be a witness in any threatened or pending Indemnifiable Matter or establishing Indemnitee’s right or entitlement to indemnification

for any of the foregoing.

(f)

Reference to “other enterprise” shall include employee benefit plans; references to “fines” shall include

any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of the Corporation”

shall include any service as a director, officer, employee, agent, or advisor with respect to an employee benefit plan, its participants,

or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interests of the participants

and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the

Corporation” as referred to in this Agreement.

(g)

The term “substantiating documentation” shall mean copies of bills or invoices for costs incurred by or for Indemnitee,

or copies of court or agency orders, decrees, or settlement agreements, as the case may be, accompanied by a declaration, which need

not be notarized, from Indemnitee that such bills, invoices, court or agency orders, decrees, or settlement agreements represent costs

or liabilities meeting the definition of “Losses” herein.

Indemnity of Indemnitee. The Corporation hereby agrees to indemnify, protect, defend and hold harmless Indemnitee against any

and all Losses incurred by reason of the fact that Indemnitee is or was a director, officer, agent, or advisor of the Corporation, or

is or was serving at the request of the Corporation as a director, officer, employee, agent or advisor of another corporation, partnership,

joint venture, trust, limited liability company, or other entity or enterprise, to the fullest extent permitted by Nevada Law. The termination

of any Indemnifiable Matter by judgment, order of the court, settlement, conviction, or upon a plea of nolo contendere, or its equivalent,

shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, and with respect to any criminal proceeding,

shall not create a presumption that such person believed that his conduct was unlawful. The indemnification provided herein shall be

applicable whether or not the breach of any standard of care or duty, including a breach of a fiduciary duty, of the Indemnitee is alleged

or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter brought by or

in the right of the Corporation, Indemnitee shall not be entitled to indemnification for any claim, issue, or matter as to which Indemnitee

has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”),

to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, and only to the extent that, the court in

which the Indemnifiable Matter was brought or another court of competent jurisdiction determines, on application, that in view of all

the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Limit on Indemnification. Notwithstanding any breach of any standard of care or duty, including breach of a fiduciary duty, by

the Indemnitee, and subject to the restrictions in Nevada Revised Statutes § 78.7502 or any successor Nevada Law, the Corporation

shall indemnify Indemnitee except when a Final Adjudication establishes that Indemnitee’s acts or omissions involved intentional

misconduct, fraud, or a knowing violation of law and were material to the cause of action.

Choice of Counsel. Indemnitee shall be entitled to employ and be reimbursed for the fees and disbursements of counsel separate

from that chosen by any other person or persons whom the Corporation is obligated to indemnify with respect to the same or any related

or similar Indemnifiable Matter.

Advances of Losses. Losses (other than judgments, penalties, fines, and settlements) incurred by Indemnitee shall be paid by the

Corporation, in advance of the final disposition of the Indemnifiable Matter, within 10 days after receipt of Indemnitee’s written

request accompanied by substantiating documentation.

Officer and Director Liability Insurance. The Corporation shall, from time to time, make the good faith determination whether

or not it is practicable for the Corporation to obtain and maintain a policy or policies of insurance with reputable insurance companies

providing the officers and directors of the Corporation with coverage for losses, or to ensure the Corporation’s performance of

its indemnification obligations under this Agreement. Among other considerations, the Corporation will weigh the costs of obtaining such

insurance coverage against the protection afforded by such coverage. The Corporation shall consult with and be heard by Indemnitee in

connection with the Corporation’s actions hereunder. In all policies of director and officer liability insurance, (a) Indemnitee

shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably

insured of the Corporation’s directors, if Indemnitee is a director, or of the Corporation’s officers, if Indemnitee is not

a director of the Corporation but is an officer; and (b) the policy shall provide that it shall not be cancelled or materially modified

without 30 days’ prior written notice to Indemnitee. Notwithstanding the foregoing, the Corporation shall have no obligation to

obtain or maintain such insurance if the Corporation determines in good faith that such insurance is not reasonably available, if the

premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance

is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary

or parent of the Corporation.

Indemnification Trust Fund or Other Financial Arrangements. Pursuant to Nevada Revised Statutes § 78.752 or any successor

Nevada Law, the Corporation may establish an indemnification trust fund or make other financial arrangements acceptable to Indemnitee

for Indemnitee’s benefit. Indemnitee shall be an intended third-party beneficiary of any such fund or arrangement, with the right,

power, and authority of the Indemnitee to sue for, enforce, and collect the same, in the name, place, and stead of the Corporation or

otherwise, for Indemnitee’s benefit. Such fund or other arrangements shall be available to Indemnitee for payment of Losses upon

the Corporation’s failure, inability, or refusal to pay Losses incurred by the Indemnitee.

Right of Indemnitee to Indemnification upon Application; Selection of Independent Counsel; Procedure upon Application.

(a)

Any application for indemnification under this Agreement, other than when Losses are paid in advance of any final disposition pursuant

to Section 5 hereof, shall be submitted to the board of directors. If a quorum of the board of directors were not parties to the action,

suit, proceeding or other matter, a majority of the directors who were not parties to the action, suit, proceeding or other matter may

determine whether indemnification of the applicant is not prohibited

by law or may have such determination made by Independent Counsel in a written decision. If a quorum of the board directors who were

not parties to the action cannot be obtained, the board of directors shall have such determination made by Independent Counsel in a written

decision. Notwithstanding the foregoing, however, the board of directors may under any circumstances submit the determination of whether

indemnification is proper in the circumstances to the stockholders. The board of directors shall respond to a request for indemnification

or initiate the process of submitting the determination to the stockholders within 45 days after receipt by the Corporation of the written

application for indemnification.

(b)

If required, Independent Counsel shall be selected by the board of directors, and the Corporation shall give written notice to Indemnitee

advising him of the identity of Independent Counsel so selected. Indemnitee may, within seven days after such written notice of selection

shall have been given, deliver to the Corporation a written objection to such selection. Such objection may be asserted only on the ground

that Independent Counsel so selected does not meet the requirements of “Independent Counsel,” as defined in Section 1, and

the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, Independent

Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit.

If, within 20 days after submission by Indemnitee of a written objection to the Independent Counsel selected, the Corporation has failed

to identify a replacement Independent Counsel, the Indemnitee may petition any court of competent jurisdiction for resolution of any

objection that shall have been made by Indemnitee to the Corporation’s selection of Independent Counsel and for appointment as

Independent Counsel of a person selected by such court or by such other person as such court shall designate, and the person with respect

to whom an objection is so resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay any and all

reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with its fees and expenses incident

to the procedures of this Section 8 regardless of the manner in which such Independent Counsel was selected or appointed.

(c)

The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction.

The burden of proving that indemnification is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including

its board of directors or Independent Counsel) to have made a determination prior to the commencement of such action that indemnification

is proper in the circumstances, nor an actual determination by the Corporation (including its board of directors or Independent Counsel)

that indemnification is not proper in the circumstances, shall be a defense to the action, suit, proceeding, or other matter or create

a presumption that indemnification is not proper in the circumstances.

Notice to Insurers. If, at the time of the receipt of an application for indemnification pursuant to Section 2 hereof or a request

for advances of Losses pursuant to Section 5 hereof, the Corporation has director and officer liability insurance in effect, the Corporation

shall give prompt notice of the commencement of such Indemnifiable Matter to the insurers in accordance with the procedures set forth

in the respective policies. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on

behalf of the Indemnitee, all amounts payable as a result of such Indemnifiable Matter in accordance with the terms of such policies.

10.

Undertaking by Indemnitee. Indemnitee hereby undertakes to repay to the Corporation any advances of Losses pursuant to this Agreement

to the extent that it is ultimately determined pursuant to a Final Adjudication that Indemnitee is not entitled to indemnification.

11.

Indemnification Hereunder Not Exclusive. The indemnification and advancement of Losses provided by this Agreement shall not be

deemed exclusive of any other rights to which Indemnitee may be entitled under the Articles or Bylaws, the Nevada Law, any policy or

policies of directors’ and officers’ liability insurance, any other agreement, any vote of stockholders or disinterested

directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office (together,

“Other Indemnification”). However, Indemnitee shall reimburse the Corporation for amounts paid to him under Other

Indemnification and not under this Agreement in an amount equal to any payments received pursuant to such Other Indemnification, to the

extent such payments duplicate any payments received pursuant to this Agreement.

12.

Continuation of Indemnity. All agreements and obligations of the Corporation contained herein shall continue during the period

Indemnitee is a director, officer, employee, agent, or advisor of the Corporation (or is or was serving at the request of the Corporation

as a director, officer, employee, agent, or advisor of another corporation, partnership, joint venture, trust, limited liability company,

or other enterprise) and shall continue thereafter so long as Indemnitee shall be subject to any possible Indemnifiable Matter.

13.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation

for some or a portion of Losses, but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee

for the portion of such Losses to which Indemnitee is entitled.

14.

Settlement of Claims. The Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in

settlement of any Indemnifiable Matter effected without the Corporation’s written consent. The Corporation shall not settle any

Indemnifiable Matter in any manner that would impose any penalty or limitation on Indemnitee’s rights under this Agreement without

Indemnitee’s written consent. Neither the Corporation nor Indemnitee will unreasonably withhold its consent to any proposed settlement.

The Corporation shall not be liable to indemnify Indemnitee under this Agreement with regard to any judicial award if the Corporation

was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action.

15.

Change in Control.

(a)

Notwithstanding the provisions of Section 6, any provision for the benefit of officers and directors existing immediately prior to a

Change in Control, including officer and director liability insurance, an indemnification trust fund or other financial arrangements,

shall be maintained for so long as Indemnitee is subject to any Indemnifiable Matter. In the case of officer and director liability insurance,

such insurance shall be maintained with the same scope and amount of coverage, with no larger deductible or retention amounts, and otherwise

on the same terms and conditions as were in effect immediately prior to such Change in Control unless such coverages, terms and conditions

are no longer available.

(b)

With respect to all matters thereafter arising concerning the rights of Indemnitee to payments of Losses under this Agreement or any

other agreement, or under the Articles or Bylaws as now or hereafter in effect, independent counsel shall be selected by the Indemnitee

and approved by the Corporation (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its

written opinion to the Corporation and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under

Nevada Law as determined in accordance with Section 16(d). The Corporation agrees to abide by such opinion and to pay the reasonable

fees of the independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys’

fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

16.

Enforcement.

(a)

The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation

hereby in order to induce Indemnitee to serve as a director or officer of the Corporation, and acknowledges that Indemnitee is relying

upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced

pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate

in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement.

(b)

In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of

Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming

such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of

Losses, as the case may be.

(c)

The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action

by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement

are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and

immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee

may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing

specific performance by the Corporation of its obligations under this Agreement.

(d)

In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses

in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall

be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses

(of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or

enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred

by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all

such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive

part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by

Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee.

Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this

Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not

subject to the provisions of Section 8.

17.

Governing Law; Binding Effect; Amendment and Termination; Construction.

(a)

This Agreement shall be interpreted and enforced in accordance with Nevada Law.

(b)

This Agreement shall be binding upon the Corporation, its successors and assigns, and shall inure to the benefit of

Indemnitee such Indemnitee’s actual or alleged alter egos, spouse, family members, and corporations, partnerships, limited

liability companies, trusts, and other enterprises or entities of any form whatsoever under the control of any of the foregoing, the

property of all of the foregoing, and the successors and assigns of all of the foregoing.

(c)

No amendment, modification, termination, or cancellation of this Agreement shall be effective unless in writing signed by the Corporation

and Indemnitee.

(d)

This Agreement shall be construed liberally in favor of the Indemnitee to the fullest extent possible under Nevada Law, even if such

indemnification is not specifically authorized by this Agreement or any other agreement, the Articles or Bylaws, or by Nevada Law. In

the event Nevada Law is changed after the date of this Agreement, through statutory amendment, judicial interpretation, administrative

regulations or otherwise, to allow additional indemnification or to remove or restrict current limitations on indemnification, this Agreement

shall be deemed to be amended and reformed so that Indemnitee shall enjoy by this Agreement the greater benefits of such change. In the

event of any change in Nevada Law that narrows or restricts the right of a Nevada corporation to indemnify Indemnitee, such change, to

the extent not otherwise required by Nevada Law to be applied to Indemnitee in the relevant circumstances, shall have no effect on this

Agreement or the rights and obligations of the parties hereunder.

18.

Mutual Acknowledgement; Federal Preemption. Notwithstanding anything to the contrary herein, both the Corporation and Indemnitee

acknowledge and agree that in certain instances, federal law or applicable public policy may prohibit the Corporation from indemnifying

its directors and officers under this Agreement or otherwise. Such instances include, but are not limited to, the Securities and Exchange

Commission’s prohibition on indemnification for liabilities arising under certain federal securities laws. Indemnitee understands

and acknowledges that the Corporation has undertaken, or may be required in the future to undertake with the Securities and Exchange

Commission, to submit the question of indemnification to a court in certain circumstances for a determination of the Corporation’s

right under public policy to indemnify Indemnitee.

19.

Severability. If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable:

(a)

the validity, legality, and enforceability of the remaining provisions of this Agreement shall not be in any way affected or impaired

thereby; and

(b)

to the fullest extent possible, the provisions of this Agreement shall be construed so as to give effect to the intent manifested by

the provision held invalid, illegal, or unenforceable.

Each

section of this Agreement is a separate and independent portion of this Agreement. If the indemnification to which Indemnitee is entitled

as respects any aspect of any claim varies between two or more sections of this Agreement, that section providing the most comprehensive

indemnification shall apply.

20.

Notice. Any notice, demand, request, or other communication permitted or required under this Agreement shall be in writing and

shall be deemed to have been given as of the date so delivered, if personally served; as of the date so sent, if transmitted by facsimile

and receipt is confirmed by the facsimile operator of the recipient; as of the date so sent, if sent by electronic mail and receipt is

acknowledged by the recipient; one day after the date so sent, if delivered by overnight courier service; or three days after the date

so mailed, if mailed by certified mail, return receipt requested, addressed as follows:

If to the Corporation: Idaho

Copper Corporation

800

W. Main Street, Ste. 1460

Boise,

ID 83702

If to Indemnitee, to:

such other addresses, facsimile numbers, or electronic mail address as shall be furnished in writing by any party in the manner for giving

notices hereunder.

[Signature

Page Follows]

WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective on and as of the day and year first above written.

Corporation:

Idaho

Copper Corporation

By: /s/

Robert Scannell

Name: Robert

Scannell

Title: CFO

Indemnitee:

By: /s/

Gil Atzmon

Name: Gil Atzmon

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

IDAHO

COPPER CORPORATION

800

W. MAIN ST, STE 1460

BOISE,

ID 83702

DIRECTOR

AGREEMENT

THIS

DIRECTOR AGREEMENT (the “Agreement”) is made effective as of the 2nd day of July, 2026, and is by and between

Idaho Copper Corporation, a Nevada corporation and a US public company (hereinafter referred to as the “Company”),

and David Herskovits (hereinafter referred to as the “Director”).