Securities Registration Statement (simplified Form) (s-3/a)
12 Mai 2022 - 7:57PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May 12, 2022.
Registration No. 333-264647
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
| IDAHO STRATEGIC RESOURCES, INC. |
| (Exact name of registrant as specified in its charter) |
| IDAHO | | 82-0490295 |
| (State or other jurisdiction of | | (I.R.S. Employer |
| incorporation or organization) | | Identification No.) |
201 N. 3RD Street, Coeur d’Alene, Idaho 83814
(208) 625-9001
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
John Swallow
President & Chief Executive Officer
201 N. 3RD Street
Coeur d’Alene, ID 83814
(208) 625-9001
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of communications to:
Lukas O’Dowd
Lyons O’Dowd, PLLC
703 E. Lakeside Avenue
Coeur d’Alene, ID 83814
(208) 714-0487
Approximate Date of Commencement of Proposed Sale to the Public: From time to time after this registration statement becomes effective, subject to market conditions and other factors.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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 | ☒ | Smaller reporting company | ☒ |
| | | Emerging growth company | ☐ |
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Pre-Effective Amendment No. 1 (this “Amendment No. 1”) to the Registration Statement on Form S-3 (File No. 333-264647), originally filed May 4, 2022, with the Securities and Exchange Commission, by Idaho Strategic Resources, Inc. (the “Registrant”), is being filed as an exhibit-only amendment to file a Form of Indenture, filed herewith as Exhibit 4.6 (the “Form of Indenture”). Accordingly, this Amendment No. 1 consists only of the cover page, this explanatory note, the Exhibit Index of Item 16 of Part II of the Registration Statement, the signature pages to the Registration Statement and the Form of Indenture filed herewith as Exhibit 4.6. The preliminary prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Coeur d’Alene, state of Idaho, on the 12th day of May, 2022.
| | IDAHO STRATEGIC RESOURCES, INC. | |
| | (Registrant) | |
| | | | |
| By: | /s/John Swallow | |
| | | John Swallow | |
| | | President & CEO | |
| | | | |
Each person whose signature appears below constitutes and appoints John Swallow as his true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement on Form S-3 and any subsequent registration statement the Registrant may hereafter file with the Securities and Exchange Commission pursuant to Rule 462 under the Securities Act to register additional securities in connection with this registration statement, and to file this registration statement, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date |
| | | |
| /s/ John Swallow John Swallow | Chairman, Chief Executive Officer (Principal Executive Officer) and Director | May 12, 2022 |
| | | |
| /s/ Grant Brackebusch Grant Brackebusch | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer), and Director | May 12, 2022 |
| | | |
| /s/ Kevin Shiell Kevin Shiell | Director | May 12, 2022 |
EXHIBIT INDEX
* To be filed, if applicable, by amendment or as an exhibit to a report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and incorporated herein by reference.
** Previously filed.
*** Filed herewith.
Idaho Strategic Resources (AMEX:IDR)
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