爱达荷战略资源有限公司美股招股说明书(2025-10-02版)

IDAHO STRATEGIC RESOURCES, INC. Up to $20,000,000 COMMON STOCKThis prospectus supplement and the accompanying prospectus relate to the issuance and sale of up to $20,000,000 of shares of common stock, no par value, of Idaho Strategic Resources, Inc. (the “Company”, “we”, or “us”), from time to time through oursales agent, Roth Capital Partners (or the “Sales Agent”). These sales, if any, will be made by and between the Company and the SalesAgent pursuant to the terms of the Sales Agreement dated September 29, 2025, attached as Exhibit 10.1 to the Form 8-K filed with theSecurities and Exchange Commission concurrently herewith and incorporated herein by reference (the “Sales Agreement”). Our common stock is traded on the NYSE American, LLC (“NYSE American”), under the symbol “IDR.” On October 1,2025, the closing sale price of our common stock on the NYSE American was $34.23 per share. Sales of shares of our common stock under this prospectus supplement, if any, may be made by any method deemed to be an“at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act. The Sales Agent is not required to sell any specific number of shares of our common stock. The Sales Agent has agreed to useits commercially reasonable efforts consistent with its normal trading and sales practices on mutually agreed terms between the SalesAgent and us. There is no arrangement for funds to be received in any escrow, trust, or similar arrangement. The Sales Agent will beentitled to compensation under the terms of the sales agreement at a commission rate equal to 2.5% of the gross proceeds of the salesprice of common stock that they sell. The net proceeds from any sales under this prospectus supplement will be used as describedunder “Use of Proceeds.” The proceeds we receive from sales of our common stock, if any, will depend on the number of sharesactually sold and the offering price of such shares. In connection with the sale of common stock on our behalf, Roth Capital Partners will be deemed to be an underwriter withinthe meaning of the Securities Act, and its compensation as the Sales Agent will be deemed to be underwriting commissions ordiscounts. We have agreed to provide indemnification and contribution to Roth Capital Partners with respect to certain liabilities,including liabilities under the Securities Act. As of October 1, 2025, the aggregate market value of our outstanding common stock held by non-affiliates was $485,129,433based on 15,089,600 shares of outstanding common stock, of which 14,172,639 shares are held by non-affiliates, and a per share priceof $34.23, which was the closing sale price of our common stock as quoted on the NYSE American on October 1, 2025. Investing in our securities is highly speculative and involves a high degree of risk. You should read carefully andconsider the information contained in and incorporated by reference under “Risk Factors” beginning on page S-5 of thisprospectus supplement, and the risk factors contained in other documents incorporated by reference herein. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is acriminal offense. Roth Capital Partners The date of this prospectus supplement is October 2, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENTS-iCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-1PROSPECTUS SUPPLEMENT SUMMARYS-2THE OFFERINGS-4RISK FACTORSS-5USE OF PROCEEDSS-6DILUTIONS-7PLAN OF DISTRIBUTIONS-8LEGAL MATTERSS-9EXPERTSS-9WHERE YOU CAN FIND MORE INFORMATIONS-9INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-10 ABOUT THIS PROSPECTUS SUPPLEMENT This document is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”)using a “shelf” registration process. The first part is the prospectus supplement, including the documents incorporated by referenceherein, which describes the specific terms of this offering. The second part, the accompanying prospectus, including the documentsincorporated by reference therein, provides more general information. Under this registration statement, we may offer shares of our common stock having an aggregate offering price of up to$35,000,000. Under this prospectus supplement, we may offer shares of our common stock having an aggregate offering price of up to$20,000,000, from time to time, at prices and on terms to be determined by market conditions at the time of offering. The $20,000,000of shares of our common stock that may be sold under this prospectus supplement are included in the $35,000,000 of shares ofcommon stock that may be sold under the registration statement. In general, when we refer only to the prospectus, we are referring to both parts of this document combined. Before you invest,you should carefully read this pro