35 unchanged sentences
Gerardine Botte, PH.D.
−Removed: Director - Former
−Removed: Director- Former
Jensen (age 43) – Chief Executive Officer
87 unchanged sentences
He has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
−Removed: Stephenson – Director (Former)
−Removed: Randal serves as Director of American Resources Corporation.
−Removed: He is an investment banking, strategy and corporate finance professional with over 25 years of experience in mergers, acquisitions, sale of companies, private capital placements, strategic planning and corporate development.
−Removed: Randal has Wall Street Bulge Bracket investment banking experience, and previously was the Global Head of Mergers & Acquisitions for CIT Group, the Head of Exclusive Sales & Divestitures M&A for Jefferies & Company, and the Global Head of Energy & Mining Investment Banking for Duff & Phelps Securities.
−Removed: Randal co-founded a FINRA broker-dealer and is a leading U.S.
−Removed: expert witness in large dollar, complex commercial litigation involving M&A and corporate finance issues.
−Removed: Randal graduated with a Bachelor of Arts degree from the University of Michigan, Ann Arbor and has a Master of Business Administration degree from Harvard University and his Juris Doctorate (with honors) from Boston College Law School.
−Removed: He is an attorney admitted to practice in New York, and holds the Series 7, 79, 63 and 24 securities licenses.
−Removed: The Board nominated Randal to serve as a director because of his leadership experience and leadership in the finance industry and assisting companies with mergers and acquisitions and capital raising.
−Removed: Effective November 23, 2020, Mr.
−Removed: Stephenson resigned from the board and took a position on the Company’s advisory committee.
−Removed: He has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
−Removed: Ian Sadler - Director (Former)
−Removed: Ian serves as Director of American Resources Corporation.
−Removed: He brings decades of direct leadership and experience in the steel industry and has demonstrated expertise in successfully leading rapidly-growing companies, optimizing operational efficiencies and performance enhancements.
−Removed: He has experience in due diligence, joint ventures and mergers and acquisitions with a history of successfully assimilating acquired businesses into value creating enterprises.
−Removed: Prior to retirement, Ian was the President and CEO of Miller Centrifugal Casting International in Cecil, PA.
−Removed: He has a history of leadership with the Pennsylvania Foundry Group, Shenango LLC, Johnstown Corporation, Blaw-Knox Corp., and National Roll Company.
−Removed: He received his Bachelor’s Degree, with First Class Honors, and Master’s Degree in Metallurgy from Cambridge University and was a prior President of the American Institute of Mining, Metallurgical and Petroleum Engineers (AIME) and previously served as President of the Iron and Steel Society.
−Removed: The Board nominated Ian to serve as a director because of his executive management experience and experience with growing companies in an efficient and cost-effective manner.
−Removed: Effective February 24, 2020, Mr.
−Removed: Sadler resigned from the board for retirement.
−Removed: He has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
None of the directors have been involved in any legal proceedings that would require a disclosure under Item 401 of Regulation SK.
40 unchanged sentences
Committees of the Board of Directors
−Removed: Currently, our board of directors has three committees:
−Removed: an Audit Committee, a Compensation Committee, and a Safety and Environmental Committee.
+Added: Currently, our board of directors has four committees:
+Added: an Audit Committee, a Compensation Committee, a Nomination Committee, and a Safety and Environmental Committee.
The Audit Committee and Compensation Committee are both comprised of the three independent directors of the Company.
−Removed: The Safety and Environmental Committee is comprised of Thomas M.
+Added: The Safety and Environmental Committee and Nomination Committee are both comprised of Thomas M.
Sauve and Mark C.
13 unchanged sentences
The purpose of this committee shall be to (i) assist the board of directors in the oversight of the Company’s executive officer and director compensation programs, (ii) discharge the board of director’s duties relating to administration of the Company’s incentive compensation and any other stock- based plans, and (iii) act on specific matters within its delegated authority, as determined by the board of directors from time to time.
+Added: Nomination Committee
+Added: The board of directors formed the Nomination Committee, which is comprised of Mr.
+Added: Sauve and Mr.
+Added: The purpose of this committee shall be to (i) assist the board of directors in cultivating valuable board of director nominees and (ii) navigating the onboarding for selected directors.
Safety and Environmental Committee
16 unchanged sentences
_____________
−Removed: During 2017 salary in the amount of $32,000 was accrued and unpaid during 2017 and 2018.
−Removed: During 2019, $15,550 was repaid leaving an unpaid balance of $16,450.
−Removed: On January 2, 2018, the Company entered into an employment agreement with Mr.
−Removed: Jensen, at an annual salary rate of $156,000 which expired on December 31, 2019.
−Removed: On October 1, 2020, the Company entered into an employment agreement with Mr.
+Added: On October 1, 2020, the Company entered into an employment agreement, beginning January 1, 2021 and expiring on December 31, 2021, with Mr.
Jensen increasing base pay to $250,000 and carrying certain performance bonuses which would be awarded by the board of directors.
1 unchanged sentence
25,000 Options issued on January 28, 2021 and 450,000 Options were issued on December 13, 2021.
−Removed: $643,500 represents Black-Scholes Option Pricing Model.
+Added: On November 23, 2021, the Company entered into an employment agreement, beginning January 1, 2022 and expiring on December 31, 2022, with Mr.
+Added: Jensen increasing base pay to $350,000 any carrying certain performance bonuses which would be awarded by the board of directors and stock options totaling 150,000.
+Added: The value in the option awards represents Black-Scholes Option Pricing Model.
No bonus was awarded during 2021 and 2022.
−Removed: During 2020, other compensation totaling $24,187 included $16,450 of retroactive pay.
−Removed: During 2017 salary in the amount of $32,000 was accrued and unpaid during 2017 and 2018.
−Removed: During 2019, $12,672 was repaid leaving an unpaid balance of $19,328.
−Removed: On January 2, 2018, the Company entered into an employment agreement with Mr.
−Removed: Sauve, at an annual salary rate of $156,000, which expired on December 31, 2019.
On October 1, 2020, the Company entered into an employment agreement with Mr.
1 unchanged sentence
25,000 Options issued on January 28, 2021 and 275,000 Options were issued on December 13, 2021.
−Removed: $365,750 represents Black-Scholes Option Pricing Model.
+Added: On November 23, 2021, the Company entered into an employment agreement, beginning January 1, 2022 and expiring on December 31, 2022, with Mr.
+Added: Sauve increasing base pay to $275,000 any carrying certain performance bonuses which would be awarded by the board of directors and stock options totaling 100,000.
+Added: The value in the option awards represents Black-Scholes Option Pricing Model.
No bonus was awarded during 2021 and 2022.
During 2021, other compensation included $2,865 health insurance reimbursement.
−Removed: During 2020, other compensation totaling $29,197 included $3,051 health insurance reimbursement and $19,328 of retroactive pay.
−Removed: During 2017 salary in the amount of $21,487 was accrued and unpaid during 2017 and 2018.
−Removed: During 2019, $13,109 was repaid leaving an unpaid balance of $8,378.
−Removed: On January 2, 2018, the Company entered into an employment agreement with Mr.
−Removed: Taylor, at an annual rate of $156,000, which expired on December 31, 2019.
+Added: During 2022 and 2021, other compensation totaling $2,865 and $7,335 included health insurance reimbursement.
On October 1, 2020, the Company entered into an employment agreement with Mr.
2 unchanged sentences
25,000 Options issued on January 28, 2021 and 100,000 Options were issued on December 13, 2021.
−Removed: $143,000 represents Black-Scholes Option Pricing Model.
+Added: On November 23, 2021, the Company entered into an employment agreement, beginning January 1, 2022, and expiring on December 31, 2022, with Mr.
+Added: Taylor increasing base pay to $275,000 any carrying certain performance bonuses which would be awarded by the board of directors and stock options totaling 100,000.
+Added: The value in the option awards represents Black-Scholes Option Pricing Model.
No bonus was awarded during 2020 and 2021.
During 2021, other compensation totaling included $4,973 health insurance reimbursement.
−Removed: During 2020, other compensation totaling $25,836 included $13,639.60 health insurance reimbursement and $8,378 of retroactive pay.
+Added: During 2022 and 2021, other compensation totaling $4,973 and $23,045 included health insurance reimbursement.
There is no employment agreement in place for Mr.
−Removed: Thompson was awarded 75,000 options as part of the company’s 2018 stock option plan.
−Removed: The options to Mr.
−Removed: Thompson vest equally over the course of three years, and as of December 31, 2019, one third of the options have vested.
−Removed: Thompson was awarded 500,000 options which vest over 7 years200,000 Options were issued on December 13, 2021.
−Removed: $266,000 represents Black-Scholes Option Pricing Model.
+Added: 200,000 Options were issued on December 13, 2021.
+Added: The value in the option awards represents Black-Scholes Option Pricing Model.
Director Compensation
4 unchanged sentences
All Other Compensation
−Removed: Stephenson (Former) (3)
−Removed: Ian Sadler (Former) (4)
Michael Layman (4)
Gerardine Botte (5)
−Removed: For services rendered on the board of directors, Mr.
−Removed: Jensen was issued 25,000 options which vest immediately on October 1, 2020.
−Removed: The Option Award to Directors in Column (d) of $41,000 represents the amortized book value of warrants priced using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the warrants to the warrant holder.
+Added: The value of the Option Award to Directors in Column (d) represents the amortized book value of warrants priced using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the warrants to the warrant holder.
During 2021, 300,000 of options were issued to Mr.
1 unchanged sentence
The value of the options have been included in the officer compensation table.
−Removed: For services rendered on the board of directors, Mr.
−Removed: Sauve was issued 25,000 options which vest immediately on October 1, 2020.
−Removed: The Option Award to Directors in Column (d) of $41,000 represents the amortized book value of warrants priced using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the warrants to the warrant holder.
During 2022, 400,000 of options were issued to Mr.
+Added: Jensen for his service on the board and as serving as chairman and member of the strategic committee.
+Added: The value of the options have been included in the officer compensation table.
+Added: The value of the Option Award to Directors in Column (d) represents the amortized book value of warrants priced using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the warrants to the warrant holder.
+Added: During 2021, 150,000 of options were issued to Mr.
Sauve for his service on the board.
The value of the options have been included in the officer compensation table.
−Removed: Stephenson was appointed as a director on November 15, 2018.
−Removed: Stephenson was awarded 15,000 options for services rendered as a director.
−Removed: The options to Mr.
−Removed: Stephenson vest equally over the course of three years.
−Removed: Stephenson was awarded 25,000 options which vest immediately.
−Removed: The Option Award to Directors in Column (d) of $161,450 represents the amortized book value of warrants priced using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the warrants to the warrant holder.
−Removed: Other Compensation includes $0 and 13,640 of health insurance premiums paid by the Company for 2021 and 2020, respectively.
−Removed: Sadler was appointed as a director on November 15, 2018.
−Removed: Sadler was awarded 15,000 options for services rendered as a director.
−Removed: The options to Mr.
−Removed: Sadler vest equally over the course of three years.
−Removed: The Option Award to Directors in Column (d) of $120,450 represents the amortized book value of warrants priced valued using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the warrants to the warrant holder.
+Added: During 2022, 300,000 of options were issued to Mr.
+Added: Jensen for his service on the board and as serving as chairman and member of the strategic committee.
+Added: The value of the options have been included in the officer compensation table.
Taplin was appointed as a director on November 15, 2018.
−Removed: Taplin was awarded 15,000 options for services rendered as a director.
−Removed: The options to Mr.
−Removed: Taplin vest equally over the course of three years.
−Removed: Taplin was awarded 25,000 options which vest immediately.
−Removed: The Option Award to Directors in Column (d) of $161,450 represents the amortized book value of warrants priced using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the warrants to the warrant holder.
+Added: The value of the Option Award to Directors in Column (d) represents the amortized book value of warrants priced using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the warrants to the warrant holder.
During 2021, 150,000 options were issued to Mr.
Taplin for his service on the board.
+Added: During 2022, 150,000 options were issued to Mr.
+Added: Taplin for his service on the board.
Layman was appointed as a director on July 16, 2020.
−Removed: Layman was awarded 75,000 options for services rendered as a director.
−Removed: The options to Mr.
−Removed: Layman immediately.
−Removed: The Option Award to Directors in Column (d) of $93,500 represents the amortized book value of warrants valued using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the warrants to the warrant holder.
+Added: The value of the Option Award to Directors in Column (d) represents the amortized book value of warrants valued using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the warrants to the warrant holder.
During 2021, 250,000 options were issued to Mr.
Layman for his service on the board and as chairs of the Audit Committee and Compensation Committee.
+Added: During 2022, 450,000 options were issued to Mr.
+Added: Layman for his service on the board and as chairs of the Strategic, Audit Committee and Compensation Committee.
Botte was appointed as a director on November 23, 2020.
−Removed: Botte was awarded 25,000 options for her services on the board.
−Removed: The options vest immediately.
−Removed: The Option Award to Directors in Column (d) of $41,000 represents the amortized book value of warrants priced using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the warrants to the warrant holder.
+Added: The value of the Option Award to Directors in Column (d) represents the amortized book value of warrants priced using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the warrants to the warrant holder.
During 2021, 200,000 options were issued to Dr.
Botte for her service on the board.
+Added: During 2022, 200,000 options were issued to Dr.
+Added: Botte for her service on the board.
No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.
13 unchanged sentences
Those options vest over 9 years.
+Added: September 26, 2022 to purchase 550,000 shares of our Company at $2.44 per share.
+Added: Those options vest over 7 years.
November 23, 2020 to purchase up to 70,732 shares of our Company at $1.64 per share.
4 unchanged sentences
Those options vest over 7 years.
+Added: September 26, 2022 to purchase 350,000 shares of our Company at $2.44 per share.
+Added: Those options vest over 7 years.
- Chief Financial Officer:
5 unchanged sentences
Those options vest over 7 years.
+Added: September 26, 2022 to purchase 200,000 shares of our Company at $2.44 per share.
+Added: Those options vest over 7 years.
- Chief Operating Officer, who was issued options under our Employee Incentive Stock Option Plan on
50 unchanged sentences
During 2015, equipment purchasing was paid by an affiliate resulting in a note payable.
−Removed: The balance of the note was $74,000 as of December 31, 2021 and 2020 respectively.
+Added: The balance of the note was $0 and $74,000 as of December 31, 2022 and 2021, respectively.
On April 30, 2017, the Company purchased $250,000 of secured debt that had been owed to that party, by an operating subsidiary of a related party.
2 unchanged sentences
The second note in the amount of $100,000 is dated July 17, 2013, carries an interest rate of 12% and was due January 17, 2016.
−Removed: Both notes are in default and have been fully impaired due to collectability uncertainty as of December 31, 2021 and 2020, respectively.
−Removed: The Company, through its subsidiaries, leases property and mineral from a related entity, LRR.
−Removed: During the year ended December 31, 2021 and 2020, the Company incurred royalty expense in the amount of $232,208 and $330,060.29 to a related entity formally consolidated as a variable interest entity.
−Removed: As of December 31, 2021, and 2020, the Company owed the related entity a total of $679,146 and $737,981 for unpaid royalties and advances, respectively.
−Removed: From inception, October 24, 2016, through June 30, 2018, the accounts of LRR were consolidated with the company as a variable interest entity.
−Removed: Due to its ongoing review, on July 1, 2018 management determined that LRR no longer met the requirements of consolidation and the accounts were deconsolidated.
−Removed: On October 13, 2020, the company paid $110,828.89 to settle past sales commission invoices.
−Removed: The sales broker is 50% owned by one of our directors.
−Removed: On June 30, 2020 and on October 20, 2020, an investment fund controlled by one of our directors made investments in the Company’s convertible debt offering for a total of $1,250,000 as of December 31, 2021.
−Removed: On November 23, 2020, American Rare Earth, entered into an operating agreement with one of our directors to form Advanced Carbon Materials, LLC ACM.
−Removed: The agreement calls for the company to fund the ACM in the amount of $4,000 monthly for the purpose of procuring licenses to further advance the technologies in advanced carbon uses.
−Removed: As of December 31, 2021, no transaction between the companies had been made.
+Added: Both notes are in default and have been fully impaired due to collectability uncertainty.
+Added: On October 24, 2016, the Company sold certain mineral and land interests to a subsidiary of an entity, LRR, owned by members of the Company’s management.
+Added: LRR leases various parcels of land to QEI and engages in other activities creating miscellaneous income.
+Added: The consideration for the transaction was a note in the amount of $178,683.
+Added: The note bears no interest and is due in 2026.
+Added: As of January 28, 2017, the note was paid in full.
+Added: From October 24, 2016.
+Added: this transaction was eliminated upon consolidation as a variable interest entity.
+Added: As of July 1, 2018, the accounts of Land Resources & Royalties, LLC have been deconsolidated from the financial statements based upon the ongoing review of its status as a variable interest entity.
+Added: As of December 31, 2022, and 2021, amounts owed to LRR totaled $338,246 and $45,359, respectively.
On February 13, 2020, the Company entered into a Contract Services Agreement with Land Betterment Corp, an entity controlled by certain members of the Company’s management who are also directors and shareholders.
1 unchanged sentence
The agreement covers services across all of the Company’s properties.
−Removed: During 2020, the amount incurred under the agreement amounted to $1,547,671 and the amount paid amounted to $1,547,671.
−Removed: As of December 31, 2021, the amount due under the agreement amounted to $355,899.
−Removed: On June 11, 2020 the Company purchased $1,494,570 of secured debt including accrued interest that had been owed to that party, by an operating subsidiary of a related party.
+Added: During 2022 and 2021, the amount incurred under the agreement amounted to $5,572,644 and $4,296,266 and the amount paid amounted to $3,080,783 and $2,578,335.
+Added: As of December 31, 2022 and 2021, the amount due under the agreement amounted to $4,481,922 and $2,073,830.
+Added: The Company is the holder of 2,000,000 LBX Tokens with a par value of $250 for each token.
+Added: The token issuance process is undertaken by a related party, Land Betterment, and is predicated on proactive environmental stewardship and regulatory bond releases.
+Added: As of December 31, 2022, there is no market for the LBX Token and therefore no value has been assigned.
+Added: On June 11, 2020 the Company purchased $1,494,570 of secured debt included accrued interest that had been owed to that party, by an operating subsidiary of a related party.
As a result of the transaction, the Company is now the creditor on the four notes.
10 unchanged sentences
Botte and Messrs.
−Removed: Layman, Taplin, Stephenson (retired), and Sadler (retired) are independent are independent within the meaning of the listing standards for general independence of the NASDAQ Capital Market.
+Added: Layman, Taplin are independent are independent within the meaning of the listing standards for general independence of the NASDAQ Capital Market.
Under the listing standards, the Audit Committee is required to be composed solely of independent directors.
5 unchanged sentences
5041 ), services as the Company’s independent registered public accounting firm.
−Removed: The following is a summary of fees paid or to be paid to Malone Bailey LLP, and B.F.
+Added: The following is a summary of fees paid or to be paid to B.F.
Borgers CPA, PC, for services rendered for the years ended December 31, 2022 and 2021.
1 unchanged sentence
Audit related fees – BF Borgers, PC
−Removed: Audit related fees – Malone Bailey LLP
All other fees
101 unchanged sentences
Filed Herewith.
−Removed: XBRL Instance Document
−Removed: XBRL Taxonomy Extension Schema Document
−Removed: XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: XBRL Taxonomy Extension Definition Linkbase Document
−Removed: XBRL Taxonomy Extension Label Linkbase Document
−Removed: XBRL Taxonomy Extension Presentation Linkbase Document
+Added: Inline XBRL Instance Document
+Added: Inline XBRL Taxonomy Extension Schema Document
+Added: Inline XBRL Taxonomy Extension Calculation Linkbase Document
+Added: Inline XBRL Taxonomy Extension Definition Linkbase Document
+Added: Inline XBRL Taxonomy Extension Label Linkbase Document
+Added: Inline XBRL Taxonomy Extension Presentation Linkbase Document
Pursuant to the requirements of Section 13 or 15(d) 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.
55 unchanged sentences
We determined that there are no critical audit matters.
−Removed: /S/ BF Borgers CPA PC
+Added: /S/ BF Borgers CPA PC (PCAOB ID 5041)
We have served as the Company's auditor since 2020
4 unchanged sentences
Prepaid fees and deposits
−Removed: Receivables - other
Advances to related party
16 unchanged sentences
Total current liabilities
−Removed: Notes payable (net of issuance costs of $ 0 and $ 405,667 )
+Added: Notes payable
Convertible note payables (net of unamortized discount of $ 0 and $ 22,549 )
12 unchanged sentences
( 2,345,408 )
−Removed: ( 20,005,500 )
Total liabilities and stockholders' deficit
10 unchanged sentences
( 1,096,283 )
−Removed: Gain on purchase and disposal of asset, respectively
( 2,157,763 )
21 unchanged sentences
Other income and (expense)
−Removed: Gain on interest forgiven
−Removed: Gain on depreciation recapture
−Removed: Gain on sale of stock
+Added: Unrealized gain on trading securities
+Added: Gain on cancelation of debt
+Added: Gain on Sales of Assets
+Added: Gain on Sales of Patents
Amortization of debt discount and debt issuance costs
12 unchanged sentences
DECEMBER 31, 2022
−Removed: American Resources
−Removed: Preferred series A
−Removed: Preferred series C
paid in capital
2 unchanged sentences
$ ( 133,289,248 )
−Removed: Issuance of common stock for cash
−Removed: Issuance of common stock for debt conversions
−Removed: Issuance of common stock for consulting services
−Removed: Issuance of common stock for warrant exercises
−Removed: Issuance of common stock for account payable conversions
−Removed: Issuance of common stock for note settlement
−Removed: Return of common stock for asset sale
$ ( 20,005,500 )
−Removed: ( 1,840,000 )
−Removed: ( 1,840,200 )
−Removed: Issuance of warrants in conjunction with convertible notes
−Removed: Stock compensation - options
+Added: Shares issued in connection with registered offering
+Added: Shares issued in connection with warrant and option conversions
+Added: Shares issued in connection with debt and payable conversions
+Added: Shares issued for services
Amortization of debt discount
−Removed: ( 1,026,845 )
−Removed: ( 1,026,845 )
+Added: Stock compensation - options
+Added: Assumption of membership interest
( 32,504,323 )
4 unchanged sentences
$ ( 2,345,408 )
−Removed: Shares issued in connection with registered offering
Shares issued in connection with warrant and option conversions
3 unchanged sentences
Stock compensation - options
−Removed: Assumption of membership interest
+Added: Repurchase of Shares Outstanding
( 1,445,672 )
2 unchanged sentences
( 166,722,588 )
−Removed: $ ( 165,793,571 )
−Removed: $ ( 2,345,408 )
The accompanying footnotes are integral to the consolidated financial statements
11 unchanged sentences
Option Expense
−Removed: Discount Amortization Conver
−Removed: Liabilities reduced due to sale of assets
+Added: Discount Amortization Conversion
+Added: Gain on debt forgiveness
( 3,046,062 )
1 unchanged sentence
Loan forgiveness - NMTC
−Removed: Issuance of warrants in conjunction with convertible notes
−Removed: Loss on settlement of accounts payable with common shares
−Removed: Return of common shares for property sale
−Removed: ( 1,840,200 )
Change in current assets and liabilities:
4 unchanged sentences
( 2,943,442 )
−Removed: ( 4,301,976 )
Accrued interest
−Removed: ( 1,826,244 )
−Removed: Funds held for others
Accounts payable related party- Due to Affiliates
1 unchanged sentence
( 29,092,193 )
−Removed: ( 13,847,255 )
Cash Flows from Investing activities:
4 unchanged sentences
( 18,284,866 )
+Added: ( 2,500,000 )
Cash provided by investing activities
( 7,640,668 )
+Added: ( 5,918,943 )
Cash Flows from Financing activities:
8 unchanged sentences
( 5,648,698 )
−Removed: Proceeds from long term debt (net of issuance costs $0 and $0)
−Removed: Net (payments) proceeds from factoring agreement
−Removed: ( 1,807,443 )
+Added: Proceeds from long term debt
+Added: Cash used to repurchase shares
+Added: Principal payments on finance lease
Cash provided by financing activities
Increase (decrease) in cash
+Added: ( 1,597,284 )
Cash, beginning of year
9 unchanged sentences
Basis of Presentation and Consolidation:
−Removed: The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries American Carbon Corp (ACC), Deane Mining, LLC (Deane), Quest Processing LLC (Quest Processing), ERC Mining Indiana Corp (ERC), McCoy Elkhorn Coal LLC (McCoy), Knott County Coal LLC (KCC), Wyoming County Coal (WCC),Perry County Resources LLC (PCR), American Rare Earth LLC (ARE), American Metals LLC (AM) and American Opportunity Venture II, LLC (AOV II).
+Added: The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries American Carbon Corp (ACC), Deane Mining, LLC (Deane), Quest Processing LLC (Quest Processing), ERC Mining Indiana Corp (ERC), McCoy Elkhorn Coal LLC (McCoy), Knott County Coal LLC (KCC), Wyoming County Coal (WCC),Perry County Resources LLC (PCR), reElement Technologies LLC (RLMT), American Metals LLC (AM) and American Opportunity Venture II, LLC (AOV II).
All significant intercompany accounts and transactions have been eliminated.
36 unchanged sentences
On June 8, 2020, American Rare Earth LLC was created as a wholly owned subsidiary of ARC for the purpose of developing and monetizing rare earth mineral deposits.
+Added: During 2022, American Rare Earth LLC was renamed to reElement Technology LLC.
On June 28, 2020, American Metals LLC was created as a wholly owned subsidiary of ARC for the purpose of aggregating, processing and selling recovered steel and metals.
7 unchanged sentences
According to the commercial terms of the license, the Company is to receive 50% of future cash flows and 15,750,000 common shares of Novusterra, Inc.
+Added: During August 22, 2022, the Company sold the licensed patents to Novusterra, Inc.
+Added: All prior licensing obligations were voided upon the sale.
It has been determined that Novusterra is a variable interest entity and that the Company is not the primary beneficiary.
1 unchanged sentence
Asset Acquisitions:
−Removed: On February 12, 2019, through a share exchange, ARC merged with Empire Kentucky Land, Inc, its wholly-owned subsidiary Colonial Coal Company, Inc.
−Removed: and purchased assets consisting of surface and mineral ownership and other related agreements of Empire Coal Holdings, LLC in exchange for a cash payment of $ 500,000 which was carried as a seller note until paid on February 21, 2019, a seller note of $ 2,000,000 payable in the form of a royalty from production off of the property and 2,000,000 common shares of ARC’s stock valued at $ 24,400,000 .
−Removed: The note is currently in default as a result of non-payment at the earlier of i) completion of the securities offering and ii) August 20, 2019 (Maturity date).
−Removed: The default interest rate is 5%.
−Removed: American Resources Corporation has received a Breach of Promissory Notes from Empire Kentucky Land, Inc.
−Removed: The amount being sought is $ 2,000,000 as well as additional fees and charges.
−Removed: The acquired assets have an anticipated life of 25 years.
−Removed: Capitalized mining rights will be amortized based on productive activities over the anticipated life of 25 years.
−Removed: Amortization expense for this asset for the year ended December 31, 2021 and 2020 amounted to $ 0 and $ 0 , respectively.
−Removed: The assets will be measured for impairment when an event occurs that questions the realization of the recorded value.
−Removed: On May 8, 2020, the company sold Empire Kentucky Land, Inc.
−Removed: and its wholly-owned subsidiary Colonial Coal Company, Inc back to the seller under a Settlement, Rescission and Mutual Release Agreement.
−Removed: Under the agreement, the shares of Empire and the underlying property is sold to the seller for the consideration of the cancelation of $ 2,000,000 in seller financing and for 2,000,000 shares of the Company’s common shares.
−Removed: As such, the assets have been written down to $0 as of December 31, 2019 resulting in an impairment loss of $ 25,968,667 .
−Removed: On May 8, 2020, the Company entered into a Settlement, Rescission and Mutual Release Agreement with the parties of the Empire acquisition.
−Removed: The agreement provides for the property of Empire to transfer back to the former parties for the return of 2,000,000 common shares of the Company and extinguishment $ 2,000,000 seller financing note.
−Removed: Additionally, permits and bonding liability associated with the Point Rock Mine were also transferred back to the original permit holders for the consideration of them assuming the reclamation liability.
−Removed: The transaction resulted in a gain on sale of $ 6,820,949 for the year ended December 31, 2020.
−Removed: The stock and assets acquired do not represent a business as defined in FASB AS 805-10-20 due to their classification as a single asset.
−Removed: Accordingly, the assets acquired are initially recognized at the consideration paid, which was the liabilities assumed, including direct acquisition costs, of which there were none.
−Removed: The cost is allocated to the group of assets acquired based on their relative fair value.
−Removed: The assets acquired and liabilities assumed of Empire Coal were as follows at the purchase date:
−Removed: Acquired Mining Rights
−Removed: On August 16, 2019, ERC acquired certain assets known as the Gold Star Acquisition in exchange for assuming certain liabilities of LC Energy Operations, LLC and the payment of $ 400,000 , of which $ 177,000 of this amount was considered recovery of previously written off bad debt.
−Removed: The value of the assets received in excess of the liability assumed created a gain on purchase of $ 394,484 .
−Removed: The fair values of the asset retirement obligation liabilities assumed were determined to be $ 77,831 .
−Removed: The liabilities assumed do not require fair value readjustments.
−Removed: The company’s intention with this property is to reclaim the former mining operations and monetize the structure and equipment acquired.
−Removed: The assets acquired do not represent a business as defined in FASB AS 805-10-20 due to their classification as a single asset.
−Removed: Accordingly, the assets acquired are initially recognized at the consideration paid, which was the liabilities assumed and cash, including direct acquisition costs, of which there were none.
−Removed: The cost is allocated to the group of assets acquired based on their relative fair value.
−Removed: The assets acquired and liabilities assumed of LC Energy Operations, LLC were as follows at the purchase date:
−Removed: Restricted Cash
−Removed: Reclamation liability
On September 23, 2019, American Resources Corporation, (“Buyer”) entered into a binding agreement with Bear Branch Coal LLC, a Kentucky limited liability company, Perry County Coal LLC, a Kentucky limited liability company, Ray Coal LLC, a Kentucky limited liability company, and Whitaker Coal LLC, a Kentucky limited liability company (each a “Seller” and collectively, “Sellers”).
55 unchanged sentences
The balance of the restricted cash being held totaled $ 736,540 and $ 355,770 as of December 31, 2022 and 2021, respectively.
−Removed: During 2020, the Company established an escrow account for certain assumed liabilities in the PCR acquisition.
−Removed: The balance as of December 31, 2021 and 2020 includes in the amount of $ 0 and $ 347,070 , respectively, to pay for assumed liabilities in the PCR asset acquisition.
The following table sets forth a reconciliation of cash, cash equivalents, and restricted cash reported in the consolidated balance sheet that agrees to the total of those amounts as presented in the consolidated statement of cash flows for the year ended December 31, 2022 and December 31, 2021.
7 unchanged sentences
If these assets are determined to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair market value of the assets.
−Removed: During 2019, it was determined that certain long lived assets of Wayland and ERC Mining Indiana were impaired.
−Removed: The assets include mine development, processing and loading facilities used exclusively in the thermal coal market.
−Removed: Because of the ongoing depression of thermal coal prices, it was determined that the net book value of these assets would not be recognized.
−Removed: During 2020, the Empire property and the Point Rock Permits were sold to unrelated parties.
−Removed: As such, the asset was written down to $0 during 2019.
There was no impairment loss recognized during the period ending December 31, 2021.
21 unchanged sentences
Beginning Balance
−Removed: Pointrock Sale
Ending Balance
28 unchanged sentences
Customer Concentration and Disaggregation of Revenue:
−Removed: As of December 31, 2021, and 2020 75.3 % and 49.5 % of revenue came from two coal customers and three coal customers, respectively.
−Removed: During December 31, 2021, 95.1 % of revenue came from two metal recovery customers.
−Removed: As of December 31, 2021, and 2020, 79.5 % and 100 % of outstanding accounts receivable came from two and zero customers, respectively.
+Added: As of December 31, 2022, and 2021 99.7 % and 75.3 % of revenue came from three coal customers and three coal customers, respectively.
+Added: During December 31, 2022 and 2021, 100 % and 95.1 % of revenue came from three and two metal recovery customers.
+Added: As of December 31, 2022, and 2021, 100 % and 79.5 % of outstanding accounts receivable came from two and two customers, respectively.
For the year ended December 31, 2022 and 2021, 100 % and 100 % of generated from sales to the steel and industrial industry, respectively.
20 unchanged sentences
Principal and accrued interest is convertible into common shares at $ 1.05 per share.
+Added: The remaining balance of the convertible note outstanding converted to common shares during January 2023.
Loan Issuance Costs and Discounts are amortized using the effective interest method.
59 unchanged sentences
We pay $ 5,869 per month in rent for the office space and the rental lease expires December 2032 .
−Removed: On January 1, 2022, the Company entered into an expansion lease for the site.
−Removed: The amended lease has a ten-year term and $5,869 per month rate.
We also rent office space from an affiliated entity, LRR, at 11000 Highway 7 South, Kite, Kentucky 41828 and pay $ 1,702 per month rent and the rental lease expires January 1, 2030 .
3 unchanged sentences
The is for the period of 2 years with a rate of $ 4,745 .83 a month.
−Removed: At December 31, 2021.
−Removed: right of use assets and liabilities were comprised of the following:
+Added: On June 22, 2022 ReElement Technologies LLC entered into a Financial Lease for equipment at 2069 Highway 194 E., Meta, KY 41501 with Maxus Capital Group.
+Added: On August 16, 2022 the Company entered into a Financial Lease for equipment for it facilitates with Maxus Capital Group.
+Added: At December 31, 2022 and 2021 Right of use assets and liabilities were comprised of the following:
+Added: Operating Leases
Principal Office Lease
2 unchanged sentences
Rare Earth Commercial Purification Facility Lease
+Added: Finance Leases
+Added: Rare Earth Equipment Lease
+Added: Equipment Lease
NOTE 4 - NOTES PAYABLE
1 unchanged sentence
During the year ended December 31, 2021 and 2020, new debt issuances totaled $ 2,563,000 and $ 562,318 , respectively.
−Removed: During the year ended December 31, 2021 and 2020, net (payments) and proceeds from our factoring agreements totaled $ 0 and $( 1,807,443 ), respectively.
−Removed: During the year ended December 31, 2021 and 2020, discounts on debt issued amounted to $ 0 and $ 134,296 , respectively related to the Sales financing arrangement discussed below and the note payable discussed further in note 3.
−Removed: During 2021 and 2020, $ 8,637 and $ 11,516 was amortized into expense with $ 0 and $ 405,667 remaining as unamortized discount, respectively.
Short-term and Long-term debt consisted of the following at December 31, 2022 and 2021:
2 unchanged sentences
The note is secured by equipment and a personal guarantee by an officer of the Company.
−Removed: On October 19, 2017, ACC entered into an equipment financing agreement with an unaffiliated entity, Inc.
−Removed: to purchase certain surface equipment for $90,400.
−Removed: The agreement calls for monthly payments until maturity of October 19, 2019 and interest of 9.95%.
−Removed: The note is secured by the equipment purchased.
−Removed: On October 20, 2017, ACC entered into an equipment financing agreement with an unaffiliated entity, Inc.
−Removed: to purchase certain surface equipment for $50,250.
−Removed: The agreement calls for monthly payments until maturity of October 20, 2019 and interest of 10.60%.
−Removed: The note is secured by the equipment purchased.
On December 7, 2017, ACC entered into an equipment financing agreement with an unaffiliated entity, to purchase certain surface equipment for $56,900.
1 unchanged sentence
The note is secured by the equipment purchased.
+Added: The balance of the note was repaid with cash during 2021.
On January 25, 2018, ACC entered into an equipment loan agreement with an unrelated party in the amount of $346,660.
8 unchanged sentences
ARC Corporate Loan
+Added: On June 3, 2022, the Company entered into a loan agreement with an unrelated party in the amount of $2,500,000 with a maturity date of June 27, 2023.
+Added: The interest rate is 5% and payments are based on coal sales.
+Added: On April 20, 2022 the Company entered into a loan agreement with an unrelated party in the amount of $45,000 and will repay $63,000.
On April 23, 2020, the Company received loan proceeds in the amount of approximately $2,649,800 under the Paycheck Protection Program (“PPP”).
5 unchanged sentences
Starting April 1, 2021, the note requires monthly payments of $100,000 until the balance is paid in full.
−Removed: Customer Loan Agreement - ARC
−Removed: On December 31, 2018, the Company entered into a loan agreement with an unrelated party.
−Removed: The loan is for an amount up to $6,500,000 of which $3,000,000 was advanced on December 31, 2018 and $3,500,000 was advanced During 2019.
−Removed: The promissory agreement carries interest at 5% annual interest rate and payments of principal and interest shall be repaid at a per-ton rate of coal sold to the lender.
−Removed: The outstanding amount of the note has a maturity of April 1, 2020.
−Removed: The note is secured by all assets of the Company.
−Removed: Loan issuance costs totaled $41,000 as of December 31, 2018.
−Removed: Sales Financing Arrangement ARC
−Removed: During May 2018, the company entered into a financing arrangement with two unrelated parties.
−Removed: The notes totaled $2,859,500, carried an original issue discount of $752,535, interest rate of 0% and have a maturity date of January 2019 and are secured by future receivables as well as personal guarantees of two officers of the company.
−Removed: As of December 31, 2019 and 2018, unamortized original issue discount totaled $0 and $88,685 and unamortized loan issuance costs totaled $0 and $4,611, respectively.
−Removed: On April 1, 2020, $375,690.37 of this note was converted into a senior convertible note.
−Removed: (See Note 10)
−Removed: Equipment Loans – ERC
−Removed: Equipment lease payable to an unrelated company in 48 equal payments of $771 with an interest rate of 5.25% with a balloon payment at maturity of July 31, 2019.
−Removed: The note is secured by equipment and a corporate guarantee from Quest Energy Inc.
−Removed: Equipment lease payable to an unrelated company in 48 equal payments of $3,304 with an interest rate of 5.25% with a balloon payment at maturity of July 31, 2019.
−Removed: The note is secured by equipment and a corporate guarantee from Quest Energy Inc.
Equipment Loans - McCoy
−Removed: On May 2, 2017, ACC entered into an equipment purchase agreement with an unaffiliated entity, Inc.
−Removed: to purchase certain underground mining equipment for $250,000 which carries 0% interest.
−Removed: Full payment was due September 12, 2017, and the note is in default.
−Removed: The note is secured by the equipment purchased with the note.
−Removed: On June 12, 2017, ACC entered into an equipment purchase Agreement, which carried interest at 0% with an unaffiliated entity, Inc.
−Removed: to purchase certain underground mining equipment for $22,500.
−Removed: Full payment was due September 12, 2017, and the note is in default.
−Removed: The note is secured by the equipment purchased with the note.
On September 25, 2017, ACC entered into an equipment purchase Agreement, which carries 0% interest with an unaffiliated entity, Inc.
3 unchanged sentences
The note is secured by the equipment purchased with the note.
−Removed: Accounts Receivable Factoring Agreement
−Removed: Factoring Arrangements
−Removed: On December 19, 2019, the Company entered into a factoring arrange with an unrelated party.
−Removed: The arrangement is separated into two components.
−Removed: The first component is a promissory note in the amount of $1,189,223 with interest equaling 1.61% and a due date of December 31, 2021.
−Removed: The principal will be repaid out of future sales and the note is secured by certain fixed assets of PCR.
−Removed: The second component is advance of customer invoices totaling 2,200,486.
−Removed: The advances bear interest at 7% plus a $1 per ton fee and were re-paid in January 2020, from customer receipts.
−Removed: A customer of the Company advanced $550,000 for inventory.
−Removed: The advance is unsecured and bears no interest and will be recouped by future sales to the customer.
−Removed: The note is due on demand and has been repaid subsequent to year end.
−Removed: Kentucky New Markets Development Program
−Removed: Quest Processing - loan payable to Community Venture Investment XV, LLC, with interest only payments due quarterly until March 2023, at which time quarterly principal and interest payments are due.
−Removed: The note bears interest at 3.698554% and is due March 7, 2046.
−Removed: The loan is secured by all equipment and accounts of Quest Processing.
−Removed: Quest Processing - loan payable to Community Venture Investment XV, LLC, with interest only payments due quarterly until March 2023, at which time quarterly principal and interest payments are due.
−Removed: The note bears interest at 3.698554% and is due March 7, 2046.
−Removed: The loan is secured by all equipment and accounts of Quest Processing.
−Removed: Debt Discounts and Loan Issuance Costs
−Removed: Total note payables, net of discount
+Added: Total note payables
Current maturities
3 unchanged sentences
The debt matures in two years, with interest at 12.5% capitalizing monthly.
+Added: The remaining portion of convertible debt outstanding was converted to common shares during January 2023.
Debt Discounts
8 unchanged sentences
During 2015, equipment purchasing was paid by an affiliate resulting in a note payable.
−Removed: The balance of the note was $ 74,000 as of December 31, 2021 and 2020, respectively.
−Removed: During 2016, the Company entered into a coal sales commission agreement with a company for which a member services as a Company Independent Director.
−Removed: The company is to get 2% of the net sales price on all coal sold through pre-approved customers.
−Removed: Commissions earned during 2021 and 2020 amounted to $ 0 and $ 0 , respectively.
−Removed: As of December 31, 2021 and 2020, the balance owed on the agreement amounted to $ 0 and $ 0 , respectively.
−Removed: During 2020, the outstanding amount was paid in full.
+Added: The balance of the note was $ 0 and $ 74,000 as of December 31, 2022 and 2021, respectively.
On April 30, 2017, the Company purchased $ 250,000 of secured debt that had been owed to that party, by an operating subsidiary of a related party.
3 unchanged sentences
Both notes are in default and have been fully impaired due to collectability uncertainty.
−Removed: During July 2017, an officer of the Company advanced $ 50,000 to Quest.
−Removed: The advance is unsecured, non interest bearing and due on demand.
−Removed: During October 2018, the same officer advanced $ 13,500 under the same terms.
−Removed: (see Note 3).
−Removed: The balance as of December 31, 2021 and 2020 amounted to $ 0 and $ 53,639 , respectively.
−Removed: Subsequent to year end this note was converted into a senior secured convertible note.
−Removed: (see Note 10)
−Removed: During December 2018, an officer of the Company advanced $ 5,000 to American Resources.
−Removed: The advance is unsecured, non interest bearing and due on demand.
−Removed: (see Note 3) The balance as of December 31, 2021 and 2020 amounted to $ 0 and $ 5,000 , respectively.
−Removed: Subsequent to year end this note was converted into a senior secured convertible note.
−Removed: (see Note 10)
On October 24, 2016, the Company sold certain mineral and land interests to a subsidiary of an entity, LRR, owned by members of the Company’s management.
10 unchanged sentences
The agreement covers services across all of the Company’s properties.
−Removed: During 2021, the amount incurred under the agreement amounted to $ 4,296,266 and the amount paid amounted to $ 2,578,335 .
−Removed: As of December 31, 2021, the amount due under the agreement amounted to $ 2,073,830 .
+Added: During 2022 and 2021, the amount incurred under the agreement amounted to $ 5,572,644 and $ 4,296,266 and the amount paid amounted to $ 3,080,783 and $ 2,578,335 .
+Added: As of December 31, 2022 and 2021, the amount due under the agreement amounted to $ 4,481,922 and $ 2,073,830 .
The Company is the holder of 2,000,000 LBX Tokens with a par value of $ 250 for each token.
11 unchanged sentences
The note is in default and has been fully impaired due to collectability uncertainty.
+Added: American Opportunity Venture, LLC
+Added: During January 2021, the company invested $ 2,250,000 for 50% ownership and become the managing member of American Opportunity Venture, LLC.
+Added: (AOV) It has been determined that AOV is a variable interest entity and that the Company is not primary beneficiary.
+Added: As such, the investment in AOV will be accounted for using the equity method of accounting.
+Added: Condensed Summary Financials as Of December 31, 2022:
+Added: Balance Sheet
+Added: Investment in American Acquisition Opportunity Inc
+Added: Members Equity
+Added: Total Liabilities and Members' Equity
+Added: American Opportunity Venture II, LLC
+Added: During March 2021, the Company invested $ 25,000 for 100% ownership and become the managing member of American Opportunity Venture II, LLC.
+Added: As such, the investment in AOVII has been eliminated in the accompanying financial statements.
+Added: As of June 30, 2022, AOVII has had no operational activity.
+Added: Condensed Summary Financials as Of December 31, 2021:
+Added: Balance Sheet
+Added: Members Equity
+Added: Total Liabilities and Members' Equity
+Added: Novusterra, Inc.
+Added: During March 2021, the Company licensed certain technology to an unrelated entity, Novusterra, Inc.
+Added: According to the commercial terms of the license, the Company is to receive 50% of future cash flows and 15,750,000 common shares of Novusterra, Inc.
+Added: During August 22, 2022, the Company sold the licensed patents to Novusterra, Inc.
+Added: All prior licensing obligations were voided upon the sale.
+Added: It has been determined that Novusterra is a variable interest entity and that the Company is not the primary beneficiary.
+Added: As such, the investment in Novusterra will be accounted for using the equity method of accounting.
+Added: As of June 30, 2022, Novusterra has had no operational activity.
+Added: Condensed Summary Financials as Of December 31, 2022:
+Added: Current assets:
+Added: Cash and cash equivalents
+Added: Total current assets
+Added: Non-current assets:
+Added: Intangible assets
+Added: Operating lease right-of-use asset
+Added: Total non-current assets
+Added: Liabilities and Stockholders’ Equity
+Added: Current liabilities:
+Added: Accounts payables
+Added: Accrued interest
+Added: Other current liabilities
+Added: Current portion of operating lease liabilities
+Added: Total current liabilities
+Added: Long term debt, net of current portion
+Added: Operating lease liabilities, less current portion
+Added: Total liabilities
+Added: Commitments and contingencies
+Added: Stockholders’ Equity
+Added: Preferred stock - no par value;
+Added: 400,000,000 shares authorized;
+Added: 0 shares issued and outstanding as of December 31, 2021 and December 31, 2020
+Added: Class A Common stock - no par value;
+Added: 2,600,000,000 shares and 2,400,000,000 shares authorized as of December 31, 2021 and December 31, 2020, respectively;
+Added: 10,481,347 shares and 832,670 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively
+Added: Class B Common stock - no par value;
+Added: 0 shares and 200,000,000 shares authorized as of December 31, 2021 and December 31, 2020, respectively;
+Added: 0 shares and 3,666,667 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively
+Added: Accumulated deficit
+Added: Total stockholders’ equity
+Added: Total Liabilities and Stockholders’ Equity
+Added: Condensed Summary Financials as Of December 31, 2021:
+Added: Current assets:
+Added: Cash and cash equivalents
+Added: Total current assets
+Added: Non-current assets:
+Added: Intangible assets
+Added: Operating lease right-of-use asset
+Added: Total non-current assets
+Added: Liabilities and Stockholders’ Equity
+Added: Current liabilities:
+Added: Accounts payables
+Added: Accrued interest
+Added: Other current liabilities
+Added: Current portion of operating lease liabilities
+Added: Total current liabilities
+Added: Long term debt, net of current portion
+Added: Operating lease liabilities, less current portion
+Added: Total liabilities
+Added: Commitments and contingencies
+Added: Stockholders’ Equity
+Added: Preferred stock - no par value;
+Added: 400,000,000 shares authorized;
+Added: 0 shares issued and outstanding as of December 31, 2021 and December 31, 2020
+Added: Class A Common stock - no par value;
+Added: 2,600,000,000 shares and 2,400,000,000 shares authorized as of December 31, 2021 and December 31, 2020, respectively;
+Added: 10,481,347 shares and 832,670 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively
+Added: Class B Common stock - no par value;
+Added: 0 shares and 200,000,000 shares authorized as of December 31, 2021 and December 31, 2020, respectively;
+Added: 0 shares and 3,666,667 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively
+Added: Accumulated deficit
+Added: Total stockholders’ equity
+Added: Total Liabilities and Stockholders’ Equity
NOTE 6 – KENTUCKY NEW MARKETS DEVELOPMENT PROGRAM
21 unchanged sentences
accrued expenses.
−Removed: Deferred tax assets consisted of $ 6,366,032 and $ 1,786,715 at December 31, 2021 and 2020, respectively, which was fully reserved.
+Added: Deferred tax liability and assets consisted of $ 344,509 and $ 6,366,032 at December 31, 2022 and 2021, respectively, which was fully reserved.
Deferred tax assets consist of net operating loss carryforwards in the amount of $ 23,831,009 and $ 24,175,518 at December 31, 2022 and 2021, respectively, which was fully reserved.
−Removed: The net operating loss carryforwards for years 2015, 2016, 2017, 2018.
−Removed: 2019 and 2020 begin to expire in 2035.
+Added: The net operating loss carryforwards for years 2015, 2016, 2017, 2018, 2019, 2020, and 2021 begin to expire in 2035 .
The application of net operating loss carryforwards are subject to certain limitations as provided for in the tax code.
76 unchanged sentences
Common Share Transactions
−Removed: On October 8, 2020, the Company issued 5,200,000 shares of Class A Common Stock at a price of $2.50 per share in conjunction with its effective S-3/A Registration Statement.
−Removed: Net proceeds to the Company amounted to $12,030,000.
−Removed: During 2020, the Company issued 2,608,653 share of Class A Common Stock pursuant to warrant conversions.
−Removed: During 2020, the Company issued 6,084,454 shares of Class A Common Stock pursuant to debt conversions.
−Removed: During 2020, the Company issued 15,000 shares of Class A Common Stock pursuant to various consulting arrangements.
−Removed: During 2020, the Company issued 15,000 shares of Class A Common Stock pursuant to various consulting arrangements.
−Removed: During 2020, the Company issued 229,373 shares of Class A Common Stock pursuant to payable conversions.
On March 17, 2021, 425,000 of restricted common shares were sold.
5 unchanged sentences
During 2021, the Company issued 162,000 shares of Class A Common Stock pursuant to various consulting arrangements.
+Added: During 2022, the Company issued 549,395 share of Class A Common Stock pursuant to warrant conversions.
+Added: During 2022, the Company issued 1,209,643 shares of Class A Common Stock pursuant to debt conversions.
+Added: During 2022, the Company issued 20,000 shares of Class A Common Stock pursuant to various consulting arrangements.
+Added: During 2022, the Company repurchased 86,410 shares of Class A Common Stock.
Common Stock Option Transactions
18 unchanged sentences
The individual option awards vest over a period of 1 to 9 years .
+Added: During July and September 2022, the Company issued 2,675,000 Employee Stock options under the current plan.
+Added: The individual option awards vest over a period of 1 to 9 years.
Warrant Transactions
14 unchanged sentences
New Warrant Issuances
−Removed: On February 3, 2020 Warrant C-5 was issued in connection to the conversion of $ 9,494,073 of outstanding debt into the senior convertible note.
−Removed: Warrant C-5 is for 949,407 warrant shares.
−Removed: The warrants carry an exercise price of $ 1.50 and an expiration date of February 3, 2023 .
−Removed: On February 20, 2020 Warrant C-6 was issued in connection to the purchase of $ 200,000 of the senior convertible notes.
−Removed: Warrant C-6 is for 20,000 warrant shares.
−Removed: The warrants carry an exercise price of $ 1.50 and an expiration date of February 20, 2022 .
−Removed: On April 1, 2020 Warrant C-7 was issued in connection to the conversion of $ 375,690 of outstanding debt into the senior convertible notes.
−Removed: Warrant C-7 is for 37,569 warrant shares.
−Removed: The warrants carry an exercise price of $ 1.50 and an expiration date of April 1, 2022 .
−Removed: On April 1, 2020 Warrant C-8 was issued in connection to the conversion of $ 225,000 of outstanding debt into the senior convertible notes.
−Removed: Warrant C-8 is for 22,500 warrant shares.
−Removed: The warrants carry an exercise price of $ 1.50 and an expiration date of April 1, 2022 .
−Removed: On April 1, 2020 Warrant C-9 was issued in connection to the conversion of $ 900,000 of outstanding debt into the senior convertible notes.
−Removed: Warrant C-9 is for 90,000 warrant shares.
−Removed: The warrants carry an exercise price of $ 1.50 and an expiration date of April 1, 2022 .
−Removed: On April 1, 2020 Warrant C-10 was issued in connection to the conversion of $ 1,888,444 of outstanding debt into the senior convertible notes.
−Removed: Warrant C-10 is for 188,844 warrant shares.
−Removed: The warrants carry an exercise price of $ 1.50 and an expiration date of April 1, 2022 .
−Removed: On April 1, 2020 Warrant C-11 was issued in connection to the conversion of $ 200,000 of outstanding debt into the senior convertible notes.
−Removed: Warrant C-11 is for 20,000 warrant shares.
−Removed: The warrants carry an exercise price of $ 1.50 and an expiration date of April 1, 2022 .
−Removed: On April 1, 2020 Warrant C-12 was issued in connection to the conversion of $ 110,000 of outstanding debt into the senior convertible notes.
−Removed: Warrant C-12 is for 11,000 warrant shares.
−Removed: The warrants carry an exercise price of $ 1.50 and an expiration date of April 1, 2022 .
−Removed: On April 1, 2020 Warrant C-13 was issued in connection to the purchase of $ 22,500 of the senior convertible notes.
−Removed: Warrant C-13 is for 2,250 warrant shares.
−Removed: The warrants carry an exercise price of $ 1.50 and an expiration date of April 1, 2022 .
−Removed: On April 14, 2020 Warrant C-15 was issued in connection to the purchase of $ 53,639 of the senior convertible notes.
−Removed: Warrant C-15 is for 5,364 warrant shares.
−Removed: The warrants carry an exercise price of $ 1.50 and an expiration date of April 14, 2022 .
−Removed: On April 14, 2020 Warrant C-16 was issued in connection to the purchase of $ 5,000 of the senior convertible notes.
−Removed: Warrant C-16 is for 500 warrant shares.
−Removed: The warrants carry an exercise price of $ 1.50 and an expiration date of April 14, 2022 .
−Removed: On June 1, 2020 Warrant A-9 was issued in connection to legal services provided.
−Removed: Warrant A-9 is for 100,000 warrant shares.
−Removed: The warrants carry an exercise price of $ 1.00 and an expiration date of June 1, 2022.
−Removed: On June 1, 2020 Warrant C-18 was issued in connection to the issuance of $ 2,000 of the senior convertible notes.
−Removed: Warrant C-18 is for 200 warrant shares.
−Removed: The warrants carry an exercise price of $ 1.50 and an expiration date of June 1, 2022 .
−Removed: On June 5, 2020 Warrant C-27 was issued in connection to the issuance of $ 2,000 of the senior convertible notes.
−Removed: Warrant C-27 is for 200 warrant shares.
−Removed: The warrants carry an exercise price of $ 1.50 and an expiration date of June 5, 2022 .
−Removed: On June 11, 2020 Warrant C-19 was issued in connection to the issuance of $ 1,019,573 of the senior convertible notes.
−Removed: Warrant C-19 is for 101,957 warrant shares.
−Removed: The warrants carry an exercise price of $ 1.50 and an expiration date of June 11, 2022 .
−Removed: On June 11, 2020 Warrant C-20 was issued in connection to the issuance of $ 474,996 of the senior convertible notes.
−Removed: Warrant C-20 is for 47,500 warrant shares.
−Removed: The warrants carry an exercise price of $ 1.50 and an expiration date of June 11, 2022 .
−Removed: On June 15, 2020 Warrant C-23 was issued in connection to the issuance of $ 2,000 of the senior convertible notes.
−Removed: Warrant C-23 is for 200 warrant shares.
−Removed: The warrants carry an exercise price of $ 1.50 and an expiration date of June 15, 2022 .
−Removed: On June 16, 2020 Warrant C-24 was issued in connection to the issuance of $ 12,154 of the senior convertible notes.
−Removed: Warrant C-24 is for 1,215 warrant shares.
−Removed: The warrants carry an exercise price of $ 1.50 and an expiration date of June 16, 2022 .
−Removed: On June 22, 2020 Warrant C-21 was issued in connection to the purchase of $ 180,000 of the senior convertible notes.
−Removed: Warrant C-21 is for 18,000 warrant shares.
−Removed: The warrants carry an exercise price of $ 1.50 and an expiration date of June 30, 2022 .
−Removed: On June 23, 2020 Warrant C-25 was issued in connection to the issuance of $ 2,000 of the senior convertible notes.
−Removed: Warrant C-25 is for 200 warrant shares.
−Removed: The warrants carry an exercise price of $ 1.50 and an expiration date of June 23, 2022 .
−Removed: On June 30, 2020 Warrant C-26 was issued in connection to the issuance of $ 2,000 of the senior convertible notes.
−Removed: Warrant C-26 is for 200 warrant shares.
−Removed: The warrants carry an exercise price of $ 1.50 and an expiration date of June 30, 2022 .
−Removed: On June 30, 2020 Warrant C-21 was issued in connection to the purchase of $ 570,000 of the senior convertible notes.
−Removed: Warrant C-21 is for 57,000 warrant shares.
−Removed: The warrants carry an exercise price of $ 1.50 and an expiration date of June 30, 2022 .
−Removed: On August 19, 2020 Warrant C-28 was issued in connection to the purchase of $ 2,081,273 of the senior convertible notes.
−Removed: Warrant C-22 is for 208,127 warrant shares.
−Removed: The warrants carry an exercise price of $ 1.50 and an expiration date of August 19, 2022 .
−Removed: On August 26, 2020 Warrant C-22 was issued in connection to the purchase of $ 150,000 of the senior convertible notes.
−Removed: Warrant C-22 is for 15,000 warrant shares.
−Removed: The warrants carry an exercise price of $ 1.50 and an expiration date of August 26, 2022 .
−Removed: On September 8, 2020 Warrant C-14 was issued in connection to the purchase of $ 134,367 of the senior convertible notes.
−Removed: Warrant C-14 is for 13,437 warrant shares.
−Removed: The warrants carry an exercise price of $ 1.50 and an expiration date of September 8, 2022 .
−Removed: On September 14, 2020 Warrant C-29 was issued in connection to the purchase of $ 105,000 of the senior convertible notes.
−Removed: Warrant C-29 is for 10,500 warrant shares.
−Removed: The warrants carry an exercise price of $ 1.50 and an expiration date of September 14, 2022 .
−Removed: On September 14, 2020 Warrant C-30 was issued in connection to the purchase of $ 105,000 of the senior convertible notes.
−Removed: Warrant C-30 is for 10,500 warrant shares.
−Removed: The warrants carry an exercise price of $ 1.50 and an expiration date of September 14, 2022 .
−Removed: On September 16, 2020 Warrant C-31 was issued in connection to the purchase of $ 105,000 of the senior convertible notes.
−Removed: Warrant C-31 is for 10,500 warrant shares.
−Removed: The warrants carry an exercise price of $ 1.50 and an expiration date of September 16, 2022 .
−Removed: On September 29, 2020 Warrant C-32 was issued in connection to the purchase of $ 105,000 of the senior convertible notes.
−Removed: Warrant C-32 is for 10,500 warrant shares.
−Removed: The warrants carry an exercise price of $ 1.50 and an expiration date of September 29, 2022 .
−Removed: On September 30, 2020 Warrant C-33 was issued in connection to the purchase of $ 105,000 of the senior convertible notes.
−Removed: Warrant C-33 is for 10,500 warrant shares.
−Removed: The warrants carry an exercise price of $ 1.50 and an expiration date of September 30, 2022 .
−Removed: On October 20, 2020 Warrant C-34 was issued in connection to the purchase of $ 500,000 of the senior convertible notes.
−Removed: Warrant C-34 is for 50,000 warrant shares.
−Removed: The warrants carry an exercise price of $ 1.50 and an expiration date of October 20, 2022.
−Removed: On November 17, 2020 Warrant C-35 was issued in connection to the purchase of $ 550,000 of the senior convertible notes.
−Removed: Warrant C-35 is for 55,000 warrant shares.
−Removed: The warrants carry an exercise price of $ 1.50 and an expiration date of November 17, 2022.
−Removed: On December 30, 2020 Warrant C-36 was issued in connection to the purchase of $ 500,000 of the senior convertible notes.
−Removed: Warrant C-36 is for 50,000 warrant shares.
−Removed: The warrants carry an exercise price of $ 1.50 and an expiration date of December 30, 2022.
On January 26, 2021, the Company issued Common Stock Purchase Warrant “A-10” for rare earth capture advisory.
25 unchanged sentences
The warrants expire on June 9, 2026 .
+Added: On July 28, 2022, the Company issued Common Stock Purchase Warrant “A-12” in conjunction with a IR Services.
+Added: The warrant provides the option to purchase 60,000 Class A Common Shares at a price of $ 3.50 .
+Added: The warrants expire on July 28, 2026 .
The company uses the black Scholes option pricing model to value its warrants and options.
4 unchanged sentences
Expected life of warrants
−Removed: 1 - 6.30 years
Company Warrants:
29 unchanged sentences
Consideration for the acquired assets was the assumption of reclamation bonds totaling $ 234,240 , 1,727,273 shares of common stock of the company, a seller note of $ 350,000 and a seller note of $ 250,000 .
−Removed: On September 20, 2019 Wyoming County received a Notice of Breach of the asset purchase agreement between WCC and Synergy Coal, LLC due to consideration of $ 225,000 not being paid, failure to file for permit transfers and pay delinquent transfer fees of $ 10,500 and other contract breaches, including failure to transfer reclamation surety bonds.
−Removed: During 2020, WCC has paid the delinquent transfer fees and has filed for permit transfer and the seller note was satisfactorily converted into the AREC’s convertible note offering.
−Removed: As a result of these steps, the seller notified us on May 17, 2020 that all breaches were cured.
−Removed: As of the balance sheet date, the West Virginia permit transfers have not yet been approved, the seller has not been paid cash amounts due, and WCC has not substituted its reclamation surety bonds for the seller’s bond collateral.
−Removed: The Empire acquisition loan in conjunction with the Empire Kentucky Land merger totaling $ 2,500,000 is due with $500,000 upfront and $2,000,000 due through a $1 per ton royalty off the coal sold from the acquired property and is secured by the underlying property.
−Removed: This note is currently in default and the company received a breach of contract notice in September 2019.
−Removed: On May 8, 2020, the Company entered into a Settlement, Rescission and Mutual Release Agreement with the parties of the Empire acquisition.
−Removed: The agreement provides for the property of Empire to transfer back to the former parties for the return of 2,000,000 common shares of the Company and extinguishment $ 2,000,000 seller financing note.
−Removed: Additionally, permits and bonding liability associated with the Point Rock Mine were also transferred back to the original permit holders for the consideration of them assuming the reclamation liability.
−Removed: The default was cured on May 8, 2020 through the Settlement, Recission and Mutual Release Agreement.
−Removed: On April 3, 2019 KCC partially settled a case relating to a reclamation issue while the property was under former ownership.
−Removed: The settled amount is $ 100,000 which will be paid out of a prior insurance policy.
−Removed: The remaining portion of the case was settled during for amount of $ 280,000 .
−Removed: The outstanding amount has not been paid as of the report date and is included in trade payables.
+Added: As of the balance sheet date, the West Virginia permit transfers have not yet been approved.
On September 26, 2019, the Company received notice that a certain lease assumption as part of the PCR acquisition was being disputed by the lessor (see note 1).
4 unchanged sentences
We also rent office space from an affiliated entity, LRR, at 11000 Highway 7 South, Kite, Kentucky 41828 and pay $ 1,702 per month rent and the rental lease expires January 1, 2030 .
−Removed: On August 17, 2021, American Rare Earth entered into a Commercial Land Lease sublease agreement with Land Betterment for nearly 7 acres of land for the purpose of building a commercial grade critical element purification facility.
+Added: On August 17, 2021, ReElement entered into a Commercial Land Lease sublease agreement with Land Betterment for nearly 7 acres of land for the purpose of building a commercial grade critical element purification facility.
The sublease is for the period of 5 years with a rate of $ 3,500 a month.
−Removed: On October 8, 2021, American Rare Earth entered into a Commercial Lease for 6,700 square feet of warehouse space for the purpose of building a commercial grade critical element purification facility.
+Added: On October 8, 2021, ReElement entered into a Commercial Lease for 6,700 square feet of warehouse space for the purpose of building a commercial grade critical element purification facility.
The is for the period of 2 years with a rate of $ 4,745 .83 a month.
1 unchanged sentence
NOTE 10 - SUBSEQUENT EVENTS
−Removed: On January 26, 2022, the Company received notice from the Small Business Administration that $ 1,521,304 .44 of principal and $ 27,256 .70 of accrued interest was forgiven under the Paycheck Protection Plan.
−Removed: The remaining $ 1,128,495 .56 remains due as outlined in the original note.
+Added: On January 31, 2023, the remaining amounts of the convertible notes in the amount of $ 9,891,241 was converted into 9,420,230 common shares of the Company.
+Added: Extinguishing all future liabilities under the convertible note.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.