American Resources Corp 10-K/A

Item 9A. Controls and Procedures (a) Evaluation of Disclosure Controls and Procedures. The management, with participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 12a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Annual Report. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply is judgement in evaluating the benefits of possible controls and procedures relative to their costs. Based on management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2024, due to the weakness in internal control over financial reporting described below, our disclosure controls and procedures are not designed at a reasonable assurance level or effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As discussed below, we plan on increasing the size of our accounting staff at the appropriate time for our business and its size to ameliorate the concern that the Company does not effectively segregate certain accounting duties, which we believe would resolve the material weakness in internal control over financial reporting and similarly improve disclosure controls and procedures, but there can be no assurances as to the timing of any such action or that the Company will be able to do so. (b) Management’s Annual Report on Internal Control over Financial Reporting. The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Principal Executive Officer and Principal Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with the U.S. generally accepted accounting principles. As of December 31, 2024, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934 and based on the criteria for effective internal control described Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.. Based on this evaluation, management concluded that our internal controls over financial reporting were not effective for the purposes for which it is intended. Specifically, managements determination was based on the following material weakness which existed as of December 31, 2024: 34 Table of Contents Due to the Company’s insufficient number of staff performing accounting and reporting functions, there is a lack of segregation of duties within the financial reporting function resulting in limited level of multiple reviews among those tasked with preparing the financial statements, resulting in the need for adjustments. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. Notwithstanding the determination that our internal control over financial reporting was not effective, as of December 31, 2024, and that there was a material weakness as identified in this Annual Report, we believe that our consolidated financial statements contained in this Annual Report fairly present our financial position, results of operations and cash flows for the years covered hereby in all material respects. The management, including its Principal Executive Officer and Principal Financial Officer, does not expect that its disclosure controls and procedures, or its internal controls over financial reporting will prevent all error and all fraud. A control system no matter how well conceived and operated, can provide only reasonable not absolute assurance that the objectives of the control system are met. Further, the design of control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any within the Company have been detected. This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to the temporary rules of the SEC that permit the Company to provide only management’s report in this Annual Report. This report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of this section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. (c) Changes in Internal Control Over Financial Reporting There have been no changes in the Company’s internal control over financial reporting during the period ended December 31, 2024 that have materially affected the Company’s internal controls over financial reporting. Item 9B. Other Information. None. 35 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance. Directors and Executive Officers. The following individuals serve as our executive officers and members of our board of directors as of December 31, 2024: Name Age Positions Mark C. Jensen 45 Chief Executive Officer, Chairman of the Board of Directors Thomas M. Sauve 46 President, Director Kirk P. Taylor 46 Chief Financial Officer Tarlis R. Thompson 42 Chief Operating Officer Josh Hawes 39 Independent Director Gerardine Botte, PH.D. 53 Independent Director Courtenay O. Taplin 73 Independent Director Mark C. Jensen (age 45) – Chief Executive Officer Mark has been an operator, investor and consultant in various natural resources and energy businesses. He has been highly involved in the navigation of numerous growth businesses to mature businesses, working as a managing member at T Squared Capital LLC since 2007, an investment firm focused on private equity styled investing in start-up businesses. Mark has significant experience with major Wall Street firms such as Citigroup and graduated from the Kelley School of Business at Indiana University with a BS in Finance and International Studies with a focus on Business. Mark also studied in Sydney Australia through Boston University completing his International Studies degree with a focus on East Asian culture and business. There are no arrangements or understandings between Mark and any other persons pursuant to which he was selected as an officer. He has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Thomas M. Sauve (age 46) – President Tom has been involved a number of energy related businesses. Prior he had been an investor and partner in various natural resources assets over the last seven years including coal mining operations and various oil and gas wells throughout Texas and the Appalachia region. Since 2007, Tom also worked as a managing member at T Squared Capital LLC, an investment firm focused on private equity styled investing in start-up businesses Tom received his Bachelor’s degree in Economics, magna cum laude, from the University of Rochester, New York, with additional studies at the Simon Graduate School of Business. There are no arrangements or understandings between Tom and any other persons pursuant to which he was selected as an officer. He has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. 36 Table of Contents Kirk Taylor, CPA (age 45) – Chief Financial Officer Kirk conducts all tax and financial accounting roles of the organization, and has substantial experience in tax credit analysis and financial structure. Kirk’s main focus over his 13 years in public accounting had been the auditing, tax compliance, financial modeling and reporting on complex real estate and business transactions utilizing numerous federal and state tax credit and incentive programs. Prior to joining American Resources Corporation, Kirk was Chief Financial Officer of Quest Energy, Inc., ARC’s wholly-owned subsidiary. Prior to joining Quest Energy in 2015, he was a Manager at K.B. Parrish & Co. LLP where he worked since 2014. Prior to that, he worked at Katz Sapper Miller since 2012 as Manager. In addition, Kirk is an instructor for the CPA examination and has spoken at several training and industry conferences. He received a BS in Accounting and a BS in Finance from the Kelley School of Business at Indiana University, Bloomington Indiana and is currently completing his Masters of Business Administration from the University of Saint Francis at Fort Wayne, Indiana. Kirk serves his community in various ways including as the board treasurer for a community development corporation in Indianapolis, Indiana. Kirk does not have any family relationships with any of the Company’s directors or executive officers. There are no arrangements or understandings between Kirk and any other persons pursuant to which he was selected as an officer. He has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Tarlis R. Thompson (age 42) – Chief Operating Officer Tarlis overseas all operations at American Resources’ Central Appalachian subsidiaries, which includes McCoy Elkhorn, Deane Mining, and Knott County Coal. In this role, Tarlis manages the activities at the company’s various coal processing facilities and loadout, coordinates coal production at the company’s various mines, manages environmental compliance and reclamation, and is responsible for coal quality control and shipments to customers. Tarlis graduated from Millard High School in Kentucky in 2001 and subsequently worked for Commercial Testing and Engineering, working underground, performing surveying services and coal sampling. In 2002 he joined SGS Minerals, working as a Quality Control Manager. Shortly thereafter, he joined Massey Energy, working as logistics manager for coal shipments via truck and train, as well as a coal quality manager, working under Jim Slater and Mike Smith. After several years at Massey, Tarlis joined Central Appalachian Mining (CAM), in charge of lab analysis and environmental compliance at CAM’s various processing plants and loadouts. Tarlis graduated from Millard High School and has additional courses in Mining Engineering from Virginia Tech (Training), Business Administration Management from National College in Pikeville, and LECO Certified Course from West Virginia Training Institute. Tarlis does not have any family relationships with any of the Company’s directors or executive officers. There are no arrangements or understandings between Tarlis and any other persons pursuant to which he was selected as an officer. He has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Directors: Mark C. Jensen – Chairman of Board & Director Mark has been an operator, investor and consultant in various natural resources and energy businesses. He has been highly involved in the navigation of numerous growth businesses to mature businesses, working as a managing member at T Squared Capital LLC since 2007, an investment firm focused on private equity styled investing in start-up businesses. Mark has significant experience with major Wall Street firms such as Citigroup and graduated from the Kelley School of Business at Indiana University with a BS in Finance and International Studies with a focus on Business. Mark also studied in Sydney Australia through Boston University completing his International Studies degree with a focus on East Asian culture and business. There are no arrangements or understandings between Mark and any other persons pursuant to which he was selected as an officer. He has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Thomas M. Sauve – Director Tom has been involved a number of energy related businesses. Prior he had been an investor and partner in various natural resources assets over the last seven years including coal mining operations and various oil and gas wells throughout Texas and the Appalachia region. Since 2007, Tom also worked as a managing member at T Squared Capital LLC, an investment firm focused on private equity styled investing in start-up businesses Tom received his Bachelor’s degree in Economics, magna cum laude, from the University of Rochester, New York, with additional studies at the Simon Graduate School of Business. There are no arrangements or understandings between Tom and any other persons pursuant to which he was selected as an officer. He has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. 37 Table of Contents Josh Hawes – Director Josh Hawes is an Independent Board Director at American Resources Corporation (AREC). He brings over 15+ years of leadership experience, specializing in commodities, buy-side/sell-side investments, and advanced technologies, to assist AREC with its capital markets plan and corporate strategy. He has a vast knowledge of capital markets integration with strategic vision and vertical integration. Josh is currently the chair of the Audit and Compensation committees for AREC. His prior experience includes chief strategy officer of USA Rare Earth, CEO of Delta1x and Hawking Alpha. Hawes holds licenses spanning commodities, investment banking, public, and private securities, including Series 3, 63, 65, 7, 79, 82, and SIE. As well, Josh holds several professional designations, such as Wharton Business School’s Corporate Governance program certificate, “Maximizing Your Effectiveness in the Boardroom,” and University of Cambridge Judge Business School, “Circular Economy and Sustainability Strategies.” He is also holder of the Chartered Market Technician, Certified Hedge Fund Professional, and Qualified Family Office Professional A Wireless Software Engineering graduate from Auburn University. The Board nominated Josh to serve as a director because of his experience and relationships in the critical minerals sector, banking sector and his experience in growth businesses. He has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Gerardine Botte, PH.D. – Director Dr. Botte has over 21 years of experience in the development of electrochemical processes and advanced water treatment. She has served in leadership roles for the Electrochemical Society and is currently the Chair of the Electrochemical Process Engineering and Technology Division of the International Society of Electrochemistry. Dr. Botte also serves as the Editor in Chief of the Journal of Applied Electrochemistry. In 2014, she was named a Fellow of the Electrochemical Society for her contributions and innovation in electrochemical processes and engineering. She became a Chapter Fellow of the National Academy of Inventors in 2012. In 2010, she was named a Fellow of the World Technology Network for her contributions on the development of sustainable and environmental technologies. Prior to Texas Tech, Dr. Botte was University Distinguished Professor and Russ Professor of Chemical and Biomolecular Engineering at Ohio University, the founder and Director of Ohio University’s Center for Electrochemical Engineering Research, and the founder and Director of the Consortium for Electrochemical Processes and Technology – an Industry University Cooperative Research Center. Her entrepreneurial spirit has led to the commercialization of various technologies and has founded and co-founded various companies to help achieve this goal. The Board nominated Dr. Botte to serve as a director because of her thought leadership in the technical innovations of in carbon and rare earth elements. She has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Courtenay O. Taplin – Director Courtenay serves as Director of American Resources Corporation. He brings over 40 years of experience of sourcing and supplying iron ore, coke and metallurgical coal to the steel industry to assist American Resources with their supply chain, logistics, customers, overall corporate strategy. He has a vast knowledge of both the global and domestic marketplace where he works with both suppliers and consumers. Courtenay is currently Managing Director of Compass Point Resources, LLC which he founded in 2007. Mr. Taplin also acts as Managing Director for Clay Resources LLC, a commodities firm trading in African origin minerals and metals with sales to the world’s merchant consumers from its offices in the U. S. and Durban, South Africa. His prior experience includes Crown Coal & Coke Company and Pickands Mather & Company out of Cleveland, OH. Mr. Taplin attended Hobart College and received his degree from Case Western Reserve University. The Board nominated Courtenay to serve as a director because of his experience and relationships in the raw materials and coking sector and his experience in managing growing businesses. He has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. 38 Table of Contents None of the directors have been involved in any legal proceedings that would require a disclosure under Item 401 of Regulation SK. During the past ten years, none of our directors or executive officers has been: · the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; · convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); · subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; · found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, that has not been reversed, suspended, or vacated; · subject of, or a party to, any order, judgment, decree or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of a federal or state securities or commodities law or regulation, law or regulation respecting financial institutions or insurance companies, law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or · subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. None of our directors, executive officers or affiliates, or any beneficial owner of 5% or more of our common stock, or any associate of such persons, is an adverse party in any material proceeding to, or has a material interest adverse to, us. 39 Table of Contents Separation of Duties of the Chairman of the Board, the Chief Executive Officer and the President Due to the inherent limitations of nonexecutive chairs, the duties of the Chairman of the Board and the Chief Executive Officer have not been separated. In order to increase objectivity and fiduciary responsibilities to the shareholders both in appearance and operation, the duties of the Chief Executive Officer and the President have been separated. Director Independence Currently our board of directors consist of Mark C. Jensen, our Chief Executive Officer, Thomas M. Sauve, our President, Josh Hawes, Gerardine Botte, PHD, and Courtenay O. Taplin, of which Ms. Botte and Messrs Hawes and Taplin are considered independent in accordance under the requirements of the NASDAQ, NYSE and SEC. Limitation of Director Liability; Indemnification Indemnity To the fullest extent permitted by the Florida Business Corporation Act, the Company shall indemnify, or advance expenses to, any person made, or threatened to be made, a party to any action, suit or proceeding by reason of the fact that such person (i) is or was a director of the Company; (ii) is or was serving at the request of the Company as a director of another Company, provided that such person is or was at the time a director of the Company; or (iv)is or was serving at the request of the Company as an officer of another Company, provided that such person is or was at the time a director of the Company or a director of such other Company, serving at the request of the Company. Unless otherwise expressly prohibited by the Florida Business Corporation Act, and except as otherwise provided in the previous sentence, the Board of Directors of the Company shall have the sole and exclusive discretion, on such terms and conditions as it shall determine, to indemnify, or advance expenses to, any person made, or threatened to be made, a party to any action, suit, or proceeding by reason of the fact such person is or was an officer, employee or agent of the Company as an officer, employee or agent of another Company, partnership, joint venture, trust or other enterprise. No person falling within the purview of this paragraph may apply for indemnification or advancement of expenses to any court of competent jurisdiction. Section 16(a) Beneficial Ownership Reporting Compliance Our shares of common stock are registered under the Exchange Act, and therefore our officers, directors and holders of more than 10% of our outstanding shares are subject to the provisions of Section 16(a) which requires them to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and our other equity securities. Officers, directors and greater than 10% beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. During the fiscal year ended December 31, 2021, none of our officers, directors or 10% shareholders failed to file any Section 16 report on a timely basis. Code of Ethics We have adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors. In addition to the Code of Business Conduct and Ethics, our principal executive officer, principal financial officer and principal accounting officer are also subject to written policies and standards that are reasonably designed to deter wrongdoing and to promote: honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to the SEC and in other public communications made by us; compliance with applicable government laws, rules and regulations; the prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and accountability for adherence to the code. We have posted the text of our Code of Business Conduct and Ethics on our internal website. We intend to disclose future amendments to, or waivers from, certain provisions of our Code of Business Conduct and Ethics as applicable. 40 Table of Contents Legal Proceedings. To the best of our knowledge, except as set forth herein, none of the directors or director designees to our knowledge has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement. Committees of the Board of Directors Currently, our board of directors has four committees: 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. The Safety and Environmental Committee and Nomination Committee are both comprised of Thomas M. Sauve and Mark C. Jensen. The composition and responsibilities of the three committees are described below. Audit Committee As required by the rules of the SEC, the audit committee consists solely of independent directors, who are Ms. Botte and Messrs Hawes, and Taplin. SEC rules also require that a public company disclose whether its audit committee has an “audit committee financial expert” as a member. An “audit committee financial expert” is defined as a person who, based on his or her experience, possesses the attributes outlined in such rules. This committee oversees, reviews, acts on and reports on various auditing and accounting matters to our board of directors, including: the selection of our independent accountants, the scope of our annual audits, fees to be paid to the independent accountants, the performance of our independent accountants and our accounting practices. In addition, the audit committee oversees our compliance programs relating to legal and regulatory requirements. We have adopted an audit committee charter defining the committee’s primary duties in a manner consistent with the rules of the SEC and applicable stock exchange or market standards. Compensation Committee As required by the rules of the SEC, the compensation committee consists solely of independent directors, who are Ms. Botte and Mr. Hawes. 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. Nomination Committee The board of directors formed the Nomination Committee, which is comprised of Mr. Sauve and Mr. Jensen. 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 The board of directors formed a Safety and Environmental Committee, which is comprised of Messrs Jensen and Sauve. The purpose of this committee is to assist the board in fulfilling its responsibilities by providing oversight and support in assessing the effectiveness of the Company’s environmental, health, and safety policies, programs and initiatives. This committee will monitor the continued effectiveness of these policies and procedures by periodically reviewing the applicable environmental, health and safety laws, rules and regulations. The Committee will also perform such other functions as the Board may assign to the Committee from time to time. 41 Table of Contents Item 11. Executive Compensation. The following table sets forth information concerning the annual and long-term compensation of our executive officers for services rendered in all capacities to us during the last two completed fiscal years. The listed individuals shall hereinafter be referred to as the “Named Executive Officers.” We also have included below a table regarding compensation paid to our directors who served during the last completed fiscal year. The address for all individuals identified in the following tables is 12115 Visionary Way, Suite 174, Fishers, IN 46038. Summary Compensation Table - Officers (a) (b) (c) (d) (e) (f) (g) (h) (I) (j) Name and principal position Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non-equity Incentive plan Compensation ($) Nonqualified deferred compensation earnings ($) All other Compensation ($) Total ($) Mark C. Jensen, (1) CEO 2024 375,000 -0- -0- 378,000 -0- -0- -0- 753,000 2023 375,000 -0- -0- 1,221,000 -0- -0- -0- 1,596,000 Thomas M. Sauve, (2) President 2024 300,000 -0- -0- 207,000 -0- -0- 8.417 515,417 2023 300,000 -0- -0- 915,750 -0- -0- 8,074 1,223,824 Kirk P. Taylor, (3) CFO 2024 300,000 -0- -0- -0- -0- -0- 26,363 326,363 2023 300,000 -0- -0- 574,500 25,298 899,798 Tarlis R Thompson, (4) COO 2024 197,837 -0- -0- -0- -0- -0- 26,699 224,536 2023 197,837 -0- -0- -0- -0- -0- -0- 197,837 _____________ (1) 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. 60,976 options were issued under the new contract and vest immediately. 25,000 Options issued on January 28, 2021 and 450,000 Options were issued on December 13, 2021. On November 23, 2021, the Company entered into an employment agreement, beginning January 1, 2024 and expiring on December 31, 2024, with Mr. Jensen increasing base pay to $375,000 any carrying certain performance bonuses which would be awarded by the board of directors and stock options totaling 150,000. The Company issued 800,000 and 300,000 stock options in 2023 and 2024, respectively. The value in the option awards represents Black-Scholes Option Pricing Model fair market value. No bonus was awarded during 2023 and 2024. (2) On October 1, 2020, the Company entered into an employment agreement with Mr. Sauve increasing base pay to $200,000 and carrying certain performance bonuses which would be awarded by the board of directors. 49,342 options were issued under the new contract and vest immediately. 25,000 Options issued on January 28, 2021 and 275,000 Options were issued on December 13, 2021. On November 23, 2021, the Company entered into an employment agreement, beginning January 1, 2024 and expiring on December 31, 2024, with Mr. Sauve increasing base pay to $300,000 any carrying certain performance bonuses which would be awarded by the board of directors and stock options totaling 100,000. The Company issued 625,000 and 225,000 stock options in 2023 and 2024, respectively. The value in the option awards represents Black-Scholes Option Pricing Model fair market value. No bonus was awarded during 2023 and 2024. During 2024 and 2023, other compensation totaling $8,417 and $8,074 included health insurance reimbursement. (3) On October 1, 2020, the Company entered into an employment agreement with Mr. Taylor increasing base pay to $200,000 and carrying certain performance bonuses which would be awarded by the board of directors. 49,342 options were issued under the new contract and vest immediately. 25,000 Options issued on January 28, 2021 and 100,000 Options were issued on December 13, 2021. On November 23, 2021, the Company entered into an employment agreement, beginning January 1, 2024, and expiring on December 31, 2024, with Mr. Taylor increasing base pay to $300,000 any carrying certain performance bonuses which would be awarded by the board of directors and stock options totaling 100,000. The Company issued 450,000 and 0 stock options in 2023 and 2024, respectively. The value in the option awards represents Black-Scholes Option Pricing Model fair market value. No bonus was awarded during 2024 and 2023. During 2024 and 2023, other compensation totaling $26,363 and $25,298 included health insurance reimbursement. (4) There is no employment agreement in place for Mr. Thompson. 0 Options were issued during 2024. The value in the option awards represents Black-Scholes Option Pricing Model. During 2024 and 2023, other compensation totaling $26,699 and $0 included health insurance reimbursement. 42 Table of Contents Director Compensation (a) (b) (c) (d) (e) (f) (g) (h) Name and principal position Fees Earned or Paid in Cash ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Nonqualified deferred compensation earnings ($) All Other Compensation ($) Total ($) Mark C. Jensen (1) 2024 -0- -0- 378,000 -0- -0- -0- 378,000 2023 -0- -0- 1,221,000 -0- -0- -0- 1,221,000 Thomas M. Sauve (2) 2024 -0- -0- 207,000 -0- -0- -0- 207,000 2023 -0- -0- 915,750 -0- -0- -0- 915,750 Courtenay O. Taplin (3) 2024 -0- -0- 134,597 -0- -0- -0- 134,597 2023 -0- -0- 292,500 -0- -0- -0- 292,500 Michael Layman (4) 2024 -0- -0- -0- -0- -0- -0- -0- 2023 -0- -0- 1,132,500 -0- -0- -0- 1,132,500 Dr. Gerardine Botte (5) 2024 -0- -0- 193,500 -0- -0- -0- 193,500 2023 -0- -0- 292,500 -0- -0- -0- 292,500 Josh Hawes (6) 2024 -0- -0- 320,000 -0- -0- -0- 320,000 2023 -0- -0- -0- -0- -0- -0- -0- ___________ (1) The value of the Option Award to Directors in Column (d) represents the fair market value of the stock options awarded using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the stock options to the option holder. During 2024 and 2023, 800,000 and 300,000 of options were issued to Mr. Jensen, respectively. (2) The value of the Option Award to Directors in Column (d) represents the fair market value of the stock options awarded using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the stock options to the option holder. During 2024 and 2023, 625,000 and 225,000 of options were issued to Mr. Sauve, respectively. (3) Mr. Taplin was appointed as a director on November 15, 2018. The value of the Option Award to Directors in Column (d) represents the fair market value of the stock options awarded using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the stock options to the option holder. During 2024 and 2023, 150,000 and 150,000 options were issued to Mr. Taplin for his service on the board, respectively. (4) Mr. Layman was appointed as a director on July 16, 2020. The value of the Option Award to Directors in Column (d) represents the fair market value of the stock options awarded using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the stock options to the option holder. During 2024 and 2023, 0 and 750,000 options were issued to Mr. Layman, respectively. (5) Dr. Botte was appointed as a director on November 23, 2020. The value of the Option Award to Directors in Column (d) represents the fair market value of the stock options using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the stock options to the option holder. During 2024 and 2023, 150,000 options were issued to Dr. Botte for her service on the board. (6) Mr. Hawes was appointed as a director on August 16, 2023. During 2024, 250,000 options were issued to Mr. Hawes for his service on the board and chair of the audit and compensation committees. 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. There are no understandings or agreements regarding compensation our management will receive after a business combination that is required to be included in this table, or otherwise. 43 Table of Contents Employment Agreements Except for our Chief Operating Officer, we have employment agreements with the Named Executive Officers that provide for the base salaries and a discretionary annual performance bonus of up to three times their annual base salary, plus potential participation in the Company’s Employee Incentive Stock Option Plan. The payment of such bonus and/or incentive stock options shall be in the sole discretion of the Company’s Board of Directors. The in-place contracts we effective beginning January 1, 2024 and expired December 31, 2024 with one year automatic extensions effective through December 31, 2024. Outstanding Equity Awards The following equity awards, including, options, restricted stock or other equity incentives from the Company to current officers are as follows: - Chief Executive Officer: · November 23, 2020 to purchase up to 85,976 shares of our Company at $1.64 per share. Those options vest upon issuance. · February 3, 2021 to purchase up to 25,000 shares of our Company at $2.56 per share. Those options vest upon issuance. · December 13, 2021 to purchase up to 450,000 shares of our Company at $1.74 per share. Those options vest over 9 years. · June 28, 2022 to purchase up to 300,000 shares of our Company at $1.52 per share. Those options vest over 5 years. July 27, 2022 to purchase up to 100,000 shares of our Company at $1.94 per share. Those options vest over 2 years. · January 1, 2023 to purchase 150,000 shares of our Company at $1.32 per share. Those options vest over 4.25 years. April 19, 2023 to purchase 350,000 shares of our Company at $1.29 per share. Those options vest over 5 years. July 18, 2023 to purchase 300,000 shares of our Company at $1.95 per share. Those options vest over 5.25 years. February 8, 2024 to purchase 50,001 shares of our Company at $1.29 per share. Those options vest over 1 years. February 8, 2024 to purchase 249,999 shares of our Company at $1.29 per share. Those options vest over 5.25 years. - President: · November 23, 2020 to purchase up to 70,732 shares of our Company at $1.64 per share. Those options vest upon issuance. · February 3, 2021 to purchase up to 25,000 shares of our Company at $2.56 per share. Those options vest upon issuance. · December 13, 2021 to purchase up to 275,000 shares of our Company at $1.74 per share. Those options vest over 7 years. · June 28, 2022 to purchase up to 175,000 shares of our Company at $1.52 per share. Those options vest over 3 years. July 27, 2022 to purchase up to 100,000 shares of our Company at $1.94 per share. Those options vest over 2 years. · January 1, 2023 to purchase 100,000 shares of our Company at $1.32 per share. Those options vest over 4.25 years. April 19, 2023 to purchase 350,000 shares of our Company at $1.29 per share. Those options vest over 5 years. July 18, 2023 to purchase 175,000 shares of our Company at $1.95 per share. Those options vest over 4.75 years. February 8, 2024 to purchase 175,000 shares of our Company at $1.29 per share. Those options vest over 4.75 years. August 29, 2024 to purchase 50,000 shares of our Company at $0.54 per share. Those options vest over 3 years. - Chief Financial Officer: · November 23, 2020 to purchase up to 45,732 shares of our Company at $1.64 per share. Those options vest upon issuance. · February 3, 2021 to purchase up to 25,000 shares of our Company at $2.56 per share. Those options vest upon issuance. · December 13, 2021 to purchase up to 100,000 shares of our Company at $1.74 per share. Those options vest over 7 years. · July 27, 2022 to purchase up to 100,000 shares of our Company at $1.94 per share. Those options vest over 2 years. · January 1, 2023 to purchase 100,000 shares of our Company at $1.32 per share. Those options vest over 4.25 years. April 19, 2023 to purchase 350,000 shares of our Company at $1.29 per share. Those options vest over 5 years. - Chief Operating Officer, who was issued options under our Employee Incentive Stock Option Plan on · September 12, 2018 to purchase up to 136,830 shares of our Company at $1.00 per share. Those options vest equally over the course of three years. · June 5, 2019 to purchase up to 75,000 shares of our Company at $2.63 per share · June 18, 2020 to purchase up to 500,000 shares of our Company at $1.13 per share · December 13, 2021 to purchase up to 200,000 shares of our Company at $1.74 per share. Those options vest over 7 years. 44 Table of Contents Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table lists, as of December 31, 2024, the number of shares of our Class A Common Stock and Series A Convertible Preferred Stock that are beneficially owned by (i) each person or entity known to us to be the beneficial owner of more than 5% of our common stock; (ii) each executive officer and director of our company; and (iii) all executive officers and directors as a group. Information relating to beneficial ownership of Common Stock and our Convertible Preferred Stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days under any contract, option or warrant. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power. Unless otherwise specified, the address of each beneficial owner listed in the tables is c/o American Resources Corporation, 12115 Visionary Way, Fishers, IN 46038. Name and Address of Shareholder Number of Shares of Common Stock Beneficially Owned (1) Percent of Common Stock Owned Golden Properties, Ltd. (2) (3) 9,102,246 11.67 % White River Ventures LLC (2) (4) 5,145,396 6.59 % Midwest General Investment Company LLC (2) (5) 4,399,501 5.63 % _________ (1) A person is deemed to be the beneficial owner of securities that can be acquired by such a person within 60 days upon exercise of options, warrants or convertible securities. Each beneficial owner’s percentage ownership is determined by assuming that options, warrants and convertible securities that are held by such a person (but not those held by any other person) and are exercisable within 60 days from that date have been exercised; (2) Based on 77,996,079 shares of Common Stock deemed to be outstanding as of December 31, 2024. This percentage has been rounded for convenience; (3) Golden Properties, Ltd. is the owner of several Company common stock warrants for the purchase of shares of our Common Stock, which warrants are exercisable at such company’s discretion, subject to the following limitation on amount. The warrant agreements provide that at no time may Golden Properties, Ltd. or its affiliates exercise any warrant that would result in their ownership of more than 9.99% of the issued and outstanding shares of our Common Stock on the date of exercise. Additionally, as of December 31, 2024 Alexander Lau, who is a principal of Golden Properties and a beneficial owner through Golden Properties and a beneficial owner through TAU Holdings LTD., is believed to be a holder of 199,373 Class A Common shares. Accordingly, Golden Properties, Ltd. is presently deemed the beneficial owner of 9,102,246 shares of our Common Stock pursuant to Securities and Exchange Commission Rule 13d-3, promulgated under the Securities Exchange Act of 1934. (4) Represents shares gifted in an exempt transaction under Rule 16b-5 by Mark Jensen for no consideration to White River Ventures LLC, which is wholly owned by a family trust of which certain members of the Jensen family are beneficiaries. Thomas Sauve serves as sole manager of this entity. (5) Represents shares gifted in an exempt transaction under Rule 16b-5 by Thomas Sauve for no consideration to Midwest General Investment Company LLC, which is wholly owned by a family trust of which certain members of the Sauve family. Mark Jensen serves as sole manager of this entity. 45 Table of Contents Name Number of Shares of Series A Preferred Stock Beneficially Owned (4) Percent of Series A Preferred Stock Owned (5) Common Stock Beneficially Owned (4) Percent of Common Stock Beneficially Owned (6) Officers and Directors Mark C. Jensen, ( 7) Chief Executive Officer, Director - 0 % 89,981 0.13 % Thomas M. Sauve, (8) President, Director - 0 % 59,988 0.09 % Kirk P. Taylor, Chief Financial Officer - 0 % 1,624,883 2.08 % Tarlis R. Thompson, Chief Operating Officer - 0 % 163,170 0.00 % All Directors and Officers as a Group (4 persons) - 0 % 1,938,022 2.30 % 5% Holders 23,980,108 32.35 % All Directors, Officers and 5% Holders as a Group (5 persons) - 0 % 35,535,027 34.65 % ____________ (4) A person is deemed to be the beneficial owner of securities that can be acquired by such a person within 60 days from December 31, 2024, upon exercise of options, warrants or convertible securities. Each beneficial owner’s percentage ownership is determined by assuming that options, warrants and convertible securities that are held by such a person (but not those held by any other person) and are exercisable within 60 days from that date have been exercised; (5) Based on 0 shares of Series A Convertible Preferred Stock outstanding as of December 31, 2024; (6) Based on 77,996,079 Class A Common Stock outstanding as of December 31, 2024. These percentages have been rounded for convenience; (7) Mr. Jensen beneficially owns 89,981 shares of our Class A Common Stock through his equity ownership in Westside Advisors LLC,. (8) Mr. Sauve beneficially owns 59,988 shares of our Class A Common Stock through his equity ownership in T Squared Capital LLC and Westside Advisors LLC. 46 Table of Contents Item 13. Certain Relationships and Related Transactions, and Director Independence. Transactions with Related Persons, Promoters and Certain Control Persons. Royalty Management Co. During January 2021, the company invested $2,250,000 for 50% ownership and became the managing member of American Opportunity Venture, LLC. (AOV) It has been determined that AOV is a variable interest entity and that the Company is the primary beneficiary, therefore AOV has been consolidated into the Company’s financial statement. As such, AOV’s sole investment in Royalty Management Co (RMCO) will be accounted for using the equity method of accounting. The sole investment was initially in American Acquisition Opportunity Inc (AMAO) a SPAC that closed its reverse merger with RMCO effective October 31, 2023. The Company recognizes the earnings or losses on a three-month lag to ensure consistency and timely filling of the Company’s financial statements. As of December 31, 2023 and 2024 the Company held 3,076,500 shares of Class A common stock in RMCO. Novusterra, Inc. On March 31, 2021, the Company entered into a Graphene Development Agreement with Novusterra, Inc (Novusterra), a related party, that provided a nonexclusive sublicense for fifty percent (50%) of the operating profits from Novustera’s Graphene manufacturing and marketing business activity. As part of the agreement, Novusterra’s Chairman of the Board of Directors at the time was replaced by the Company’s Mark Jensen, Chief Executive Officer and Chairman of the Board of Directors. On August 30, 2022, we entered into a purchase agreement to sell the exclusive rights of the patent patents included in the Graphene Development Agreement for 4,000,000 common shares of Novusterra with a fair market value of $1,784,000 in stock of Novusterra. As part of the sale of the exclusive rights to the patents, Andrew Weeraratne resigned as director and CEO of Novusterra and Gregory Jensen, the Company’s general counsel, joined Novusterra as CEO and Director and Mark Jensen resigned as Chairman of the Board of Directors. Pursuant to the purchase agreement, Novusterra is no longer obligated to pay the Company fifty percent (50%) of the operating profits from their Graphene manufacturing and marketing business. However, Novusterra is still obligated to pay the Company ten percent (10%) of all revenue from the exclusive sublicense with Kenai Defense Company, LLC and for the Department of Defense under the contract that was transferred from the Company to Novusterra. Any subsequent contracts entered into by Novusterra with Kenai Defense Company, LLC and for the Department of Defense will have no future revenue allocations to the Company. It has been determined that Novusterra is a variable interest entity and that the Company is not the primary beneficiary. As such, the investment in Novusterra has been accounted for using the equity method of accounting. Effective March 6, 2024, the Company issued a special dividend to all stockholders on record of 91% of the Company’s ownership in Novusterra, Inc. resulting in the Company to receive 9% of future cash flows and holding 1,417,500 common shares of Novusterra, Inc. Due to the Company’s new ownership in Novusterra, Inc. the investment is accounted for using the cost method of accounting. As of December 31, 2024 and 2023, the carrying value of the investment was $0 and $1,598,480, respectively. FUB Mineral LLC On October 1, 2021, the Company contributed $250,000 for 23% ownership of FUB Mineral LLC (FUB). Simultaneously the Company issued a promissory note FUB for $350,000, this note was fully repaid as of April 15, 2022. On February 2, 2022, the Company issued a new promissory note for $535,000 to FUB with an interest rate of 10% and maturity date of February 1, 2023, which has been extended by the Company through the end of August 2024. As of December 31, 2024 and 2023, the Company had a note receivable balance of $0 and $99,022, respectively. The Company recorded an allowance for the full remaining balance of the note receivable as it was doubtful to receive payment as of December 31, 2024. 47 Table of Contents Advanced Magnet Lab, Inc On December 21, 2022 the Company issued a convertible promissory note to Advanced Magnet, Inc. (“AML”) for $280,000 with 10% interest rate that compounds monthly. The Company’s Chief Executive Officer is the director of AML. The convertible promissory note may be prepaid at any time. The Company has the option to convert the principal amounts of the convertible promissory note at a share price of $1.50 per share. The Company has not recorded any interest income related to this note due to the income deemed not probable and has held the investment at cost, which the Company expects to receive common stock upon conversion for the value of the principal balance. As of December 31, 2024 and 2023, the Company had a note receivable balance of $280,000. Director Independence. The Board of Directors determined that Ms. Botte and Messrs. Hawes, 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. The standards for audit committee membership include additional requirements under rules of the Securities and Exchange Commission. The Board has determined that all of the members of the audit committee meet the applicable independence requirements. To the extent required by the trading market on which our shares are listed, we will ensure that the overall composition of our Board complies with the Sarbanes-Oxley Act, and the rules thereunder, and the listing requirements of the trading market, including the requirement that one member of the Board qualifies as a “financial expert.” Item 14. Principal Accounting Fees and Services. On May 10, 2024, the Audit Committee approved the appointment of GBQ Partners LLC (“GBQ”) as the Company’s new independent public accounting firm, effective immediately. During the Company’s two most recent fiscal years, and any subsequent interim period prior to engaging GBQ, neither the Company, nor anyone on its behalf, consulted GBQ regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by GBQ that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K). The following is a summary of fees paid or to be paid to GBQ Partners LLC and B.F. Borgers CPA, PC, for services rendered for the years ended December 31, 2024 and 2023. 2024 2023 Audit fees – GBQ Partners LLC $ 210,000 $ 130,000 Audit related fees – GBQ Partners LLC 67,000 Audit fees – BF Borgers, PC 200,000 Audit related fees – BF Borgers, PC 10,000 Total Fees $ 277,000 $ 340,000 48 Table of Contents Audit Fees — This category includes the audit of our annual financial statements, review of financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements. Audit Related Fees — This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the Securities and Exchange Commission and other accounting consulting. Tax Fees — This category consists of professional services rendered for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice. Pre-Approval Policy Our audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not preapprove all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going forward basis, the audit committee has and will preapprove all auditing services and permitted nonaudit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for nonaudit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). 49 Table of Contents PART IV Item 15. Exhibits, Financial Statement Schedule. The following exhibits are filed herewith except as otherwise noted. Exhibits referenced in previous filings by the Company with the SEC are incorporated by reference herein. Exhibit Number Description Location Reference 3.1 Articles of Incorporation of Natural Gas Fueling and Conversion Inc. Incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on November 27, 2013. 3.2 Amended and Restated Articles of Incorporation of NGFC Equities Inc. Incorporated herein by reference to Exhibit 3.1 to the Company’s 8k filed on February 25, 2015. 3.3 Articles of Amendment to Articles of Incorporation of NGFC Equities, Inc. Incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K on February 21, 2017. 3.4 Articles of Amendment to Articles of Incorporation of American Resources Corporation dated March 24, 2017. Incorporated herein by reference to Exhibit 3.4 to the Company’s Form 10-Q, filed with the SEC on February 20, 2018. 3.5 Bylaws of Natural Gas Fueling and Conversion Inc. Incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, filed with the SEC on November 27, 2013. 3.6 Bylaws, of NGFC Equities Inc., as amended and restated. Incorporated herein by reference to Exhibit 3.2 to the Company’s 8k filed on February 25, 2015. 3.7 Articles of Amendment to Articles of Incorporation of American Resources Corporation dated November 8, 2018. Filed as Exhibit 99.1 to the Company’s 8k filed on November 13, 2018, incorporated herein by reference. 3.8 Bylaws of American Resources Corporation, as amended and restated Incorporated herein by reference to Exhibit 99.2 to the Company’s 8k filed on November 13, 2018. 4.1 Common Stock Purchase Warrant “B-4” dated October 4, 2017 Incorporated herein by reference to Exhibit 4.1 to the Company’s 8k filed on October 11, 2017. 4.2 Common Stock Purchase Warrant “C-1” dated October 4, 2017 Incorporated herein by reference to Exhibit 4.2 to the Company’s 8k filed on October 11, 2017. 4.3 Common Stock Purchase Warrant “C-2” dated October 4, 2017 Incorporated herein by reference to Exhibit 4.3 to the Company’s 8k filed on October 11, 2017. 4.4 Common Stock Purchase Warrant “C-3” dated October 4, 2017 Incorporated herein by reference to Exhibit 4.4 to the Company’s 8k filed on October 11, 2017. 4.5 Common Stock Purchase Warrant “C-4” dated October 4, 2017 Incorporated herein by reference to Exhibit 4.5 to the Company’s 8k filed on October 11, 2017. 4.6 Promissory Note for $600,000.00 dated October 4, 2017 Incorporated herein by reference to Exhibit 4.6 to the Company’s 8k filed on October 11, 2017. 4.7 Promissory Note for $1,674,632.14 dated October 4, 2017 Incorporated herein by reference to Exhibit 4.7 to the Company’s 8k filed on October 11, 2017. 4.8 Loan Agreement for up to $6,500,000 dated December 31, 2018 Incorporated herein by reference to Exhibit 99.1 to the Company’s 8k filed on January 3, 2019. 4.9 Promissory Note for up to $6,500,000 dated December 31, 2018 Incorporated herein by reference to Exhibit 99.2 to the Company’s 8k filed on January 3, 2019. 4.10 Share and Warrant Purchase Agreement Incorporated herein by refence to Prospectus filed August 23, 2019 4.11 Share and Warrant Purchase Agreement Incorporated herein by refence to Prospectus filed October 9, 2020 4.12 Share and Warrant Purchase Agreement Incorporated herein by refence to Prospectus filed June 8, 2021 10.1 Secured Promissory Note Incorporated herein by reference to Exhibit 99.1 to the Company’s 8k filed on May 15, 2018. 10.2 Security Agreement Incorporated herein by reference to Exhibit 99.2 to the Company’s 8k filed on May 15, 2018. 10.3 Pledge Agreement Incorporated herein by reference to Exhibit 99.3 to the Company’s 8k filed on May 15, 2018. 10.4 Guaranty Agreement Incorporated herein by reference to Exhibit 99.4 to the Company’s 8k filed on May 15, 2018. 10.5 Bill of Sale Incorporated herein by reference to Exhibit 99.5 to the Company’s 8k filed on May 15, 2018. 10.6 Sublease Agreement Between Colonial Coal Company, Inc. and McCoy Elkhorn Coal LLC Incorporated herein by reference to Exhibit 99.1 to the Company’s 8k filed on May 1, 2018 10.7 Interim Operating Agreement Incorporated herein by reference to Exhibit 99.2 to the Company’s 8k filed on May 1, 2018 10.8 Consolidated and Restated Loan and Security Agreement dated October 4, 2017 Incorporated herein by reference to Exhibit 10.1 to the Company’s 8k filed on October 11, 2017 10.9 Asset Purchase Agreement between Wyoming County Coal LLC and Thomas Shelton dated November 7, 2018 Incorporated herein by reference to Exhibit 10.9 to the Company’s registration statement filed on February 14, 2019. 50 Table of Contents 10.10 Asset Purchase Agreement between Wyoming County Coal LLC and Synergy Coal, LLC dated November 7, 2018 Incorporated herein by reference to Exhibit 10.10 to the Company’s registration statement filed on February 14, 2019. 10.11 Security Agreement Incorporated herein by reference to Exhibit 99.3 to the Company’s 8k filed on January 3, 2019. 10.12 Purchase Order Incorporated herein by reference to Exhibit 99.4 to the Company’s 8k filed on January 3, 2019. 10.13 Employment Agreement with Mark C. Jensen Incorporated herein by reference Form 8-K filed on November 25, 2020. 10.14 Employment Agreement with Thomas M. Sauve Incorporated herein by Form 8-K filed on November 25, 2020. 10.15 Employment Agreement with Kirk P. Taylor Incorporated herein by reference Form 8-K filed on November 25, 2020. 10.16 Employee Stock Option Plan Incorporated herein by reference to Exhibit 10.16 to the Company’s registration statement filed on February 14, 2019. 10.17 Letter of Intent Incorporated herein by reference to Exhibit 10.17 to the Company’s registration statement filed on February 14, 2019. 10.18 Merger Agreement with Colonial Coal Incorporated herein by reference to Exhibit 10.18 to the Company’s registration statement filed on February 14, 2019. 10.19 Share Exchange Agreement to replace Merger Agreement with Colonial Coal Incorporated herein by reference to Exhibit 10.19 to the Company’s registration statement filed on February 14, 2019. 14.1 Code of Conduct Incorporated herein by reference to Exhibit 99.2 to the Company’s 8k filed on November 13, 2018. 14.2 Financial Code of Ethics Incorporated herein by reference to Exhibit 99.3 to the Company’s 8k filed on November 13, 2018. 31.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed Herewith 31.2 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed Herewith 32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed Herewith 32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed Herewith 95.1 Mine Safety Disclosure pursuant to Regulation S-K, Item 104 Filed Herewith. 97.1 Compensation Clawback Policy Filed Herewith 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 51 Table of Contents SIGNATURES 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. AMERICAN RESOURCES CORPORATION NAME TITLE DATE /s/ Mark C. Jensen Principal Executive Officer, October 24, 2025 Mark C. Jensen Chief Executive Officer, Chairman of the Board of Directors Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. NAME TITLE DATE /s/ Mark C. Jensen Principal Executive Officer, October 24, 2025 Mark C. Jensen Chief Executive Officer, Chairman of the Board of Directors /s/ Kirk P. Taylor Principal Financial Officer, Chief Financial Officer October 24, 2025 Kirk P. Taylor /s/ Thomas M. Sauve Director, President October 24, 2025 Thomas M. Sauve /s/ Josh Hawes Director October 24, 2025 Josh Hawes /s/ Gerardine Botte Director October 24, 2025 Gerardine Botte, PHD /s/ Courtenay O. Taplin Director October 24, 2025 Courtenay O. Taplin 52 Table of Contents Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act None. 53 Table of Contents AMERICAN RESOURCES CORPORATION CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 and 2023 AMERICAN RESOURCES CORPORATION CONTENTS Page CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets F-3 Consolidated Statements of Operations F-4 Consolidated Statements of Changes Stockholders’ Deficit F-5 Consolidated Statements of Cash Flows F-6 Notes to Consolidated Financial Statements F-7 F-1 Table of Contents Report of Independent Registered Public Accounting Firm Shareholders and Board of Directors American Resources Corporation Fishers, Indiana Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of American Resources Corporation (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended , in conformity with accounting principles generally accepted in the United States of America. Restatement of the Consolidated Financial Statements As discussed in the Prior Restatement section of Note A to the consolidated the financial statements, the accompanying 2023 consolidated financial statements have been restated to correct for misstatements. The Prior Restatement section of Note A to the consolidated financial statements was included in the Company’s initial filing of the 2024 Form 10-K. Going Concern Uncertainty The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ GBQ Partners LLC GBQ Partners LLC (PCAOB ID # 1808 ) Columbus, Ohio October 24, 2025 We have served as the Company's auditor since 2024. F-2 Table of Contents AMERICAN RESOURCES CORPORATION CONSOLIDATED BALANCE SHEETS (Restated) December 31, 2024 2023 (As Restated) (As Restated) Assets Current assets: Cash and cash equivalents $ 604,485 $ 1,318,854 Restricted cash - current 2,353,473 2,237,294 Restricted investments - current 4,500,000 30,297,202 Short-term investments 587,357 1,347,907 Due from related party 1,081,243 741,243 Interest receivables 85,991 - Receivables 6,675 - Inventories 959,989 129,991 Prepaid expenses and other current assets 1,145,826 1,729,651 Total current assets 11,325,039 37,802,142 Non-current assets: Restricted cash 1,155,371 1,521,412 Restricted investment 151,253,539 - Property and Equipment, net 18,296,477 20,658,679 Right-of-use assets, net 712,352 797,202 Right-of-use assets, net - related party 1,735,407 89,419 Finance – right-of-use asset, net – related party 19,407,504 - Investment in other entities - related parties 1,706,244 3,477,300 Notes Receivable, net 280,000 379,022 Total Assets $ 205,871,933 $ 64,725,176 Liabilities and Deficit Current liabilities: Trade payables $ 4,247,649 $ 3,372,106 Non-trade payables 968,970 949,942 Accounts Payable - related party 9,014,288 4,431,104 Accrued expenses 606,941 311,809 Accrued litigation settlement 14,343,928 14,103,270 Accrued interest 2,131,042 485,431 Other current liabilities 100,000 100,000 Bond payable, current 43,636,752 43,535,159 Current portion of long term debt 2,077,328 2,140,328 Operating lease liabilities, current 91,576 77,656 Operating lease liabilities, current - related party 727,371 11,138 Finance lease - related party, current 363,296 - Other financing obligations, current 6,493,706 8,753,599 Total current liabilities 84,802,847 78,271,542 Non-current liabilities: Remediation liability 22,279,905 21,288,385 Bond payable, net 149,729,753 - Convertible promissory note 500,250 - Convertible promissory note - related party 1,611,166 486,556 Other financing obligations, net of current portion 6,222,602 8,834,529 Operating lease liabilities, non-current 677,168 771,183 Operating lease liabilities, non-current - related party 1,381,455 78,280 Finance lease - related party, non current 19,718,597 - Total liabilities 286,923,743 109,730,475 Stockholders' deficit: Common stock, $ 0.0001 par value; 230,000,000 shares authorized, 77,996,079 and 76,247,370 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively 7,802 7,627 Additional paid-in capital 186,407,169 181,753,261 Accumulated deficit ( 265,905,115 ) ( 225,292,335 ) Total stockholders' deficit ( 79,490,144 ) ( 43,531,447 ) Non-controlling interest ( 1,561,666 ) ( 1,473,852 ) Total deficit ( 81,051,810 ) ( 45,005,299 ) Total liabilities and stockholders' deficit $ 205,871,933 $ 64,725,176 The accompanying footnotes are integral to the consolidated financial statements. F-3 Table of Contents AMERICAN RESOURCES CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS For the years ended December 31, 2024 2023 (As Restated) (As Restated) Revenue Coal sales $ 15,002 $ 11,198,665 Metal recovery and sales 108,535 66,552 Service fee revenue 99,960 - Royalty income 159,737 556,682 Total revenue 383,234 11,821,899 Operating expenses (income) Cost of coal sales and processing 2,526,975 7,575,098 Accretion 991,520 1,015,563 Depreciation 2,185,332 2,323,431 Amortization of mining rights 1,235,932 1,222,686 General and administrative 21,024,382 10,670,358 Professional fees 2,625,898 1,542,175 Litigation expense 240,658 11,067,926 Production taxes and royalties 35,533 2,995,435 Development 2,148,132 11,313,837 Gain on sale of equipment ( 400,000 ) ( 1,529,408 ) Total operating expenses 32,614,362 48,197,101 Net loss from operations ( 32,231,128 ) ( 36,375,202 ) Other income (expense) Earnings from equity method investees ( 409,268 ) ( 562,696 ) Other income and (expense) 221,471 170,780 Interest income 1,101,578 30,229 Interest expense ( 8,021,459 ) ( 1,988,074 ) Total other income (expenses) ( 7,107,678 ) ( 2,349,761 ) Net loss ( 39,338,806 ) ( 38,724,963 ) Less: Non-controlling interest 87,814 197,555 Net loss attributable to AREC shareholders $ ( 39,250,992 ) $ ( 38,527,408 ) Net loss per share - basic and diluted $ ( 0.51 ) $ ( 0.51 ) Weighted average shares outstanding - basic and diluted 77,222,990 75,144,374 The accompanying footnotes are integral to the consolidated financial statements. F-4 Table of Contents AMERICAN RESOURCES CORPORATION STATEMENT OF STOCKHOLDERS’ DEFICIT FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023 Common Stock Additional Non- Par Value Shares Amount Paid-in Capital Accumulated Deficit Total Deficit controlling interest Total Balance as of December 31, 2022 (As Restated) 66,777,620 $ 6,680 $ 168,099,637 $ ( 186,764,927 ) $ ( 18,658,610 ) $ ( 1,276,297 ) $ ( 19,934,907 ) Issuance of common shares for convertible debt conversion 9,420,730 942 9,787,000 - 9,787,942 - 9,787,942 Stock compensation - options - - 3,766,629 - 3,766,629 - 3,766,629 Issuance of common shares for consulting services 49,020 5 99,995 - 100,000 - 100,000 Net loss, as restated - - - ( 38,527,408 ) ( 38,527,408 ) ( 197,555 ) ( 38,724,963 ) Balance as of December 31, 2023 (As Restated) 76,247,370 $ 7,627 $ 181,753,261 $ ( 225,292,335 ) $ ( 43,531,447 ) ( 1,473,852 ) ( 45,005,299 ) Exercise of cashless warrants 871,620 87 ( 87 ) - - - - Exercise of stock options 148,000 15 156,885 - 156,900 - 156,900 Issuance of common shares for consulting services 30,000 3 43,797 - 43,800 - 43,800 Dividend-in-kind of Novustera, Inc. common stock to shareholders - - - ( 1,361,788 ) ( 1,361,788 ) - ( 1,361,788 ) Exercise of warrants 30,799 3 32,336 - 32,339 - 32,339 Issuance of common shares for consulting services 72,500 7 99,768 - 99,775 - 99,775 Stock compensation – options - - 3,725,484 3,725,484 3,725,484 Common stock issued to settle accounts payable and accrued expenses 595,790 60 595,725 595,785 595,785 Net loss, as restated - - - ( 39,250,992 ) ( 39,250,992 ) ( 87,814 ) ( 39,338,806 ) Balance as of December 31, 2024 (As restated) 77,996,079 7,802 186,407,169 ( 265,905,115 ) ( 79,490,144 ) ( 1,561,666 ) ( 81,051,810 ) The accompanying footnotes are integral to the consolidated financial statements. F-5 Table of Contents AMERICAN RESOURCES CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended December 31, 2024 2023 (As Restated) (As Restated) Cash Flows from Operating activities: Net loss $ ( 39,338,806 ) $ ( 38,724,963 ) Adjustments to reconcile net loss to net cash Stock-based compensation expense 3,725,484 3,766,629 Depreciation expense 2,185,332 2,323,431 Amortization of mining rights 1,235,932 1,222,686 Accretion expense 991,520 1,015,563 Amortization of finance right-to-use assets - related party 378,888 - Amortization of issuance costs and debt discount 112,143 59,271 Investment in other entities - Related Parties, net 409,268 562,696 Gain on sale of equipment ( 400,000 ) ( 1,529,408 ) Issuance of common shares for services 143,575 100,000 Allowance for losses on due from related party 190,000 - Allowance for losses on note receivable 99,022 - Unrealized gain on short-term investments 45,514 ( 7,472 ) Change in current assets and liabilities: Interest receivable ( 85,991 ) - Receivables ( 6,675 ) 660,756 Due from related party ( 530,000 ) ( 352,243 ) Inventories ( 829,998 ) 316,699 Prepaid expenses and other current assets 583,825 ( 942,557 ) Trade and non-trade payable 894,571 ( 3,118,438 ) Accounts payable related party 6,052,168 233,428 Accrued expenses 295,132 311,809 Accrued litigation settlement 240,658 14,103,270 Accrued interest 1,691,551 377,306 Other current liabilities - 100,000 Accrued interest on finance lease liability - related party 295,499 - Operating lease assets and liabilities, net 4,755 2,756 Operating lease assets and liabilities, net - related party 373,420 - Cash used in operating activities ( 21,243,213 ) ( 19,518,781 ) Cash Flows from Investing activities: Purchase of property and equipment, net of capitalized interest income and (expense) ( 1,059,062 ) ( 3,616,866 ) Proceeds from sale of equipment 400,000 1,529,408 Proceeds from short-term investments, net 715,038 641,617 Restricted investments purchased ( 151,253,539 ) ( 30,297,202 ) Restricted investments sold 25,797,202 - Cash used in investing activities ( 125,400,361 ) ( 31,743,043 ) Cash Flows from Financing activities: Proceeds from tax exempt bonds, net 149,719,203 43,475,888 Proceeds from convertible promissory note 500,250 - Proceeds from convertible promissory note - related party 142,471 - Proceeds from the exercise of stock option 156,900 - Proceeds received from other financing obligation 2,493,819 7,733,231 Cash received from warrant conversions 32,339 - Proceeds from current portion of long-term debt - 1,381,250 Repayment on current portion of long-term debt - ( 1,158,428 ) Repayments of other financing obligation ( 7,365,639 ) ( 6,083,386 ) Cash provided by financing activities 145,679,343 45,348,555 Decrease in cash ( 964,231 ) ( 5,913,269 ) Cash and cash equivalents, including restricted cash, beginning of period 5,077,560 10,990,829 Cash and cash equivalents, including restricted cash, end of period $ 4,113,329 $ 5,077,560 SUPPLEMENTAL CASH FLOW INFORMATION Non- cash proceeds from related party convertible notes $ 1,468,984 $ 486,556 Dividend-in-kind of Novustera, Inc. common stock to shareholders $ 1,361,788 $ - Acquisition of assets through operating leases - related party $ 1,897,736 $ - Acquisition of assets through finance lease - related party $ 19,786,394 $ Conversion of convertible debt into common stock $ - $ 9,787,423 The accompanying footnotes are integral to the consolidated financial statements. F-6 Table of Contents AMERICAN RESOURCES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 and 2023 A. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS : Current Restatement Subsequent to filing of our original 2024 Form 10-K on May 19, 2025, we became aware of a few matters requiring adjustments to the consolidated financial statements included therein. Those matters have been corrected in this Amendment No. 2 to the 2024 Form 10-K and include the following: · Depreciation and amortization of mining rights in the 2024 statement of operations were overstated by $550,640 and $307,294, respectively, due to an error in the Company’s calculation of depreciation and amortization for the quarter ended September 30, 2024. Accumulated depreciation included in property & equipment, net in the December 31, 2024 balance sheet was overstated by $857,934. · The 2023 statement of operations omitted certain “net revenue adjustments” to increase cost of coal sales and holding costs and decrease coal sales by $1,412,500. There was no change in the 2023 consolidated net loss or our net assets as of December 31, 2023. · Certain amounts previously classified as restricted cash on the consolidated balance sheets as of December 31, 2024 and 2023, should have been classified as restricted investments. Those reclassifications have been made in the accompanying consolidated balance sheets. As of December 31, 2024, $151,253,539 of non-current restricted cash was reclassified to non-current restricted investments and as of December 31, 2023, $25,797,202 of restricted cash – current was reclassified to restricted investment – current. Prior Restatement The Company identified certain accounting errors in the Company’s 2023 consolidated financial statements included in the 2023 Form 10-K filed with the SEC on April 15, 2024. Those accounting errors were corrected in the consolidated financial statements included in our original 2024 Form 10-K filed with the SEC on May 19, 2025. Accompanying Restatement Schedules and Notes The following notes and restatement schedules describe the significant current and prior restatement adjustments made to adjust the 2023 consolidated financial statements included in the 2023 Form 10-K filed with the SEC on April 15, 2024 to the 2023 consolidated financial statements included in this 2024 Form 10-K/A. 1. Treasury bills and mutual fund reclassification Treasury bills and mutual fund investments were incorrectly classified as cash and cash equivalents versus short-term investments on the balance sheets and the change in fair value of the investments was not recognized in the statement of operations. The adjustment corrects these matters. 2. Restricted investment reclassification Cash balances in the WCC bond fund balances were classified as short-term investments on the balance sheets. The adjustment reclassifies the WCC bond fund balances to restricted cash and restricted investments. Certain amounts previously classified as restricted cash on the consolidated balance sheets as of December 31, 2024 and 2023, should have been classified as restricted investments. Those reclassifications have been made in the accompanying consolidated balance sheets. 3. Due from related party reclassification A note receivable balance related to a working capital loan issued to American Acquisition Opportunity Inc was written off. However, the note was supported by Royalty Management Holding Corp., a related party, who has committed to issue shares of its stock if required to fulfill the obligation. The adjustment re-establishes the note receivable on the balance sheet and reverses the charge previously recognized in the statement of operations. 4. Coal inventory cost basis adjustment As of December 31, 2023, the Company recorded a true-up adjustment to increase the coal inventory balance to reconcile to the actual quantities on hand. The increase was recognized as an adjustment to inventory with a corresponding reduction to operating expenses. F-7 Table of Contents 5. Failed leaseback adjustment Certain fixed assets under the Maxus lease agreements were incorrectly recorded as a sale and lease-back arrangement, resulting in the removal of the assets from the balance sheet and recognition of a gain on sale. This adjustment reinstates the fixed assets and derecognizes the right of use assets and related finance lease liabilities previously recorded. Additionally, the previously recorded finance lease liabilities have been reclassified as Other Financing Obligations on the balance sheet. 6. Operating lease recognition adjustment An operating lease was previously not recognized on the balance sheet and accounted for under ASC 842, Leases . The adjustment recognizes this operating lease under the provisions of ASC 842. 7. Equity investment accounting adjustment There were accounting errors determined with respect to investments in other entities – related parties. Adjustments have been applied to the Company’s equity investment in Novusterra, which was initially recorded at a derived value rather than fair market value (FMV). Additionally, the equity investment in SPAC American Acquisition Opportunity Inc. (AAO) was incorrectly carried at its cost basis without reflecting changes in earnings. An adjustment was made to account for AAO on the equity method of accounting. 8. Advanced Magnet Lab, Inc. loan reclassification A note receivable from Advanced Magnet Lab, Inc. was incorrectly classified as Investment in Other Entities - Related Party on the balance sheet. An adjustment was recognized to reclassify this item to notes receivable on the balance sheet. 9. Accrued litigation settlement Certain amounts accrued under ongoing litigation matters were classified in trade, non-trade or related party accounts payable rather more appropriately classified on the balance sheet as accrued expenses or accrued litigation settlements. The Company incorrectly included an accrued litigation settlement in the balance, alongside certain invoices that had not been accounted for. These amounts have been reclassified on the balance sheet to accrued litigation settlements. F-8 Table of Contents 10. Accrued expenses and settlement adjustments In connection with our 2024 audit and the re-audit of the 2023 financial statements, legal letter responses were requested and received from attorneys representing the Company with various litigation matters. Based on those responses, the Company concluded a loss was probable and reasonably estimable under Accounting Standards Codification (ASC) 450, Contingencies ,. It was also concluded that the status of these litigation cases as of December 31, 2023 supported that a potential loss was probable and estimable at that date. Accordingly, adjustments were recognized to record the reserve for these potential litigation losses as of December 31, 2023. 11. Borrowings for equipment adjustment Certain expenditures for equipment were paid for by the issuance of notes rather than cash. For these items, the notes payable to various parties and the related fixed assets obtain were not recognized on the balance sheet. This adjustment recognizes the omitted borrowings and fixed assets on the balance sheet with corresponding adjustments to depreciation expense for the use of the equipment upon installment. 12. Missed invoices and accrued expenses adjustment Various expenses incurred prior to December 31, 2023 were not recognized in the proper period. This adjustment recognizes the required December 31, 2023 accrual with a corresponding charge to operating expenses. 13. Bond balance reclassification Based on the review of the terms, provisions and covenants under the WCC Bond, it was determined that the Company was not in compliance with certain provisions with those matters dating back to December 31, 2023. The assessment was that these compliance issues could be deemed an event of default which then could lead to the acceleration of maturity. Accordingly, the outstanding balance was reclassified to a current liability on the balance sheet. F-9 Table of Contents 14. Non-controlling interest recognition adjustment Non-controlling interests were previously not recognized for those subsidiaries that the Company does not wholly own. This adjustment records the non-controlling interest in minority ownership in various subsidiaries. 15. Prepaid deposit removal adjustment Certain prepaid deposits were refunded to the Company. However, the deposit amount recognized in the balance sheet was not de-recognized upon the Company’s receipt of such funds. The adjustment de-recognizes the deposits from the balance sheet and reverses the income recognized in the statement of operations that had been recorded when the funds were returned to the Company. 16. Black-Scholes calculation adjustment An acceptable valuation model, such as the Black-Scholes model was not utilized to determine the fair value of equity awards granted. Black-Scholes calculations have now been used to determine the fair value of the equity awards. This adjustment has been made to reflect the appropriate fair value of the equity awards. 17. Forfeited deposit recognition adjustment A deposit was received from a potential buyer of equipment from the Company. The potential transaction was ultimately not executed resulting in forfeiture of the deposit by the potential buyer. Upon forfeiture of the deposit, the Company did not de-recognize the deposit liability on the balance sheet and recognize the benefit to the statement of operations. This adjustment de-recognizes the deposit liability from the balance sheet and recognizes the income in the statement of operations. 18. Taxes and royalties reclassification Certain taxes and royalties were classified in the statement of operations as development costs not accurately reflecting their nature. This adjustment reclassifies these expenditures to the correct expense classification in the statement of operations. 1 9 . Depreciation and amortization of mining rights Depreciation and amortization of mining rights in the 2024 statement of operations were overstated by $550,640 and $307,294, respectively, due to an error in the Company’s calculation of depreciation and amortization for the quarter ended September 30, 2024. Accumulated depreciation included in property & equipment, net in the December 31, 2024 balance sheet was overstated by $857,934. 20. Coal Sales The 2023 statement of operations omitted certain “net revenue adjustments” to increase cost of coal sales and holding costs and decrease coal sales by $1,412,500. There was no change in the 2023 consolidated net loss or our net assets as of December 31, 2023. * Represents revision for immaterial error correction F-10 Table of Contents The following tables summarize the effect of the prior restatement on each financial statement line item that was restated in the consolidated financial statements. Balance Sheet as of December 31, 2023 As Reported Adjustment As Restated Reference Cash and cash equivalents $ 2,666,638 $ ( 1,347,784 ) $ 1,318,854 1 Restricted cash - current - 2,237,294 2,237,294 13 Restricted investments - current - 30,297,202 30,297,202 2 Short-term investments 30,297,204 ( 28,949,297 ) 1,347,907 2 Due from related party - 741,243 741,243 3 Inventories 54,000 75,991 129,991 4 Prepaid expenses and other current assets 1,867,651 ( 138,000 ) 1,729,651 15 Total current assets 34,885,493 2,916,649 37,802,142 Restricted cash 6,798,029 ( 5,276,617 ) 1,521,412 13 Property and Equipment, net 15,337,004 5,321,675 20,658,679 5 Right-of-use assets, net 18,276,913 ( 17,479,711 ) 797,202 5 Right-of-use assets, net - related party - 89,419 89,419 6 Investment in other entities - Related Parties 18,780,000 ( 15,302,700 ) 3,477,300 7 Notes Receivable, net 99,022 280,000 379,022 8 Total assets $ 91,746,164 $ ( 27,020,988 ) $ 64,725,176 Trade payables $ 6,709,224 $ ( 3,337,118 ) $ 3,372,106 9,11 Non-trade payables 2,607,942 ( 1,658,000 ) 949,942 9 Accounts Payable - Related Party 2,371,697 2,059,407 4,431,104 3,9 Accrued expenses - 311,809 311,809 10,11 Accrued litigation settlement - 14,103,270 14,103,270 9,10 Accrued interest 512,558 ( 27,127 ) 485,431 * Other current liabilities 200,000 ( 100,000 ) 100,000 * Bond payable, current - 43,535,159 43,535,159 14 Current portion of long term debt 804,656 1,335,672 2,140,328 11 Operating lease liabilities, current 57,663 19,993 77,656 * Operating lease liabilities, current - related party - 11,138 11,138 * Finance lease - related party, current 4,806,822 ( 4,806,822 ) - 5 Other financing obligations, current - 7,488,333 7,488,333 5 Total current liabilities 18,070,562 58,935,714 77,006,276 Remediation liability 21,288,799 ( 414 ) 21,288,385 * Bond payable, net 44,152,500 ( 44,152,500 ) - 13 Finance lease liabilities, non-current 7,514,848 ( 7,028,292 ) 486,556 5 Other financing obligations, net of current portion - 10,099,795 10,099,795 5 Operating lease liabilities, non-current 495,611 275,572 771,183 6 Operating lease liabilities, non-current - related party - 78,280 78,280 6 Total liabilities $ 91,522,320 $ 18,208,155 $ 109,730,475 Common Stock 7,627 - 7,627 Additional paid-in capital 178,910,546 2,842,715 181,753,261 16 Accumulated deficit ( 178,694,329 ) ( 46,598,006 ) ( 225,292,335 ) Total stockholders' equity 223,844 ( 43,755,291 ) ( 43,531,447 ) Non-controlling interest - ( 1,473,852 ) ( 1,473,852 ) 14 Total deficit 223,844 ( 45,229,143 ) ( 45,005,299 ) Total liabilities and stockholders' deficit $ 91,746,164 $ ( 27,020,988 ) $ 64,725,176 F-11 Table of Contents Statement of Operations for the year ended December 31, 2023 As Reported Adjustment As Restated Reference Coal sales $ 16,120,841 $ ( 4,922,176 ) $ 11,198,665 20 Metal recovery and sales 66,552 - 66,552 Royalty income 556,682 - 556,682 Total revenue 16,744,075 ( 4,922,176 ) 11,821,899 * Operating expenses (income) Cost of coal sales and processing 11,611,886 ( 4,036,788 ) 7,575,098 4 Accretion 993,165 22,398 1,015,563 * Depreciation 46,953 2,276,478 2,323,431 5 Amortization of mining rights 1,240,914 ( 18,228 ) 1,222,686 * General and administrative 7,013,833 3,656,525 10,670,358 12 Professional fees 1,340,745 201,430 1,542,175 12 Litigation expense - 11,067,926 11,067,926 9 Production taxes and royalties 2,647,655 347,780 2,995,435 18 Development 11,746,725 ( 432,888 ) 11,313,837 18 Gain on sale of equipment ( 8,475,468 ) 6,946,060 ( 1,529,408 ) 5 Total operating expenses 28,166,408 20,030,693 48,197,101 Net loss from operations ( 11,422,333 ) ( 24,952,869 ) ( 36,375,202 ) Earnings from equity method investees - ( 562,696 ) ( 562,696 ) 7 Other income and (expense) 423,281 ( 252,501 ) 170,780 3 Unrealized gain on short-term investments 499,639 ( 499,639 ) - 7 Interest income 381,234 ( 351,005 ) 30,229 13 Interest expense ( 1,336,997 ) ( 651,077 ) ( 1,988,074 ) 5,11 Total other income (expenses) ( 32,843 ) ( 2,316,918 ) ( 2,349,761 ) Net loss ( 11,455,176 ) ( 27,269,787 ) ( 38,724,963 ) Non-controlling interest - 197,555 197,555 14 Net loss attributable to AREC shareholders $ ( 11,455,176 ) $ ( 27,072,232 ) $ ( 38,527,408 ) Net loss per share - basic and diluted $ ( 0.15 ) $ ( 0.36 ) $ ( 0.52 ) Weighted average shares outstanding - basic and diluted 75,144,374 75,144,374 75,144,374 F-12 Table of Contents Common (As reported) (Restated) (As reported) (Restated) (As Stock Par Value Additional Paid-in Additional Paid-in (As reported) Accumulated (Restated) Accumulated Non-controlling Non-controlling reported) Total (Restated) Total Shares Amount Capital Adjustments Capital Deficit Adjustments Deficit interest Adjustments interest Deficit Adjustments Deficit Balance as of December 31, 2022 66,777,620 $ 6,680 $ 167,517,259 582,378 $ 168,099,637 $ ( 167,239,243 ) ( 19,525,684 ) $ ( 186,764,927 ) - ( 1,276,297 ) ( 1,276,297 ) $ 284,696 ( 20,219,603 ) ( 19,934,907 ) Issuance of common shares for Convertible Debt Conversion 9,420,730 942 9,787,000 - 9,787,000 - - - - - - 9,787,942 - 9,787,942 Stock compensation – options - - 1,506,292 2,260,337 3,766,629 - - - - - - 1,129,717 2,636,912 3,766,629 Issuance of common shares for consulting services 49,020 5 99,995 - 99,995 - ( 99,995 ) - - - - 100,000 - 100,000 Net loss - - - - - ( 11,455,086 ) ( 27,072,322 ) ( 38,527,408 ) - ( 197,555 ) ( 197,555 ) ( 11,455,086 ) ( 27,269,877 ) ( 38,724,963 ) Balance as of December 31, 2023 76,247,370 $ 7,627 $ 178,910,546 2,842,715 $ 181,753,261 $ ( 178,694,329 ) ( 46,598,006 ) $ ( 225,292,335 ) - ( 1,473,852 ) ( 1,473,852 ) $ 223,844 ( 45,229,143 ) (45,005,299 ) F-13 Table of Contents Statement of Cash flows for the year ended December 31, 2023 As Reported Adjustment As Restated Reference Cash Flows from Operating activities: Net loss $ ( 11,455,086 ) $ ( 27,269,877 ) $ ( 38,724,963 ) Stock- based compensation expense - 3,766,629 3,766,629 7 Depreciation expense 46,953 2,276,478 2,323,431 5 Amortization of mining rights 1,240,914 ( 18,228 ) 1,222,686 * Accretion expense 993,165 ( 416 ) 992,749 * Amortization of right-to-use assets - related party 626,253 ( 626,253 ) - 6 Accretion of right-to-use assets 64,386 ( 64,386 ) - 6 Amortization of issuance costs and debt discount 52,500 6,771 59,271 * Option Expense 1,506,292 ( 1,506,292 ) - 16 Investment in other entities - Related Parties, net - 562,696 562,696 7 Gain on sale of equipment ( 8,475,468 ) 6,946,060 ( 1,529,408 ) 5 Issuance of common shares for services - 100,000 100,000 * Unrealized gain on short-term investments ( 499,639 ) 514,981 15,342 7,13 Due from related party - ( 352,243 ) ( 352,243 ) 3 Receivables 660,755 1 660,756 * Inventories 392,690 ( 75,991 ) 316,699 4 Prepaid expenses and other current assets ( 1,081,075 ) 138,518 ( 942,557 ) 5 Trade and non-trade payable 1,876,680 ( 4,995,118 ) ( 3,118,438 ) 9,10,12 Accounts payable related party ( 1,923,535 ) 2,156,963 233,428 3,10 Accrued expenses - 311,809 311,809 10,12 Accrued litigation settlement - 14,103,270 14,103,270 9,10 Accrued interest 406,191 ( 28,885 ) 377,306 * Other current liabilities 200,000 ( 100,000 ) 100,000 * Operating lease assets and liabilities, net 200,001 ( 197,245 ) 2,756 5 Operating lease assets and liabilities, net - related party 752,783 ( 752,783 ) - 5 Cash used in operating activities ( 14,415,240 ) ( 5,103,541 ) ( 19,518,781 ) Cash Flows from Investing activities: Purchase of property and equipment, net of capitalized interest income and (expense) 964,319 ( 4,581,185 ) ( 3,616,866 ) 5 Proceeds from sale of equipment - 1,529,408 1,529,408 5 Proceeds from short-term investments, net 22,067,980 (21,426,363 ) 641,617 2 Purchases of short-term investments ( 51,865,545 ) 51,865,545 - 12 Restricted investments purchased - ( 30,297,202 ) ( 30,297,202 ) 2 Cash used in investing activities ( 28,833,246 ) ( 2,909,797 ) ( 31,743,043 ) Cash Flows from Financing activities: Proceeds from tax exempt bonds, net 44,100,000 ( 624,112 ) 43,475,888 13 Proceeds from the exercise of stock option ( 1,112,852 ) 1,112,852 - 16 Proceeds received from other financing obligation - 7,733,231 7,733,231 5 Repayment on current portion of long term debt - 1,158,428 1,158,428 * Repayments of other financing obligation ( 5,599,988 ) ( 483,398 ) ( 6,083,386 ) 5 Cash provided by financing activities 37,387,160 7,961,395 45,348,555 F-14 Table of Contents NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES American Resources Corporation’s (ARC or the Company) operations are comprised of ARC (Corporate or Parent) and three operating segments that we describe as American Infrastructure, ReElements and Electrified Materials. American Infrastructure (our coal mining operations) is comprised of subsidiaries that were formed or acquired between 2015 and 2020 with operations focused on the extraction, processing, transportation, and distribution of coal for a variety of industries, with a primary focus on metallurgical quality coal to the steel industry. Responsive to adverse market conditions and pricing pressures in the coal industry, during 2023 we suspended our coal production operations which significantly attributed to our decline in consolidated revenues from approximately $ 39 million in 2022 to $ 12 million in 2023 and $ 383,000 in 2024. Beginning in 2023, the focus of our business and capital allocation shifted towards the diversification of our revenue streams leading to the development of our ReElements and Electrified Materials segments which have been in the development (pre revenue) stages through the majority of 2024. Electrified Materials is focused on the aggregation, recovery and sale of recovered metal and steel. We established a new subsidiary, Electrified Materials Corporation (EMC, formerly known as American Metals) to operate this segment of our business. ReElements is focused on the purification and monetization of critical and rare earth element deposits and end of life magnets and batteries. American Rare Earth LLC was initially formed as a subsidiary to comprise the ReElements segment. In 2024, we changed the name of American Rate Earth LLC to ReElement Technologies LLC and recently converted the company from a limited liability corporation to a corporation. Basis of Presentation and Consolidation: The consolidated financial statements include the accounts of the Company and its majority owned subsidiaries. The majority owned subsidiaries by segment include: American Infrastructure: American Infrastructure Corporation (AIC), Deane Mining, LLC (Deane), ERC Mining Indiana Corp (ERC), McCoy Elkhorn Coal LLC (McCoy), Knott County Coal LLC(KCC), Wyoming County Coal (WCC), Perry County Resources LLC (PCR), Advanced Carbon Materials LLC (ACM), and T.R. Mining & Equipment Ltd. (TR Mining). ReElements: ReElement Technologies LLC (RLMT), ReElement Marion LLC (RLM), and Kentucky Lithium LLC (KYL). Electrified Materials: Electrified Materials Corporation (EMC). Corporate Office: American Opportunity Venture II, LLC (AOV II). All significant intercompany accounts and transactions have been eliminated in consolidation. Entities for which ownership is less than 100 % require that a determination is made as to whether there is a requirement to apply the variable interest entity (VIE) model to the entity. Where the company holds current or potential rights that give it the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, combined with a variable interest that gives the Company the right to receive potentially significant benefits or the obligation to absorb potentially significant losses, the Company would be deemed the primary beneficiary. F-15 Table of Contents Acquisition Transactions Effective February 5, 2024, the Company acquired a 51% interest in TR Properties & Equipment Ltd. (TR) for consideration consisting of a 6% interest in the Company’s subsidiary , American Infrastructure Corporation (AIC). The Company’s investment in TR substantially consists of a single asset, mining rights. Accordingly, the transaction does not meet the definition of a business under ASC Topic 805, Business Combinations, and therefore the Company has accounted for the transaction as an asset acquisition. In an asset acquisition, goodwill or a bargain purchase gain are not recognized, but rather, any difference between the consideration transferred and the fair value of the net assets acquired is allocated on a relative fair value basis to the identifiable assets acquired. As of December 31, 2024, the fair value of the assets acquired and consideration exchanged has not been recognized due to the lack of an independent valuation to support fair value. On June 28, 2024, EMC entered into a Business Combination with AI Transportation Acquisition Corp. On November 27, 2024, EMC received notice of termination of the potential transaction and there are no ongoing discussions to effect a merger agreement. Going Concern The Company has evaluated whether there are any conditions and events considered in the aggregate, which raise substantial doubt about its ability to continue as a going concern within one year beyond the issuance date of these financial statements. Based on such evaluation and the Company’s current plans, which are subject to change, and the Company’s existing liquidity, there is substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the date these financial statements were issued. The accompanying financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to its ability to continue as a going concern. The Company’s continuation as a going concern is contingent upon its ability to obtain additional financing and to generate revenue and cash flow to meet its obligations on a timely basis. The Company will continue to seek to raise additional funding through debt or equity financing during the next twelve months from the date of issuance of these financial statements. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern. There is no guarantee the Company will be successful in achieving these objectives. F-16 Table of Contents Use of Estimates: The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. Management bases its assumptions on historical experiences and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. In addition, management considers the basis and methodology used in developing and selecting these estimates, the trends in and amounts of these estimates, specific matters affecting the amount of and changes in these estimates, and any other matters related to these estimates, including significant issues concerning accounting principles and financial statement presentation. Such estimates and assumptions could change in the future as more information becomes known which could impact the amounts reported and disclosed herein. Significant estimates include, carrying amounts of long-lived assets, valuation assumptions for share-based payments, evaluation of debt modification accounting, effective borrowing rate determinations, analysis of fair value transferred upon debt extinguishment, legal claims and contingencies, valuation and calculation of measurements of income tax assets and liabilities. Cash, Cash Equivalents and Restricted cash: Cash and cash equivalents include bank demand deposits and money market funds that invest primarily in U.S. government securities. Restricted cash and cash equivalents are held in trusts related to the Tax-Exempt Bonds, bonding collateral and are restricted as to withdrawal as required by the agreement entered into by the Company. The following table sets forth the total of cash, cash equivalents, and restricted cash reported in the consolidated balance sheets. December 31, December 31, 2024 2023 Cash and cash equivalents $ 604,485 $ 1,318,854 Restricted cash 3,508,844 3,758,706 Total cash and restricted cash presented in the consolidated statements of balance sheet $ 4,113,329 $ 5,077,560 Restricted Investments: Consist of U.S. government securities, corporate fixed income, and U.S. government securities that are held in trusts related to the Tax-Exempt Bonds and are restricted as to withdrawal as required by the agreement entered into by the Company. All investments are classified as trading securities as of December 31, 2024 and 2023. Trading securities are recorded initially at cost and are adjusted to fair value at each reporting period with unrealized gains and losses recorded in the current period earnings or loss, except for those amounts that are directly attributable to project funding activities, which are capitalized to construction in progress as part of the cost of the related asset. Related Party Policies: In accordance with FASB ASC 850 related parties are defined as either an executive, director or nominee, greater than 10% beneficial owner, and or immediate family member and affiliated businesses of any of the proceedings. Property and Equipment: Property and Equipment are recorded at cost. For equipment, depreciation is calculated using the straight-line method over the estimated useful lives of the assets, generally ranging from three to twenty years. Construction in progress is related to the construction or development of leasehold improvements and equipment that have not yet been placed in service for our intended use. Construction in progress represents capital expenditures for direct costs of construction or acquisition and design fees incurred, and a proportional amount of bond income and interest expense for amounts capitalized directly related to the construction. Capitalization of these costs ceases and the construction in progress is transferred to the appropriate category of property, plant and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. Construction in progress is not depreciated. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amount to the future net undiscounted cash flows expected to be generated by the related assets. 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. There were no impairments recognized during 2024 and 2023. Costs related to maintenance and repairs which do not prolong the an asset’s useful life are expensed as incurred. F-17 Table of Contents Mine Development: Costs of developing new coal mines, including asset retirement obligation assets, are capitalized and amortized using the units-of-production method over estimated coal deposits or proven reserves. Costs incurred for the development and expansion of existing reserves are expensed as incurred. Coal Production and Holdings Costs: Coal production and holdings costs for coal mined and processed include direct labor, materials and utilities. Activities related to metal recovery are inherent in both direct coal labor and overhead labor and do not require additional variable costs. Asset Retirement Obligations (ARO) – Reclamation: At the time they are incurred, legal obligations associated with the retirement of long-lived assets are reflected at their estimated fair value, with a corresponding charge to mine development. Obligations are typically incurred when we commence development of underground and surface mines, and include reclamation of support facilities, refuse areas and slurry ponds or through acquisitions. Obligations are reflected at the present value of their future cash flows. We reflect accretion of the obligations for the period from the date they incurred through the date they are extinguished. The asset retirement obligation assets are amortized based on expected reclamation outflows over estimated recoverable coal deposit lives. We are using discount rates ranging from 6.16% to 7.22%, risk free rates ranging from 1.76% to 2.92% and inflation rate of 2% . Revisions to estimates are a result of changes in the expected spending estimate or the timing of the spending estimate associated with planned reclamation. Federal and State laws require that mines be reclaimed in accordance with specific standards and approved reclamation plans, as outlined in mining permits. Activities include reclamation of pit and support acreage at surface mines, sealing portals at underground mines, and reclamation of refuse areas and slurry ponds. We assess our ARO at events warrant to reflect revisions for permit changes, changes in our estimated reclamation costs and changes in the estimated timing of such costs. The table below reflects the changes to our ARO for 2024 and 2023: December 31, December 31, 2024 2023 Beginning Balance $ 21,288,385 $ 20,272,822 Accretion 991,520 1,015,563 Ending Balance $ 22,279,905 $ 21,288,385 Accretion expense amounted to $ 991,520 and $ 1,015,563 for the years ended December 31, 2024 and 2023, respectively. Revenue Recognition : Revenue is recognized when performance obligations under the terms of a contract with our customers are satisfied; for all contracts this occurs when control of the promised goods have been transferred to our customers. For coal shipments to domestic and international customers via rail, control is transferred when the railcar is loaded. Our revenue is comprised of sales of mined coal, sales of recovered metals and service fees for processing coal. All the activity is undertaken in eastern Kentucky, Western West Virginia, and Southern Indiana. Revenue from metal recovery and sales are recognized when conditions within the contract or sales agreement are met including transfer of title. Revenue from coal processing and loading are recognized when services have been performed according to the contract in place. Our coal sales generally include 10 to 30-day payment terms following the transfer of control of the goods to the customer. We typically do not include extended payment terms in our contracts with customers. Our contracts with customers typically provide for minimum specifications or qualities of the coal we deliver. Variances from these specifications or quantities are settled by means of price adjustments. Generally, these price adjustments are settled within 30 days of delivery and are insignificant. Income Taxes: We file a consolidated federal income tax return with our subsidiaries. Income Taxes include U.S. federal and state income taxes currently payable and deferred income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period of enactment. Deferred income tax expense represents the change during the year in the deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Management believes that the Company's income tax filing positions will be sustained on audit or any potential audit adjustments would be offset by the utilization of the Company’s unrecognized net operating loss carryforwards. Therefore, no reserve for uncertain income tax positions has been recorded. The Company's policy for recording interest and penalties, if any, associated with income tax examinations will be to record such items as a component of income taxes. F-18 Table of Contents Fair Value: The Company follows the provisions of Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”), which defines fair value, establishes a framework for measuring fair value in GAAP and requires certain disclosures about fair value measurements. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The carrying amounts of the Company’s cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate their fair value as of December 31, 2024 and 2023 due to their short-term nature. Leases: The Company reviews all arrangements for potential leases, and at inception, determines whether a lease is an operating or finance lease. Lease assets and liabilities, which generally represent the present value of future minimum lease payments over the term of the lease, are recognized as of the commencement date. Leases with an initial lease term of twelve months or less are classified as short-term leases and are not recognized in the balance sheets unless the lease contains a purchase option that is reasonably certain to be exercised. Lease terms, discount rate, variable lease costs and future minimum lease payment determinations require the use of judgment and are based on the facts and circumstances related to the specific lease. Lease terms are generally based on their initial non-cancelable terms, unless there is a renewal option that is reasonably certain to be exercised. Various factors, including economic incentives, intent, past history and business needs are considered to determine if a renewal option is reasonably certain to be exercised. The implicit rate in a lease agreement is used when it can be determined to value the lease obligation. Otherwise, the Company’s incremental borrowing rate, which is based on information available as of the lease commencement date, including applicable lease terms and the current economic environment, is used to determine the value of the lease obligation. Allowance For Doubtful Accounts: The Company recognizes an allowance for losses on trade and other accounts receivable in an amount equal to the estimated probable losses net of recoveries. The current expected credit loss model requires the recognition of lifetime expected credit losses at each reporting date, considering past events, current conditions, and reasonable forecasts. In assessing the credit quality of our portfolio, management utilizes a provision matrix that classifies trade receivables by customer type and age of receivable. Government and education sector receivables carry a low risk, while a higher risk is attributed to the remaining receivables as their aging progresses. For receivables with questionable collectability, a specific reserve is assigned. The estimated credit losses are a reflection of these factors, with the matrix applying percentages to the receivables based on their risk profile, adjusted for current and expected future conditions. The allowance for note receivable was $ 99,022 and $ 368,500 as of December 31, 2024 and 2023, respectively. The note receivables have collateral in certain mining permits which are strategic to our subsidiary, Knott County Coal (KCC). The timing of payment on the note is uncertain resulting in a full allowance for the note. F-19 Table of Contents Inventory: Inventory consists of mined coal and is stated at the lower of cost (first in, first out method) or net realizable value. Stock-based Compensation: Stock-based compensation to employees is accounted for under ASC 718, Compensation-Stock Compensation. Stock-based compensation expense related to stock awards granted to an employee is recognized based on the grant-date estimated fair values of the awards using the Black Scholes option pricing model (“Black Scholes”). The value is recognized as expense ratably over the requisite service period, which is generally the vesting term of the award. We adjust the expense for actual forfeitures as they occur. Stock-based compensation expense is classified in the accompanying consolidated statements of operations based on the function to which the related services are provided. Black-Scholes requires a number of assumptions, of which the most significant are expected volatility, expected option term (the time from the grant date until the options are exercised or expire) and risk-free rate. Expected volatility is determined using the historical volatility for the Company. The risk-free interest rate is based on the yield of US treasury government bonds with a remaining term equal to the expected life of the option. Expected dividend yield is zero because we have never paid cash dividends on common shares, and we do not expect to pay any cash dividends in the foreseeable future. Earnings Per Share: The Company’s basic earnings per share (EPS) amounts have been computed based on the average number of shares of common stock outstanding for the period and include the effect of any participating securities as appropriate. Diluted EPS includes the effect of the Company’s outstanding stock options, restricted stock awards, restricted stock units and performance-based stock awards if the inclusion of these items is dilutive. Segment Information: The Company’s operations include corporate and three operating segments. The Company’s Chief Executive Officer, as its chief operating decision maker (“CODM”), manages and allocates resources to the operations of the Company on a consolidated basis. The CODM assesses performance and allocates resources based on the Company’s consolidated statements of operations and key components and processes of the Company’s operations are managed centrally. Segment asset information is not used by the CODM to allocate resources. This enables our Chief Executive Officer to assess our overall level of available resources and determine how best to deploy these resources across projects to monitor and evaluate overall company performance, allocating resources, and establishing management compensation in line with our long-term company-wide strategic goals. New Accounting Pronouncements: In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses. The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation, amortization and depletion expenses for each caption on the statement of operations where such expenses are included. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. The Company is currently evaluating the provisions of this guidance and assessing the potential impact on the Company’s financial statement disclosures. In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This guidance is intended to enhance the transparency and decision-usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid both in the U.S. and in foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively. Early adoption is permitted. The company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures. In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07 - Segment Reporting (ASC 280): Improvements to Reportable Segment Disclosures, which enables investors to better understand an entity's overall performance and assess potential future cash flows through improved reportable segment disclosure requirements. The amendments enhance disclosures about significant segment expenses, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. ASU 2023-07 is effective for annual periods beginning after December 15, 2023. The Company adopted ASU No. 2023-07 on December 31, 2024. The adoption of the standard did not result in any significant disclosure changes in the Notes to the Consolidated Financial Statements. No other new accounting pronouncements recently adopted or issued had or are expected to have a material impact on the consolidated financial statements. F-20 Table of Contents NOTE 2 - PROPERTY AND EQUIPMENT Property and equipment were comprised of the following: December 31, December 31, 2024 2023 Surface $ 2,583,400 $ 2,577,400 Underground 8,625,574 8,625,574 Processing/loadout 12,081,045 12,081,045 Coal refuse storage 12,134,192 12,134,192 Building 54,202 54,202 Land 1,617,435 1,617,435 Acquired mining rights 484,907 484,907 Rare earth processing equipment 304,962 96,107 Construction in Progress 5,317,449 4,447,365 43,203,166 42,118,227 Less accumulated depreciation and amortization ( 24,906,689 ) ( 21,459,548 ) Property and equipment, net $ 18,296,477 $ 20,658,679 Depreciation expense amounted to $ 2,185,332 and $ 2,323,431 for 2024 and 2023, respectively. Amortization of mining rights amounted to $ 1,235,932 and $ 1,222,686 for 2024 and 2023, respectively. The estimated useful lives are as follows: Surface equipment 7 years Underground equipment 5 years Processing and rail facilities 7 - 20 years Coal refuse storage 10 years Building 15 years Acquired mining rights 5 - 10 years Rare earth processing equipment 3 - 5 years NOTE 3 – INVESTMENTS IN TRADING SECURITIES Investments (all level 1 fair value measurements) in trading securities consist of U.S. government and agency securities and fixed income funds that are held by the Company or held in trusts related to the Company’s tax-exempt bonds. These investments held by a trust related to the Company’s tax-exempt bonds are classified as restricted cash and restricted investments on the accompanying balance sheets. All other securities are classified as short-term investments on the accompanying balance sheets. The short-term investment securities are classified as trading securities and, accordingly, the unrealized gains and losses are recorded in current period earnings or loss. The Company’s investments in trading securities consisting of U.S government and agency securities and fixed income funds are as follows: Gross Unrealized Allowance for Fair Cost Basis Gains Losses Credit Losses Value December 31, 2024 $ 151,100,796 $ 5,243,131 $ ( 3,031 ) $ - $ 156,340,896 December 31, 2023 $ 31,139,980 $ 505,128 $ - $ - $ 31,645,109 The fair value of investments held as of December 31, 2024 consist of approximately $ 151,253,000 in U.S. Treasuries, $ 4,500,000 in a bank certificate of deposit and $ 587,000 in fixed income funds. As of December 31, 2023, the fair value of investments held consists of $ 25,797,000 in U.S. treasuries, $ 4,500,000 in a bank certificate of deposit and $ 1,348,000 in fixed income funds. There were no investments with unrealized losses that have been owned for more than or less than a year. The debt securities outstanding as of December 31, 2024 have maturity dates ranging from the first quarter of 2025 through the fourth quarter of 2025. F-21 Table of Contents NOTE 4 – RIGHT OF USE ASSETS AND LEASES The Company determines if an arrangement is a lease at inception. Operating leases are included in right-of-use assets (“ROU”), operating lease liabilities, and operating lease liabilities, non-current. Finance leases are included in right-of-use assets, finance lease liabilities, and finance lease liabilities, non-current. Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As substantially all of the leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at lease commencement date in determining the present value of future payments. Incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The ROU assets also include any prepaid lease payments made and initial direct costs incurred and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease, which is recognized when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Operating leases: ARC’s principal offices are located at 12115 Visionary Way, Fishers, Indiana 46038. We pay $ 8,954 per month in rent for the office space and the lease expires in June 2034 . The rent is subject to escalation payments on an annual basis. ReElement leases office space at 1716 E Pleasant Street, Noblesville, Indiana 46060 with a current monthly rent payment of $ 5,224 . The lease agreement expires in November 2028 and is subject to escalation payments on an annual basis. Operating leases – related party: KCC, a subsidiary of AIC, rents office space from LRR at 11000 Highway 7 South, Kite, Kentucky 41828 with monthly rent of $ 1,702 and a lease expiration of December 31, 2029 . Electrified Materials Corporation leases office space at 1845 Highway 15 South, Hazard, Kentucky 41701 from LRR with a current monthly rent payment of $ 263 . The lease agreement expires in December 2028 . Electrified Materials Corporation leases outdoor storage space from LRR in Noblesville, Indiana at a monthly rent rate of $ 20,000 . The lease expires in December 2028 . Electrified Materials Corporation leases commercial production, office and outdoor storage space at 3 from LRR at 611 South Adams Street, Marion, Indiana at a current monthly rate of $ 20,559 . The lease expires in December 2028 and is subject to escalating payments on an annual basis. The first nine months of rent for the three related party operating leases with LLR are deferred per the lease agreements and is due on the thirteenth month or January 1, 2025. As of December 31 2024, $ 373,420 has been accrued and is included in accounts payable – related party. Finance lease – related party: ReElement leases approximately 316,000 square feet of commercial space from LRR, a related party, for its processing facility at 3301 South Adams Street, Marion, Indiana. The current monthly rent payment is $ 115,773 . The lease expires in May of 2063 and is subject to escalation payments on an annual basis. The Company has not made any payments on the related party finance lease as of December 31, 2024 and has a balance of $ 1,064,712 due for deferred rent payments included in accounts payable – related party. The components of lease expense included on the Company’s statements of operations, inclusive of the related party component were as follows: For the Years Ended December 31, Expense Classification 2024 2023 Operating lease expense: Total operating lease expense General and administrative $ 567,717 $ 168,965 Finance lease expense: Amortization of ROU asset General and administrative $ 378,888 $ - Interest on lease liabilities Interest expense 1,335,711 - Total finance lease expense $ 1,714,599 $ - F-22 Table of Contents Other information related to leases is as follows: As of December 31, As of December 31, Operating leases: 2024 2023 Weighted-average remaining lease term: Operating leases (in years) 4.61 7.01 Weighted-average discount rate: Operating leases 10 % 11 % Finance lease: Finance lease (in years) 38.39 - Weighted-average discount rate: Finance lease 9 % 0 % The future minimum lease payments required under leases as of December 31, 2024 are as follows: Operating Finance Fiscal Year Leases Leases Total 2025 $ 1,045,841 $ 1,446,731 $ 2,492,572 2026 693,104 1,482,300 2,175,404 2027 704,330 1,518,757 2,223,087 2028 709,921 1,556,126 2,266,047 2029 140,766 1,594,429 1,735,195 Thereafter 244,569 82,289,140 82,533,709 Discounted cash flows 3,538,531 89,887,483 93,426,014 Less imputed interest ( 660,961 ) ( 69,805,590 ) ( 70,466,551 ) Present value of lease liabilities $ 2,877,570 20,081,893 $ 22,959,463 F-23 Table of Contents NOTE 5 - RELATED PARTY TRANSACTIONS Effective January 1, 2022, the Company amended 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. The amended contract terms state that service costs are passed through to the Company with a 12.5% mark-up and a 50% share of cost savings . The agreement covers services across all of the Company’s properties. For the year ended December 31, 2024 and 2023, the amounts incurred under the agreement amounted to $ 4,216,528 and $ 2,519,180 , respectively. The amount paid for the year ended December 31, 2024 and 2023 amounted to $ 4,966,536 and $ 4,952,800 , respectively. As of December 31, 2024 and 2023, the amount due under the agreement amounted to $ 1,683,612 and $ 2,433,620 , respectively. In addition, $ 2,800,000 and $ 1,400,000 in 2024 and 2023, respectively, was incurred related to project management services that Land Betterment Corp. provided for the WCC capital project. These project management services were all payable as of December 31, 2024 and 2023. The Company is the holder of 2,000,000 LBX Tokens with a par value of $250 for each token . The token issuance process is undertaken by a related party, Land Betterment, and is predicated on proactive environmental stewardship and regulatory bond releases. As of December 31, 2024 and 2023, there is no market for the LBX Token and therefore no value has been assigned, respectively. On June 11, 2020 the Company purchased $ 1,494,570 of secured debt including accrued interest that had been owed to Samuel Coal Holding Corp., by its operating subsidiary Samuel Coal Corp. As a result of the transaction, the Company became the creditor on the four notes. The notes are in default and have been fully impaired due to collectability uncertainty as of December 31, 2022. On October 24, 2016, the Company sold certain mineral and land interests to a subsidiary of an entity, Land Resources & Royalties, LLC (“LRR”), owned by members of the Company’s management. LRR leases various parcels of land to AIC and engages in other activities creating miscellaneous income. The consideration for the transaction was a note in the amount of $ 178,683 . The note bears no interest and is due in 2026. 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. As of December 31, 2024 and 2023, amounts owed to LRR totaled $ 0 and $ 503,853 , respectively. The Company was the sponsor of American Opportunity Ventures LLC (“AMAO”) a blank check company organized on January 20, 2021 and effectuated its business combination with Royalty Management Corporation (“RMCO”) on October 23, 2023 and at that point changed its name to Royalty Management Holding Corporation. The Company provided AMAO with money as needed for working capital needs. The advances from the Company are non-interest bearing and payable upon demand by the Company. The Company made cash advances to AMAO of $ 531,613 for the year ended December 31, 2023. No cash advances were made in 2024. As of December 31, 2024 and December 31, 2023, the Company had a balance of $ 1,081,243 and $ 741,243 due from RMCO, respectively. On January 13, 2023, ReElement Technologies Corporation (“RLMT”), a subsidiary of the Company, entered into a Line of Credit Agreement with LRR in the amount of $ 1,100,000 (the “Line of Credit”). Refer to Note 7 for further information on the convertible promissory notes. As further described in Note 5, RLMT is the lessee under a 30 year lease agreement with LRR and Electrified Materials Corporation is the lessee under three commercial leases with LRR. F-24 Table of Contents NOTE 6 - INVESTMENTS IN OTHER ENTITIES - RELATED PARTIES The Company accounts for its investments and membership interest in other entities under the equity method of accounting if the Company has the ability to exercise significant influence, but not control, over the entity. Equity method investments are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the investments may not be recoverable. Royalty Management Co. During January 2021, the company invested $ 2,250,000 for 50 % ownership and became the managing member of American Opportunity Venture, LLC. (AOV) It has been determined that AOV is a variable interest entity and that the Company is the primary beneficiary, therefore AOV has been consolidated into the Company’s financial statement. As such, AOV’s sole investment in Royalty Management Co (RMCO) will be accounted for using the equity method of accounting. The sole investment was initially in American Acquisition Opportunity Inc (AMAO) a SPAC that closed its reverse merger with RMCO effective October 31, 2023. The Company recognizes the earnings or losses on a three-month lag to ensure consistency and timely filling of the Company’s financial statements. As of December 31, 2024 and 2023 the Company held 3,076,500 shares of Class A common stock in RMCO. Novusterra, Inc. On March 31, 2021, the Company entered into a Graphene Development Agreement with Novusterra, Inc (Novusterra), a related party, that provided a nonexclusive sublicense for fifty percent ( 50 %) of the operating profits from Novustera’s Graphene manufacturing and marketing business activity. As part of the agreement, Novusterra’s Chairman of the Board of Directors at the time was replaced by the Company’s Mark Jensen, Chief Executive Officer and Chairman of the Board of Directors. On August 30, 2022, we entered into a purchase agreement to sell the exclusive rights of the patents included in the Graphene Development Agreement for 4,000,000 common shares of Novusterra with a fair market value of $ 1,784,000 in stock of Novusterra. As part of the sale of the exclusive rights to the patents, Andrew Weeraratne resigned as director and CEO of Novusterra and Gregory Jensen, the Company’s general counsel, joined Novusterra as CEO and Director and Mark Jensen resigned as Chairman of the Board of Directors. Pursuant to the purchase agreement, Novusterra is no longer obligated to pay the Company fifty percent ( 50 %) of the operating profits from their Graphene manufacturing and marketing business. However, Novusterra is still obligated to pay the Company ten percent ( 10 %) of all revenue from the exclusive sublicense with Kenai Defense Company, LLC and for the Department of Defense under the contract that was transferred from the Company to Novusterra. Any subsequent contracts entered into by Novusterra with Kenai Defense Company, LLC and for the Department of Defense will have no future revenue allocations to the Company. It has been determined that Novusterra is a variable interest entity and that the Company is not the primary beneficiary. As such, the investment in Novusterra has been accounted for using the equity method of accounting. Effective March 6, 2024, the Company issued a special dividend to all stockholders on record of 91 % of the Company’s ownership in Novusterra, Inc. resulting in the Company to receive 9% of future cash flows and holding 1,417,500 common shares of Novusterra, Inc. Due to the Company’s new ownership percentage in Novusterra, Inc. the investment is accounted for at cost, minus impairment, and adjusted for observable price changes from identical or similar investments of the same issuer. As of December 31, 2024 and 2023, the carrying value of the investment was $ 0 and $ 1,598,480 , respectively. FUB Mineral LLC On October 1, 2021, the Company contributed $ 250,000 for 23 % ownership of FUB Mineral LLC (FUB). Simultaneously the Company issued a promissory note to FUB for $ 350,000 that was fully repaid as of April 15, 2022. On February 2, 2022, the Company issued a new promissory note for $ 535,000 to FUB with an interest rate of 10 % and maturity date of February 1, 2023, which has been extended by the Company through the end of August 2024. As of December 31, 2024 and 2023, the Company had a note receivable balance of $ 0 and $ 99,022 , respectively. The Company recorded an allowance for the full remaining balance of the note receivable as it was doubtful to receive payment as of December 31, 2024. F-25 Table of Contents Advanced Magnet Lab, Inc On December 21, 2022 the Company issued a convertible promissory note to Advanced Magnet, Inc. (“AML”) for $ 280,000 with a 10 % interest rate that compounds monthly. The Company’s Chief Executive Officer is the director of AML. The convertible promissory note may be prepaid at any time. The Company has the option to convert the principal amounts of the convertible promissory note at a share price of $ 1.50 per share. The Company has not recorded any interest income related to this note due to the income deemed not probable and has held the investment at cost, which the Company expects to receive common stock upon conversion for the value of the principal balance. As of December 31, 2024 and 2023, the Company had a note receivable balance of $ 280,000 . NOTE 7 – DEBT Current portion of long-term debt On September 25, 2017, the Company entered into an equipment purchase agreement, which carries 0 % interest with an unaffiliated entity (“September 2017 Note”) to purchase certain underground mining equipment for $ 350,000 . The agreement provided monthly payments of $ 20,000 until the balance is paid in full. The note matured on September 25, 2019 and is secured by the equipment purchased with the note. As of December 31, 2024 and 2023, the note is in default. As of December 31, 2024 and 2023, the principal balance was $ 181,736 . On January 25, 2018, the Company entered into an equipment purchase agreement, which carries 9 % interest with an unrelated party (“January 2018 Note”) for $ 346,660 . The agreement calls for monthly payments of $ 11,360 until maturity date of December 24, 2020 and carries an interest rate of 9 %. The loan is secured by the underlying surface equipment purchased by the loan. As of December 31, 2023, the loan was fully repaid. On April 20, 2022, the Company entered into a non-negotiable, secured promissory note agreement (“April 2022 Note”) with an unrelated party in the amount of $ 63,000 . The note agreement shall accrue interest from the date of the agreement at a rate of 7 % and the note agreement shall be repaid in full with principal and accrued interest on March 31, 2023 . As of December 31, 2024 and 2023, the note was in default. As of December 31, 2023, the principal balance was $ 63,000 , and the accrued interest balance was $ 8,202 . For the year ending December 31, 2023, the interest expense was $ 4,800 . As of December 31, 2024, the total outstanding principal balance and accrued interest of $ 75,478 was converted to the Company’s Class A Common Stock at a settlement price of $1.00 per share. On June 3, 2022, the Company entered into a promissory note agreement (“June 2022 Note”) with an unrelated party in the amount of $ 2,500,000 . The note carried an interest rate of 5 % and had a maturity date of May 27, 2023 . As of December 31, 2024 and 2023, the loan was in default. As of December 31, 2024 and 2023, the principal balance was $ 822,856 and the accrued interest balance was $ 259,872 and $ 157,243 , respectively. For the years ended December 31, 2024 and 2023, the interest expense was $ 102,629 and $ 91,119 , respectively. On April 7, 2023, the Company entered into a promissory note agreement (“April 2023 Note”) with an unrelated party in the amount of $ 1,381,250 . The note carried an interest rate of 0 % and had a maturity date of March 31, 2024 . As of December 31, 2024 and 2023, the loan was in default. As of December 31, 2024 and 2023, the principal balance was $ 1,072,736 and the accrued interest balance was $ 0 . For the years ended December 31, 2024 and 2023, the interest expense was $ 0 . The following tables reflects a summary of the outstanding principal and interest by each lender and their respective maturity date as of December 31, 2024 and December 31, 2023: December 31, 2024 December 31, 2023 Maturity Date Total Outstanding* Principal Interest Total Outstanding* Principal Interest September 2017 Note 9/25/2019 $ 181,736 $ 181,736 $ - $ 181,736 $ 181,736 $ - January 2018 Note 12/25/2020 - - - - - - June 2022 Note 5/27/2023 1,082,728 822,856 259,872 980,099 822,856 157,243 April 2022 Note 3/31/2023 - - - 71,202 63,000 8,202 April 2023 Note 3/31/2024 1,072,736 1,072,736 - 1,072,736 1,072,736 - $ 2,337,200 $ 2,077,328 $ 259,872 $ 2,305,773 $ 2,140,328 $ 165,445 ** - Total Outstanding = Principal + Interest as of December 31, 2024 and 2023 Bonds payable, net On May 31, 2023, the West Virginia Economic Development Authority (the “Issuer”) issued $45 million aggregate principal amount of Solid Waste Disposal Facility Revenue Bonds, Series 2023 (the “2023 Tax Exempt Bonds”) pursuant to an Indenture of Trust dated as of June 8, 2023 between the Issuer and UMB Bank N.A., as trustee (the “Trustee”). The Tax-Exempt Bonds are payable solely from payments to be made by the Company under the Loan Agreement as evidenced by a Note from the Company to the Trustee. The Tax-Exempt Bonds were isued to finance certain costs of the acquisition, construction, reconstruction, and equipping of solid waste disposal facilities at the Company’s Wyoming County, West Virginia development, and for capitalized interest and certain costs related to issuance of the Tax-Exempt Bonds. The Tax-Exempt Bonds bear interest of 9 % payable quarterly and have a final maturity of June 8, 2038. The Tax Exempt Bonds are subject to redemption (i) in whole or in part at any time on or after June 1, 2030 at the option of the Issuer, upon the Company’s direction at a redemption price of 103% between June 1, 2030, through May 31, 2031, 102% between June 1, 2031, through May 31, 2032, 101% between June 1, 2032, through May 31, 2033, 100% from June 1, 2033 and thereafter, plus interest accrued to the redemption date; and (ii) at par plus interest accrued to the redemption date from certain excess Tax Exempt Bonds proceeds as further described in the Indenture of Trust . The Company’s obligations under the Loan Agreement are (i) except as otherwise described below, secured by first priority liens on and security interests in substantially all of the Company’s and Subsidiary Guarantors’ real property and other assets, subject to certain customary exceptions and permitted liens, and in any event excluding accounts receivable and inventory; and (ii) jointly and severally guaranteed by the Subsidiary Guarantors, subject to customary exceptions. F-26 Table of Contents The Loan Agreement contains certain affirmative covenants and representations, including but not limited to: (i) maintenance of a rating on the Tax Exempt Bonds; (ii) maintenance of proper books of records and accounts; (iii) agreement to add additional guarantors to guarantee the obligations under the Loan Agreement in certain circumstances; (iv) procurement of customary insurance; and (v) preservation of legal existence and certain rights, franchises, licenses and permits. The Loan Agreement also contains certain customary negative covenants, which, among other things, and subject to certain exceptions, include restrictions on (i) release of collateral securing the Company’s obligations under the Loan Agreement; (ii) mergers and consolidations and disposition of assets, and (iii) restrictions on actions that may jeopardize the tax-exempt status of the Tax-Exempt Bonds. The Loan Agreement contains customary events of default, subject to customary thresholds and exceptions, including, among other things: (i) nonpayment of principal, purchase price, interest and other fees (subject to certain cure periods); (ii) bankruptcy or insolvency proceedings relating to us; (iii) material inaccuracy of a representation or warranty at the time made; and (v) cross defaults to the Indenture of Trust, the guaranty related to the Tax Exempt Bonds or any related security documents. As of December 31, 2024 and 2023, the Company was not in compliance with certain provisions of the bond agreement. The failure to comply with these provisions constituted an event of default under the terms of the bond agreement. Accordingly, the bonds have been classified as a current liability on the balance sheets. On March 28, 2024, the Company, closed a Bond Purchase Agreement (“Purchase Agreement”) with Hilltop Securities Inc. (the “Underwriter”), Knott County, Kentucky (the “Issuer”), a county and political subdivision organized and existing under the laws of the Commonwealth of Kentucky (the “Commonwealth”), whereby the Underwriter agrees to purchase from the Issuer, and the Issuer agrees to sell and deliver to the Underwriter, all (but not less than all) of the Knott County, Kentucky Industrial Building Revenue Bonds (Solid Waste Project), Series 2024 (the “Bonds”), at the purchase price of $ 150,000,000 (which is equal to the aggregate principal amount of the Bonds). The Bonds have been authorized pursuant to the laws of the Commonwealth. The bonds were issued to develop ReElement’s Kentucky Lithium refining facility which is being designed with an initial capacity to produce 15,000 metric ton per annum of battery-grade lithium carbonate and/or lithium hydroxide . The Bonds are being offered and sold only to a limited number of “Qualified Institutional Buyers” within the meaning of Rule 144A of the Securities Act of 1933, as amended (the “1933 Act”), or “Accredited Investors” within the meaning of Regulation D promulgated under the 1933 Act. The Tax-Exempt Bonds bear interest of 4 % payable quarterly and have a final maturity of March 28, 2044 . The Company accounts for investment income and interest expenses related to the tax-exempt bonds that are restricted for payment of project costs by capitalizing the net amount each period to construction in progress per ASC 835-20-30-11. The outstanding balance on the bonds was $ 193,366,505 and $ 43,535,158 as of December 31, 2024 and 2023, respectively. December 31, December 31, 2024 2023 Tax Exempt Bonds ($45 million face value) $ 45,000,000 $ 45,000,000 Tax Exempt Bonds ($150 million face value) 150,000,000 - Debt issuance costs and debt discount ( 1,633,495 ) ( 1,464,842 ) Bonds payable 193,366,505 43,535,158 Less: current portion ( 43,636,752 ) ( 43,535,158 ) Bonds payable, net $ 149,729,753 $ - Convertible Promissory Notes In October to December 2024, ReElement issued four convertible promissory notes (the “Note B-E”) to unaffiliated investors with an aggregate principal amount of $ 500,250 . The Notes mature between October and December of 2026. Note B-E bears interest at an annual rate of 12.0 %, compounded annually. Upon an Event of Default, the outstanding principal amount, together with any past due or accrued interest, shall bear interest at a rate of 13.5 % per annum, compounded annually, from the date of the default until such amounts are fully paid or the Event of Default is cured, whichever occurs first. Unless previously converted, all principal and accrued interest under Note B-E is payable on the Maturity Date. Note B-E is convertible into shares of the ReElement’s common stock at the election of the holders. The conversion price is based on a fully diluted valuation of the ReElement’s at $ 150,000,000 . As of December 31, 2024, Note B-E had an outstanding principal balance of $ 500,250 and accrued interest of $ 24,467 . Convertible promissory notes - related party In 2023, ReElement Technologies LLC (“ReElement”) entered into multiple Convertible Promissory Note agreements (“Note A”) with Land Resources & Royalties LLC (“LRR”) in the aggregate principal amount of $ 486,556 . The notes accrued interest at a rate of 4.77 % per annum, compounded annually, on the outstanding principal balance. All outstanding principal and accrued interest were due and payable in full on the maturity date of January 1, 2025. As of December 31, 2024, the outstanding balances of the notes, including accrued interest, were converted into ReElement’s equity pursuant to the terms of the agreement. F-27 Table of Contents In 2024, ReElement entered into additional Convertible Promissory Notes with LRR (“Note A”) in the aggregate amount of $ 1,611,166 . Each Convertible Promissory Note carries a three-year term from the respective effective date. The Convertible Promissory Notes mature February through December 2027. The Convertible Promissory Notes carry an annual interest rate of 10 %, compounded quarterly. For any Note issued on a date other than the last day of a calendar quarter, interest will be calculated for the stub period between the issuance date and the next quarter-end. In the event of default, the interest rate will increase to 13.5 % per year, compounded quarterly, and will apply from the date of default until the Convertible Promissory Notes are fully paid or the default is remedied. Additionally, by mutual agreement between LRR and the Company, any interest due can be added to the Note’s principal and deferred until maturity date. The Promissory Note’s principal amount, along with any accrued interest, is due in full upon the Note’s maturity date or in the event of default. The Convertible Promissory Notes entered into with LRR are subject to a conversion feature. If ReElements completes a round or series of a capital raise in the aggregate amount of a minimum of $ 7,000,000 in cash (the “Capital Raise”), then the Promissory Notes and all accrued interest outstanding shall be immediately and automatically converted to Common Stock of the ReElements (such date, the “Conversion Date”) at the predetermined conversion price which is equal to the same per-share price as the investment under the Capital Raise. As of December 31, 2024 and 2023, Note A had an outstanding principal balance of $ 1,611,166 and $ 486,566 respectively, and accrued interest of $ 59,213 and $ 15,718 , respectively. As of December 31, 2024 and 2023, there was an aggregate of $ 2,111,416 and $ 486,556 outstanding Convertible promissory notes and Convertible promissory notes – related party in the consolidated balance sheets. As of December 31, 2024 and December 31, 2023, accrued interest on the convertible promissory notes amounted to $ 83,680 and $ 15,718 , respectively. For the year ended December 31, 2024 and 2023 the interest expense was $ 99,833 and $ 15,718 respectively. F-28 Table of Contents The following tables reflects a summary of the outstanding principal and accrued interest by each lender and their respective maturity date as of December 31, 2024 and December 31, 2023: December 31, 2024 December 31, 2023 Maturity Date Total Outstanding* Principal Interest Total Outstanding* Principal Interest Note A 2/16/2027 $ - $ - $ - $ 318,661 $ 305,086 $ 13,575 Note A 2/20/2027 - - - 89,258 87,150 2,108 Note A 3/5/2027 - - - 94,355 94,320 35 Note A 2/16/2027 155,327 142,471 12,856 - - - Note A 2/20/2027 21,914 20,122 1,792 - - - Note A 3/5/2027 14,887 13,722 1,165 - - - Note A 3/18/2027 21,460 19,850 1,610 - - - Note A 4/15/2027 19,102 17,789 1,313 - - - Note A 6/20/2027 258,384 245,133 13,251 - - - Note A 8/1/2027 222,811 213,818 8,993 - - - Note A 8/22/2027 228,689 220,708 7,981 - - - Note A 10/11/2027 458,728 448,769 9,959 - - - Note A 12/27/2027 268,808 268,514 294 - - - Note B 10/29/2026 255,178 250,000 5,178 - - - Note C 11/21/2026 101,842 100,520 1,322 - - - Note D 11/19/2026 56,000 50,000 6,000 - - - Note E 12/30/2026 100,000 100,000 - - - - $ 2,183,130 $ 2,111,416 $ 71,714 $ 502,274 $ 486,556 $ 15,718 * Includes principal and accrued interest. F-29 Table of Contents NOTE 8 – STOCKHOLDERS’ EQUITY Common Stock Option Transactions A 2016 Stock Incentive Plan (2016 Plan) was approved by the Board during January 2016. The Company may grant up to 6,363,225 shares of Series A Preferred stock under the 2016 Plan. The 2016 Plan is administered by the Board of Directors, which has substantial discretion to determine persons, amounts, time, price, exercise terms, and restrictions of the grants, if any. The options issued under the 2016 Plan vest upon issuance. A new 2018 Stock Option Plan (2018 Plan) was approved by the Board on July 1, 2018 and amended on July 16, 2020. The Company may grant up to 4,000,000 shares of common stock under the 2018 Plan. The 2018 Plan is administered by the Board of Directors, which has substantial discretion to determine persons, amounts, time, price, vesting schedules, exercise terms, and restrictions of the grants, if any. Total stock-based compensation expense for grants to officers, employees and consultants was $ 3,725,484 and $ 3,766,629 for the year ended December 31, 2024, and 2023, respectively, which was charged to general and administrative expense. As of December 31, 2024, the company has $ 6,500,745 of unrecognized compensation cost related to unvested stock options granted and outstanding, net of forfeitures. The cost is expected to be recognized on a weighted average basis over a period of approximately five years. Number of Weighted Average Exercise Weighted Average Contractual Aggregate Intrinsic Options Price Life in Years Value Outstanding - December 31, 2023 10,149,770 $ 1.57 5.39 $ 5,683,871 Granted 1,675,000 $ 1.00 7.3 $ - Forfeited or Expired ( 405,000 ) $ - - $ - Exercised ( 148,000 ) $ 1.06 - $ - Outstanding - December 31, 2024 11,271,770 $ 1.49 4.83 $ 5,410,450 Exercisable (Vested) - December 31, 2024 5,804,655 $ 0.87 3.38 $ - F-30 Table of Contents NOTE 9 – INCOME TAXES Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The significant component of the Company's net deferred tax asset is the federal operating loss carryforward estimated at approximately $ 36,414,000 as of December 31, 2024. The Company filed initial tax returns in 2015 and has incurred pretax losses and taxable losses on an annual basis from 2015 through 2024. As a result of the recurring losses, a full valuation allowance has been recognized in the Company's consolidated balance sheets and no provision or benefit was recognized in the consolidated statements of operations for all periods presented. The federal net operating loss carryforwards for years prior to 2022 begin to expire in 2035 . The application of net operating loss carryforwards are subject to certain limitations as provided for in the tax code. NOTE 10 – CONTINGENCIES AND COMMITMENTS In the course of normal operations, the Company is involved in various claims and litigation matters that management intends to defend. The range of loss, if any, from all potential claims cannot be reasonably estimated. However, management believes the ultimate resolution of matters not disclosed below will not have a material adverse impact on the Company’s business or financial position. American Infrastructure Legal Proceedings The Kentucky Energy Cabinet, the Kentucky Department for Natural Resources and the Kentucky Division of Mine Reclamation and Enforcement have assessed claims totaling $ 2,189,000 that American Infrastructure Corporation (“AIC”) has accrued. Claims assessed by the Mine Health Safety Administration totaling $ 689,000 and have also been accrued by AIC. McCoy Elkhorn LLC (McCoy) and Deane Mining LLC (Dean) have received notices of intent to place liens for amounts owed on federal excise taxes. The amounts associated with the notices totaling $ 625,000 have been accrued. In November of 2023 a court entered into an order granting summary judgment against AIC in connection with a lease dispute in which the plaintiff alleges that the defendants failed to diligently mine coal in accordance with the terms of the lease and did not pay minimum royalties owed under the agreement. A final judgment was entered into during 2024 against the defendant, who is currently appealing the decision and pursuing post-judgment collection efforts. The case is being appealed and $ 2,000,000 has been accrued for this potential loss. The Company is actively defending the claim and is engaged in efforts to reach a favorable out-of-court settlement. In 2023, Dean was given a judgement due to a lease dispute, in which the plaintiff alleges trespass, conversion, and civil conspiracy against the defendants. A judgment has been entered against Dean, and management is currently appealing the decision. Management has accrued $ 5,440,657 has for this potential loss using an interest rate to calculate interest of 6 %. The Company also has a number of unpaid legal judgments for amounts that plantiffs claim are due for services or goods provided to the Company that are accrued and total approximately $ 3,400,000 as of December 31, 2024 and 2023. In April 2025, a process was undertaken in connection with our 2024 financial statement audit and the re-audit of the 2023 consolidated financial statements to obtain responses from all attorneys that represented the Company in legal matters during 2024 and 2023, The objective of this process was to obtain responses regarding the status of legal matters and our requirements to disclosure and/or accrue for legal contingencies under Accounting Standard Codification (ASC), 450, Contingencies. A retrospective review was also performed to understand the developments in the various legal matters disclosed above and when we should have determined the potential losses were probable and the reporting period such losses should have been first recognized. We determined that the matters previously not recognized should have been accrued for in 2023. Accordingly, an approximate $ 11,000,000 charge for litigation expense was recognized as one element of our restatement of the 2023 statement of operations. Furthermore, we assessed whether matters resulting in the necessity of the litigation charge were changes in estimates or rather stemmed from an error in not undertaking a complete process in prior periods to assess contingencies that should have been accrued under ASC 450. We concluded that this was an accounting error. F-31 Table of Contents NOTE 11 – SEGMENT INFORMATION In its operation of the business, management, including our chief operating decision maker, who is also our CEO, reviews certain financial information, including segmented internal profit and loss statements prepared on a basis not consistent with GAAP. For all of the segments, the CODM uses segment operating income (loss) in the annual budgeting and forecasting process. The CODM considers budget-to-actual variances on a monthly basis for both profit measures when making decisions about allocating capital and personnel to the segments. The CODM also uses segment operating income to assess the performance for each segment by comparing the results and return on assets of each segment with one another. During the periods presented, we reported our financial performance based on the following segments: Corporate, American Infrastructure (AIC), ReElements (RLMT) and Electrified Materials Corporation (EMC). Our reportable segments are described below. Corporate - Certain costs are incurred at a corporate level and allocated to our segments. These allocated costs generally include corporate overhead and administrative support costs incurred as a part of a corporate program. Each allocation is measured differently based on the specific facts and circumstances of the costs being allocated and is generally based on relative gross margin or relative headcount. AIC - Operations primarily focused on the extraction, processing, transportation, and distribution of coal for a variety of industries, with a primary focus on metallurgical quality coal to the steel industry. RLMT - provider of final-stage, separated and purified rare earth and critical elements to the electrification industry supply chain. Our products, separated and purified rare earth and critical elements, are used to manufacture permanent magnets and battery materials for high efficiency electric motors and lithium-ion batteries. EMC - Aggregator and processor of used metals for recycling into new steel-based products for the recovery and sale of recovered metal and steel. From inception to date the majority of company activities and revenue have been focused on the aggregation and sales of scrap steel materials. The company has yet to commence meaningful operations in battery, magnet and advanced materials recycling. The accounting policies of our reportable segments are the same as those described in the “Summary of Significant Accounting Policies” for the Company. Revenue and costs are generally directly attributed to our segments. However, due to the integrated structure of our business, certain revenue recognized and costs incurred by one segment may benefit other segments. Revenue from certain contracts is allocated among the segments based on the relative value of the underlying products and services, which can include allocation based on actual prices charged, prices when sold separately, or estimated costs plus a profit margin. Cost of revenue is allocated in certain cases based on a relative revenue methodology. Operating expenses that are allocated primarily include those relating to marketing of products and services from which multiple segments benefit and are generally allocated based on relative gross margin. The table below presents information about reported segments for the years ending December 31: 2024 Corporate AIC RMLT EMC Consolidated Revenues $ - $ 174,738 $ 99,960 $ 108,536 $ 383,234 Operating loss $ ( 12,497,626 ) $ ( 15,421,223 ) $ ( 3,835,396 ) $ ( 476,885 ) $ ( 32,231,128 ) 2023 Corporate AIC RLMT EMC Consolidated Revenues $ - $ 11,757,091 $ - $ 64,808 $ 11,821,899 Operating (loss) income $ ( 21,956,700 ) $ ( 11,767,716 ) $ ( 2,717,339 ) $ 66,552 $ ( 36,375,202 ) F-32 Table of Contents A reconciliation of total segment revenues to total consolidated revenues and of total segment gross margin and segment operating income (loss) to total consolidated income (loss) before income taxes, for the years ended December 31, 2024 and 2023, is as follows: For the Year Ended December 31, 2024 Corporate AIC RMLT EMC Consolidated Total revenue $ - $ 174,739 $ 99,960 $ 108,535 $ 383,234 Cost of revenues 533,507 1,800,284 193,184 - 2,526,975 Gross Margin ( 533,507 ) ( 1,625,545 ) ( 93,224 ) 108,535 ( 2,143,741 ) Operating expenses Accretion - ( 991,520 ) - - ( 991,520 ) Depreciation - ( 2,185,332 ) - - ( 2,185,332 ) Amortization of mining rights - ( 1,235,932 ) - - ( 1,235,932 ) General and administrative ( 11,147,485 ) ( 6,955,267 ) ( 2,548,211 ) ( 373,419 ) ( 21,024,382 ) Professional fees ( 1,525,143 ) ( 701,603 ) ( 187,152 ) ( 212,000 ) ( 2,625,898 ) Litigation expense ( 240,658 ) - - - ( 240,658 ) Production taxes and royalties ( 7,479 ) ( 36,483 ) 8,429 - ( 35,533 ) Development ( 434,793 ) ( 504,919 ) ( 1,208,420 ) - ( 2,148,132 ) Gain on sale of equipment - 400,000 - - 400,000 Segment operating loss $ ( 13,031,131 ) $ ( 14,694,535 ) $ ( 4,028,578 ) $ ( 476,884 ) $ ( 32,231,128 ) Reconciling items to net loss: $ ( 7,107,678 ) Net loss $ ( 39,338,806 ) F-33 Table of Contents For the Year Ended December 31, 2023 Corporate AIC RMLT EMC Consolidated Total revenue $ - $ 11,755,347 $ - $ 66,552 $ 11,821,899 Cost of revenues - ( 7,575,098 ) - - ( 7,575,098 ) Gross Margin - 4,180,249 - 66,552 4,246,801 Operating expenses Accretion - ( 1,015,563 ) - - ( 1,015,563 ) Depreciation - ( 2,289,002 ) ( 34,429 ) - ( 2,323,431 ) Amortization of mining rights - ( 1,222,686 ) - - ( 1,222,686 ) General and administrative ( 5,819,776 ) ( 4,365,816 ) ( 484,766 ) - ( 10,670,358 ) Professional fees ( 612,754 ) ( 458,351 ) ( 471,070 ) - ( 1,542,175 ) Litigation expense - ( 11,067,926 ) - - ( 11,067,926 ) Production taxes and royalties ( 776,375 ) ( 2,189,644 ) ( 29,416 ) - ( 2,995,435 ) Development ( 3,584,276 ) ( 6,031,903 ) ( 1,697,658 ) - ( 11,313,837 ) Gain on sale of equipment ( 95,592 ) 1,625,000 - - 1,529,408 Segment operating loss $ ( 21,956,699 ) $ ( 11,767,716 ) $ ( 2,717,339 ) $ 66,552 $ ( 36,375,202 ) Reconciling items to net loss: $ ( 2,349,761 ) Net loss $ ( 38,724,963 ) F-34 Table of Contents Long-lived assets, classified by segment are as follows: 2024 2023 Corporate 1,076,157 1,243,973 AIC 12,493,963 14,656,265 RLMT 24,925,048 5,645,062 EMC 1,656,572 - Consolidated 40,151,740 21,545,300 NOTE 12 - SUBSEQUENT EVENTS American Infrastructure Corp – CGRA Transaction On January 28, 2025, American Resources Corporation’s previously majority owned subsidiary, American Infrastructure Corporation (“AIC”) completed a share exchange with CGrowth Capital, Inc. (“CGRA”). CGRA purchased 100% of the issued and outstanding shares of common stock of AIC on a fully diluted basis. Concurrently, CRGA issued to the same shareholders of AIC, proportional to their respective ownership of the common stock of AIC, 10 million shares of newly created Series A Preferred Stock (the “Series A") . As a result, AIC is now a wholly owned subsidiary of CGRA, and all AIC shareholders will exchange all their common stock in AIC, proportional to their ownership in AIC, for a proportional amount of the 10 million Series A shares. Series A shares provide its holders with non-dilution rights such that, until converted to common stock as provided below, the Series A shares will convert (as a group) into 92.0 % of the fully diluted outstanding shares of common stock of CGRA. Series A shares convert to common at the earlier of (i) at the discretion of the holder, (ii) automatically upon uplisting of CGRA to a senior stock exchange (such as NASDAQ, NYSE, CBOE) in the United States, or (iii) automatically 12 months after issuance. ReElement Share Distribution On February 15, 2025, approximately 81 % of the Companies’ ownership in ReElement Technologies was distributed on a pro rata basis to its shareholders. Bond Refinancing On April 1, 2025, Kentucky Lithium LLC closed a remarketing of the outstanding $ 150,000,000 Industrial Building Revenue Bonds Series 2024. The remarketed bonds carry a principal value of $ 150,000,000 , an interest rate of 3.97 % and a maturity date of March 28, 2044 . Equipment Financing and Lease Transactions On April 1, 2025, ReElement Technologies entered into an equipment financing transaction for rare earth and critical element processing equipment. The net benefit to the company was $ 136,178 and the term of the lease is 36 months. On May 1, 2025, American Resources entered into a refinancing arrangement with existing equipment financing obligations. The net benefit to the company was $ 3,165,070 and the term of the leases are 48 months. Debt and Financing Activities On April 18, 2025, $ 175,996 was drawn on the ReElement line of credit with Land Resources and Royalties LLC for equipment purchases. During April 2025, $ 2,205,000 of ReElement Convertible Notes were issued In September 2025, ReElement Technologies entered into a commitment for an equipment leasing facility with Maxus Capital Group, LLC, providing up to $ 20 million in additional financing. Equity Transactions During the quarter ended June 30, 2025, the Company issued 6,308,992 shares of common stock in settlement of accounts payable and accrued expenses totaling approximately $ 3.9 million. On October 13, 2025, the Company entered into securities purchase agreements with certain investors for the private placement of 9,480,282 shares of common stock at $ 3.55 per share. On October 15, 2025, the Company entered into additional securities purchase agreements for the private placement of 5,181,374 shares of common stock at $ 5.10 per share. F-35