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Item 9A. Controls and Procedures

2026-05-20 compared with 2025-05-19 · 887 added, 855 removed, 793 unchanged (69% of the section changed)

1 unchanged sentence

(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.

The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a‑15(e) and 15d‑15(e) under the Securities Exchange Act of 1934, as of December 31, 2025.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

In designing and evaluating 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.

Based on this evaluation, and because of the material weakness in internal control over financial reporting described below, management concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2025.

(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.

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 financial statements for external purposes in accordance with 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:

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.

As of December 31, 2025, management, with the participation of the Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on this evaluation, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2025 due to the existence of the following material weakness:

The Company has an insufficient number of personnel to adequately segregate accounting and financial reporting duties.

This lack of segregation of duties results in limited independent review of financial reporting processes, which resulted in material error adjustments and period end accounting corrections, technical accounting treatment and disclosure adjustments and additional risk that errors or misstatements may not be prevented or detected on a timely basis.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Notwithstanding this material weakness, management believes the consolidated financial statements included in this Annual Report fairly present, in all material respects, the Company’s financial position, results of operations, and cash flows for the periods presented.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements or fraud.

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that compliance with policies or procedures may deteriorate.

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.

Management’s report was not subject to attestation pursuant to rules of the Securities and Exchange Commission that permit certain issuers to provide only management’s report.

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.

There were no changes in the Company’s internal control over financial reporting during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Other Information.

3 unchanged sentences

Chief Executive Officer, Chairman of the Board of Directors

President, Director

Former President, Director

Chief Financial Officer

Chief Operating Officer

Independent Director

9 unchanged sentences

He has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Sauve (age 46) – President

Sauve (age 47) – Former President

Tom has been involved a number of energy related businesses.

3 unchanged sentences

He has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Tom resigned relinquished his role as President as of December 25, 2025.

Kirk Taylor, CPA (age 46) – Chief Financial Officer

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He has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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.

Jensen – Chairman of Board & Director

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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 brings over 15+ years of leadership experience, specializing in commodities, buy-side/sell-side investments, and advanced technologies, to assist ARC with its capital markets plan and corporate strategy.

He has a vast knowledge of capital markets integration with strategic vision and vertical integration.

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Director Independence

Currently our board of directors consist of Mark C.

As of December 31, 2025 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.

Sauve, our former 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.

Botte and Messrs Hawes and Taplin are considered independent in accordance under the requirements of the NASDAQ, and SEC.

Limitation of Director Liability;

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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 have posted the text of our Code of Business Conduct and Ethics on our public website.

We intend to disclose future amendments to, or waivers from, certain provisions of our Code of Business Conduct and Ethics as applicable.

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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.

The composition and responsibilities of the three committees are described below.

The composition and responsibilities of the four committees are described below.

Audit Committee

3 unchanged sentences

An “audit committee financial expert” is defined as a person who, based on his or her experience, possesses the attributes outlined in such rules.

Hawes meets the requirements of an audit committee financial expert.

This committee oversees, reviews, acts on and reports on various auditing and accounting matters to our board of directors, including:

24 unchanged sentences

Jensen, (1) CEO

Sauve, (2) President

Sauve, (2) Former President

Taylor, (3) CFO

Tarlis R Thompson, (4) COO

Tarlis R Thompson, (4) Former COO

____________________

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 entered into an employment agreement, beginning January 1, 2024 and expiring on December 31, 2024, with Mr.

Jensen increasing base pay to $375,000 and carrying certain performance bonuses and stock options which would be awarded by the board of directors.

The Company entered into an employment agreement, beginning January 1, 2025 and expiring on December 31, 2025, with Mr.

Jensen increasing base pay to $450,000 and carrying certain performance bonuses and stock options which would be awarded by the board of directors.

The Company issued 300,000 and 497,368 stock options in 2024 and 2025, respectively.

1 unchanged sentence

No bonus was awarded during 2024 and 2025.

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 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 and stock options which would be awarded by the board of directors.

The Company entered into an employment agreement, beginning January 1, 2025 and expiring on December 31, 2025, with Mr.

Sauve increasing base pay to $350,000 any carrying certain performance bonuses and stock options which would be awarded by the board of directors.

The Company issued 225,000 and 353,509 stock options in 2024 and 2025, respectively.

2 unchanged sentences

During 2025 and 2024, other compensation totaling $8,074 and $8,417included health insurance reimbursement.

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.

On December 25, 2025 Mr.

Sauve relinquished his role as an officer.

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 and stock options which would be awarded by the board of directors.

The Company entered into an employment agreement, beginning January 1, 2025, and expiring on December 31, 2025, with Mr.

Taylor increasing base pay to $350,000 any carrying certain performance bonuses and stock options which would be awarded by the board of directors.

The Company issued 0 and 109,649 stock options in 2024 and 2025, respectively.

6 unchanged sentences

During 2024 and 2025, other compensation totaling $26,699 and $0 included health insurance reimbursement.

On January 27, 2025, Mr.

Thompson relinquished his role as an officer.

Director Compensation

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All Other Compensation

Michael Layman (4)

Gerardine Botte (4)

Josh Hawes (5)

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.

During 2024 and 2023, 625,000 and 225,000 of options were issued to Mr.

Sauve, respectively.

____________________

Taplin was appointed as a director on November 15, 2018.

2 unchanged sentences

Taplin for his service on the board, respectively.

Layman was appointed as a director on July 16, 2020.

During 2024 and 2023, 0 and 750,000 options were issued to Mr.

Layman, respectively.

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.

During 2025 and 2024, 241,725 and 193,500 options were issued to Dr.

Botte for her service on the board.

Hawes was appointed as a director on August 16, 2023.

During 2024, 250,000 options were issued to Mr.

During 2025 and 2024, 402,875 and 320,000 options were issued to Mr.

Hawes for his service on the board and chair of the audit and compensation committees.

2 unchanged sentences

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.

The Company has employment agreements in place with its Named Executive Officers that provide for base salary and eligibility to receive a discretionary annual performance bonus, as well as potential participation in the Company’s equity incentive plans, as described in the executive compensation footnotes.

Bonus and equity awards, if any, are determined at the discretion of the Company’s Board of Directors.

Certain executive employment agreements were entered into or renewed during fiscal year 2025 with terms specific to the individual officers, as further described in the executive compensation disclosures, and superseded prior arrangements that were in effect during 2024.

Outstanding Equity Awards

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Those options vest over 5.25 years.

December 19, 2025 to purchase 497,368 shares of our Company at $2.28 per share.

Those options vest over 3 years.

- Former President:

November 23, 2020 to purchase up to 70,732 shares of our Company at $1.64 per share.

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Those options vest over 3 years.

December 19, 2025 to purchase 353,509 shares of our Company at $2.28 per share.

Those options vest over 3 years.

- Chief Financial Officer:

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Those options vest over 5 years.

- Chief Operating Officer, who was issued options under our Employee Incentive Stock Option Plan on

December 19, 2025 to purchase 109,649 shares of our Company at $2.28 per share.

Those options vest over 3 years.

- Former 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.

5 unchanged sentences

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.

The following tables set forth, as of December 31, 2025, information regarding the beneficial ownership of the Company’s Class A Common Stock and Series A Convertible Preferred Stock by (i) each person or entity known to the Company to be the beneficial owner of more than five percent (5%) of the Company’s Common Stock, (ii) each executive officer and director, and (iii) all executive officers and directors as a group.

Beneficial ownership information is determined in accordance with Rule 13d‑3 under the Securities Exchange Act of 1934.

Name and Address of Shareholder

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Golden Properties, Ltd.

White River Ventures LLC (2) (4)

Midwest General Investment Company LLC (2) (5)

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;

Based on 78,017,047 shares of Common Stock deemed to be outstanding as of December 31, 2024.

This percentage has been rounded for convenience;

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.

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.

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.

____________________

Series A Preferred

2 unchanged sentences

Jensen, Chief Executive Officer, Director

Sauve, (8) President, Director

Sauve, Former President, Director

Taylor, Chief Financial Officer

Thompson, Chief Operating Officer

Geradine Boutte

All Directors and Officers as a Group (6 persons)

All Directors, Officers and 5% Holders as a Group (7 persons)

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.

Based on 0 shares of Series A Convertible Preferred Stock outstanding as of December 31, 2024;

Based on 78,213,454 Class A Common Stock outstanding as of December 31, 2024.

These percentages have been rounded for convenience;

Jensen beneficially owns 89,981 shares of our Class A Common Stock through his equity ownership in Westside Advisors LLC,.

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.

____________________

A person is deemed to be the beneficial owner of securities that may be acquired within 60 days through the exercise of options, warrants or convertible securities.

Based on 106,919,829 shares of Class A Common Stock issued and outstanding as of December 31, 2025.

Percentages have been rounded for convenience.

Golden Properties, Ltd.

holds warrants exercisable for shares of Class A Common Stock;

however, such warrants include provisions limiting exercise to ensure that Golden Properties, Ltd.

and its affiliates do not beneficially own more than 9.99% of the Company’s outstanding Common Stock.

Accordingly, pursuant to Rule 13d‑3, Golden Properties, Ltd.

is deemed to beneficially own 9,102,246 shares of the Company’s Class A Common Stock as of December 31, 2025.

No shares of Series A Convertible Preferred Stock were outstanding as of December 31, 2025.

Certain Relationships and Related Transactions, and Director Independence.

1 unchanged sentence

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.

In January 2021, the Company invested $2.25 million to acquire a 50% ownership interest in American Opportunity Venture, LLC (“AOV”) and became its managing member.

AOV was determined to be a variable interest entity for which the Company is the primary beneficiary and is therefore consolidated in the Company’s consolidated financial statements.

AOV’s sole investment is an equity interest in Royalty Management Co.

(“RMCO”), which is accounted for under the equity method of accounting.

The investment was initially held in American Acquisition Opportunity Inc., a special purpose acquisition company, which completed a reverse merger with RMCO effective October 31, 2023.

The Company recognizes earnings or losses related to its investment in RMCO on a three‑month lag to allow for the timely preparation of its financial statements.

As of December 31, 2025 and 2024, the Company indirectly held 428,446 shares of Class A common stock of RMCO and 884,783 shares directly.

In addition, as of December 31, 2025 and 2024, the Company held 381,243 and zero shares, respectively, of Series A Preferred Stock of RMCO.

ReElement Technologies Corporation (“RLMT”)

Prior to its deconsolidation, ReElement Technologies Corporation (“RLMT”) was determined to be a variable interest entity for which the Company was the primary beneficiary and was therefore consolidated in the Company’s consolidated financial statements during the applicable periods.

Upon completion of the spin‑off transaction, the Company determined that it was no longer the primary beneficiary of RLMT and deconsolidated RLMT in accordance with the guidance under ASC 810.

Following deconsolidation, the Company no longer controls RLMT and does not direct the activities that most significantly impact RLMT’s economic performance.

As of December 31, 2025, the Company retained approximately 19% ownership interest in RLMT, which is accounted for under the equity method of accounting.

The Company does not participate in the day‑to‑day operations, management, or governance of RLMT.

Other than its retained ownership interest and the recognition of its proportionate share of earnings or losses under the equity method, the Company does not have any material ongoing contractual arrangements, guarantees, service agreements, or other transactions with RLMT.

RLMT is considered a related party of the Company subsequent to the deconsolidation date.

American Infrastructure Corporation (“AIC”)

The Company previously determined that its involvement with American Infrastructure Corporation (“AIC”) was subject to consolidation under the variable interest entity model.

On December 25, 2025, the Company determined that it was no longer the primary beneficiary and deconsolidated AIC.

Following deconsolidation, the Company retained approximately 9% ownership interest in AIC, which does not provide the Company with significant influence over AIC’s operating or financial activities and is accounted for as a financial asset measured at fair value.

The Company does not direct the activities that most significantly impact AIC’s economic performance and does not participate in AIC’s management or operations.

Other than the retained ownership interest and rights, if any, described elsewhere in this Annual Report, the Company does not have any material ongoing transactions or arrangements with AIC.

AIC is considered a related party of the Company subsequent to the deconsolidation date.

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 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.

Novusterra, Inc.

(“Novusterra”) is a related party due to management and governance relationships between the Company and Novusterra.

On March 31, 2021, the Company entered into a Graphene Development Agreement with Novusterra, pursuant to which the Company received a non‑exclusive sublicense entitling it to fifty percent (50%) of the operating profits from Novusterra’s graphene manufacturing and marketing activities.

In connection with this agreement, the Company’s Chief Executive Officer, Mark Jensen, replaced Novusterra’s Chairman of the Board of Directors.

On August 30, 2022, the Company entered into a purchase agreement under which it sold exclusive rights to certain patents previously included in the Graphene Development Agreement in exchange for 4,000,000 shares of Novusterra’s common stock, with a fair value of $1.78 million at the transaction date.

In connection with this transaction, Andrew Weeraratne resigned as Novusterra’s Chief Executive Officer and director, and Gregory Jensen, the Company’s general counsel, was appointed Chief Executive Officer and director of Novusterra.

Jensen also resigned as Chairman of Novusterra’s Board of Directors.

Following the transaction, Novusterra is no longer obligated to remit fifty percent (50%) of operating profits to the Company.

However, Novusterra remains obligated to remit ten percent (10%) of revenues derived from an exclusive sublicense agreement with Kenai Defense Company, LLC and the U.S.

Department of Defense that was transferred from the Company to Novusterra.

Any subsequent contracts entered into by Novusterra with Kenai Defense Company, LLC or the Department of Defense are not subject to revenue‑sharing with the Company.

Novusterra was determined to be a variable interest entity for which the Company is not the primary beneficiary.

Accordingly, the investment was accounted for under the equity method.

Effective March 6, 2024, the Company distributed 91% of its ownership interest in Novusterra to the Company’s stockholders as a special dividend, resulting in the Company retaining a 9% ownership interest represented by 1,417,500 common shares.

Following this distribution, the remaining investment has been accounted for using the cost method.

As of December 31, 2025 and 2024, the carrying value of the investment was $0.

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.

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.

The Company owns a 23% interest in FUB Mineral LLC (“FUB”), which is accounted for under the equity method.

The Company evaluated FUB under the variable interest entity guidance in ASC 810 and concluded that FUB is a variable interest entity;

however, the Company is not the primary beneficiary and therefore is not consolidated.

As of December 31, 2025 and 2024, there were no outstanding note receivable balances with FUB, and the Company recorded an allowance on the remaining carrying value of the note receivable due to collectability concerns.

Land Betterment Corporation

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, 2025 and 2024, the amounts incurred under the agreement amounted to $5,224,238 and $4,216,528, respectively.

The amount paid for the year ended December 31, 2025 and 2024 amounted to $2,627,440 and $4,966,536, respectively.

As of December 31, 2025 and 2024, the amount due under the agreement amounted to $5,314,599 and $1,683,612, respectively.

These project management services were all payable as of December 31, 2025 and 2024.

Land Resources and Royalties LLC

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, which was fully settled during the year ended December 31, 2025.

No interest expense related to this note was outstanding as of period‑end.

Director Independence.

The Board of Directors determined that Ms.

The Board of Directors has 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.”

Hawes and Taplin are independent within the meaning of the listing standards of the NASDAQ Capital Market.

Under these standards, the Audit Committee is required to be composed solely of independent directors.

The Board has also determined that all members of the Audit Committee satisfy the applicable independence requirements imposed by the Securities and Exchange Commission.

To the extent required by the trading market on which the Company’s securities are listed, the Company will continue to ensure that the composition of its Board of Directors complies with the Sarbanes‑Oxley Act and applicable listing standards, including the requirement that at least one director qualify as an audit committee financial expert.

Principal Accounting Fees and Services.

On November 21, 2025, the Audit Committee approved the appointment of GreenGrowth CPAs (“GreenGrowth”) as the Company’s new independent public accounting firm, effective immediately.

During the Company’s two most recent fiscal years, and any subsequent period prior to engaging GreenGrowth, neither the Company, nor anyone on its behalf, consulted GreenGrowth 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 respective to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by GreenGrowth 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).

For the 2025 year end audit and related services, approximately $90,000 will be billed from GreenGrowth, of which $73,000 has been billed and paid.

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.

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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 2024.

For the 2024 year end audit and related services, $277,000 was paid to GBQ Partners LLC for their audit and related services.

The following is a summary of fees paid or to be paid to GreenGrowth CPAs and GBQ Partners LLC for services rendered for the years ended December 31, 2025 and 2024.

Audit fees – GBQ Partners LLC

Audit related fees – GBQ Partners LLC

Audit fees – BF Borgers, PC

Audit related fees – BF Borgers, PC

All other fees

Audit fees – GreenGrowth CPAs

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.

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The services for the fees disclosed under this category include tax return preparation and technical tax advice.

All Other Fees — This category consists of fees for other miscellaneous items.

Pre-Approval Policy

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Incorporated herein by refence to Prospectus filed June 8, 2021

Share and Warrant Purchase Agreement

Incorporated herein by reference to Prospectus filed October 28, 2025

Secured Promissory Note

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Principal Financial Officer, Chief Financial Officer

/s/ Thomas M.

Director, President

/s/ Josh Hawes

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders

of American Resources Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of American Resources Corp.

(the Company) as of December 31, 2025, and the related consolidated statement of operations, changes in stockholders’ deficit, and cash flows for the year then ended and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The consolidated financial statements of American Resources Corporation as of and for the year ended December 31, 2024, before the effects of the adjustments described in Note 2 to retrospectively reflect the discontinued operations presentation, were audited by other auditors whose report dated October 24, 2025, except for Note 13, as to which the date is May 19, 2026, expressed an unqualified opinion on those financial statements.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

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 audit 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 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 audit, 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 audit included performing procedures to assess the risks of material misstatement of the 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 financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Audit of Adjustments to the 2024 Consolidated Financial Statements

We also have audited the adjustments described in Note 2 that were applied to the 2024 consolidated financial statements to retrospectively reflect the presentation of American Infrastructure Corporation (“AIC”) and ReElement Technologies Corporation (“RLMT”) as discontinued operations.

In our opinion, such adjustments are appropriate and have been properly applied.

We were not engaged to audit, review, or apply any procedures to the 2024 consolidated financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2024 consolidated financial statements taken as a whole.

Critical Audit Matters

The critical audit matters communicated below 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.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Deconsolidation of American Infrastructure Corporation and ReElement Technologies Corporation, Including Retained Interests and Discontinued Operations

Critical Audit Matter Description

As described in Notes 2 and 7 to the consolidated financial statements, during 2025 the Company deconsolidated AIC and RLMT after determining that it no longer had a controlling financial interest in those entities.

The Company recognized the related deconsolidation effects, including the derecognition of assets and liabilities, gain on disposal, retained interests, and discontinued operations presentation.

Following deconsolidation, the retained interest in RLMT was accounted for as an equity method investment, while the retained interest in AIC was accounted for as a financial asset measured at fair value.

We identified this matter as a critical audit matter due to the significant judgment involved in evaluating the loss of control, deconsolidation dates, classification and measurement of retained interests, and discontinued operations presentation.

The matter also involved complex ownership, governance, contractual, and valuation considerations.

Audit Response

To address this critical audit matter, our procedures focused on deconsolidation, retained interests, and discontinued operations, and included the following:

Evaluated management’s accounting analysis under ASC 810, ASC 323, ASC 820, and ASC 205-20.

Inspected transaction documents, governance records, board minutes, ownership records, and related agreements.

Evaluated whether the Company retained control or significant influence over AIC and RLMT.

Assessed the classification of the retained interests.

Tested the deconsolidation calculations and recalculated the related gain on disposal.

Evaluated the fair value measurement of retained interests.

Involved auditor-engaged specialists to assist with technical accounting matters and the valuation of the retained interest in AIC.

Evaluated the related financial statement presentation and disclosures.

Consolidation Assessment for Other Variable Interest Entities and Related-Party Investments

Critical Audit Matter Description

As described in Notes 6 and 7 to the consolidated financial statements, the Company holds interests in, and has relationships with, various related-party entities and investees other than AIC and RLMT.

Management evaluates whether these entities are variable interest entities, whether the Company is the primary beneficiary, and the appropriate accounting model for each investment.

We identified this matter as a critical audit matter due to the significant judgment involved in evaluating ownership, governance, contractual, financing, and related-party relationships, including whether the Company had power over the significant activities of the entities and exposure to potentially significant economics.

Audit Response

To address this critical audit matter, our procedures focused on VIE and investment accounting conclusions, and included the following:

Evaluated management’s VIE and consolidation analyses for entities other than AIC and RLMT.

Tested the completeness of the related-party entities and investees evaluated.

Inspected operating agreements, investment agreements, governance documents, ownership records, and related-party agreements.

Evaluated reconsideration events during the year.

Assessed whether the Company had power over significant activities.

Assessed whether the Company had potentially significant economic exposure.

Evaluated the related accounting conclusions and disclosures.

We have served as the Company’s auditor since 2025.

Los Angeles, California

PCAOB ID Number 6580

Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors

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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.

We have audited, before the effects of the adjustments to reflect the discontinued operations presentation described in Note 2, the consolidated balance sheet of American Resources Corporation (the "Company") as of December 31, 2024, and the related consolidated statements of operations, changes in stockholders' equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the "2024 consolidated financial statements before the effects of the adjustments described in Note 2").

The 2024 consolidated financial statements before the effects of the adjustments described in Note 2 are not presented separately herein.

In our opinion, the 2024 consolidated financial statements, before the effects of the adjustments to reflect the discontinued operations presentation described in Note 2, present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024, and the results of its consolidated operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

We were not engaged to audit, review, or apply any procedures to the adjustments to reflect the discontinued operations presentation described in Note 2 and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied.

Those adjustments were audited by GreenGrowth CPAs.

Going Concern Uncertainty

The accompanying 2024 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.

As discussed in Note 1 to the consolidated financial statements, at the time those financial statements were issued the Company had recurring operating losses and limited available liquidity that raised substantial doubt about its ability to continue as a going concern within one year after that issuance date.

Management’s plans in regard to these matters at that time are also described in Note 1.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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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.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

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.

We conducted our audit 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.

As part of our audit, 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.

Our audit 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.

Our audit 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 audit provides a reasonable basis for our opinion.

Audit of the Adjustments Described in Note 13

We also have audited the adjustments described in Note 13 that were applied to the 2024 consolidated financial statements.

In our opinion, such adjustments are appropriate and have been properly applied.

We were not engaged to audit, review, or apply any procedures to the 2024 consolidated financial statements other than with respect to the adjustments described in Note 13 and, accordingly, we do not express an opinion or any other form of assurance on the 2024 consolidated financial statements taken as a whole.

Critical Audit Matters

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Columbus, Ohio

We have served as the Company's auditor since 2024.

October 24, 2025, except for Note 13, as to which the date is May 19, 2026

We served as the Company's auditor from 2024 to 2025.

AMERICAN RESOURCES CORPORATION

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Cash and cash equivalents

Restricted cash - current

Restricted investment

Short-term investments

Due from related party

Interest receivables

Prepaid expenses and other current assets

Accounts receivable – related party – net of allowance of $ 62,030,311 and $ 0 for the years ended December 31, 2025 and 2024 respectively.

Current assets – discontinued operations

Total current assets

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Right-of-use assets, net - related party

Finance – right-of-use asset, net – related party

Investment in other entities - related parties

Notes receivable, net

Non-current assets – discontinued operations

$ 168,907,706

$ 281,651,874

Liabilities and Deficit

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Accrued expenses

Accrued litigation settlements

Accrued litigation settlement

Accrued interest

Other current liabilities

Bond payable, current

Current portion of long-term debt

Operating lease liabilities, current

Operating lease liabilities, current - related party

Finance lease - related party, current

Other financing obligations, current

Current liabilities – discontinued operations

Total current liabilities

Non-current liabilities:

Remediation liability

Bond payable, net

Convertible promissory note - related party

Long term debt

Other financing obligations, net of current portion

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Operating lease liabilities, non-current - related party

Finance lease - related party, non-current

Non-current liabilities – discontinued operations

Total liabilities

Commitments and contingencies (Note 10)

Stockholders' deficit:

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Accumulated deficit

Total stockholders' deficit

( 210,358,542 )

( 265,770,279 )

Total stockholders' equity (deficit)

( 79,355,308 )

Non-controlling interest

Total deficit

( 1,588,192 )

( 1,561,666 )

Total liabilities and stockholders' deficit

Total equity (deficit)

( 80,916,974 )

Total liabilities and stockholders' equity (deficit)

$ 168,907,706

$ 281,651,874

The accompanying footnotes are integral to the consolidated financial statements.

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Metal recovery and sales

Service fee revenue

Royalty income

Total revenue

Operating expenses (income)

Operating expenses

Cost of coal sales and processing

Amortization of mining rights

General and administrative

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Production taxes and royalties

Gain on sale of equipment

Total operating expenses

Net loss from operations

( 11,308,535 )

( 14,219,018 )

Other income (expense)

Losses from equity method investees, net

Other income, net

Losses from equity method investees

Loss on debt extinguishment

Other income and (expense)

Interest income

Interest expense

( 1,764,115 )

( 1,521,726 )

Total other income (expenses)

non-controlling interest

Net loss attributable to AREC shareholders

( 6,525,961 )

( 1,742,143 )

Net loss per share - basic and diluted

Loss from continuing operations

( 17,834,496 )

( 15,961,161 )

Income (loss) from discontinued operations (Note 2)

( 23,242,809 )

Net income (loss)

( 39,203,970 )

Net loss attributable to non-controlling interest

Net income (loss) attributable to ARC shareholders

$ ( 39,116,156 )

Loss from continuing operations per share, basic and diluted

Income (loss) from discontinued operations per share, basic and diluted

Total income (loss) per share, basic and diluted

Weighted average shares outstanding - basic and diluted

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STATEMENT OF STOCKHOLDERS’ DEFICIT

DECEMBER 31, 2024 AND 2023

FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024

Par Value Shares

Paid-in Capital

Balance as of December 31, 2023

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$ ( 45,005,299 )

Issuance of common shares for convertible debt conversion

Stock compensation - options

Exercise of cashless warrants

Exercise of common stock options

Issuance of common shares for consulting services

Dividend-in-kind of Novustera, Inc.

common stock to shareholders

( 1,361,788 )

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( 1,361,788 )

Balance as of December 31, 2023

Exercise of common stock warrants

Issuance of common shares for consulting services

Common stock issued to settle accounts payable and accrued expenses

Stock compensation – options

( 39,116,156 )

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( 39,203,970 )

Balance as of December 31, 2024

$ 186,407,169

Exercise of cashless warrants

Exercise of stock options

Issuance of common shares for consulting services

Dividend-in-kind of Novustera, Inc.

common stock to shareholders

Exercise of warrants

Issuance of common shares for consulting services

Stock compensation – options

Common stock issued to settle accounts payable and accrued expenses

$ ( 265,770,279 )

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$ ( 1,561,666 )

$ ( 80,916,974 )

Stock compensation – options

Exercise of cashless common stock options

Exercise of warrants for common stock

Common stock issued to settle accounts payable and accrued expenses

Common stock issued to settle debt

Proceeds from equity offering, net

Issuance of common shares for consulting services

Issuance of RLMT common stock for deconsolidated subsidiary

Balance as of December 31, 2025

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Cash Flows from Operating activities:

Net income (loss)

$ ( 39,203,970 )

Net income (loss) from discontinued operations

( 23,242,809 )

Net loss from continuing operations

( 17,834,496 )

( 15,961,161 )

Adjustments to reconcile net loss to net cash

Noncash stock-based compensation expense

Stock-based compensation expense

Depreciation expense

Amortization of mining rights

Accretion expense

Amortization of right-to-use assets - related party

Amortization of issuance costs and debt discount

Loss on settlement/conversion of debt to equity

Interest and dividend income

Investment in other entities - Related Parties, net

Gain on sale of equipment

Issuance of common shares for services

Allowance for losses on due from related party

Issuance of common shares for consulting services

Allowance for losses on note receivable

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Interest receivable

Due from related party

Accounts receivable – related party

( 1,970,096 )

Prepaid expenses and other current assets

( 2,015,109 )

Trade and non-trade payable

Accounts payable related party

( 2,989,695 )

Accrued expenses

Accrued litigation settlements

Accrued interest

Other current liabilities

Operating lease assets and liabilities, net

Operating lease assets and liabilities, net - related party

Cash used in operating activities

(22,225,352 )

Cash (used in) provided by operating activities

( 10,411,845 )

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Purchase of property and equipment, net of capitalized interest income and (expense)

Proceeds from sale of equipment

Purchase of certificate of deposit

( 5,000,000 )

Proceeds from short-term investments, net

Cash provided by (used in) investing activities

Purchases of short-term investments/securities

( 34,323,318 )

Cash (used in) provided by investing activities

( 39,360,615 )

Cash Flows from Financing activities:

Proceeds from tax exempt bonds, net

Proceeds from convertible promissory note

Proceeds from the exercise of stock option

Proceeds from equity offering, net of issuance costs

Proceeds from long-term debt

Exercise of warrants for common stock

Proceeds from the exercise of stock options and warrants

Proceeds received from other financing obligation

Cash received from warrant conversions

Repayment on current portion of long-term debt

Repayments of other financing obligation

Cash provided by financing activities

Increase in cash

Cash and cash equivalents, including restricted cash, beginning of period

Cash and cash equivalents, including restricted cash, end of period

( 3,412,948 )

( 7,025,901 )

Cash provided by (used in) financing activities

( 4,351,968 )

Net change in cash, cash equivalents and restricted cash from continuing operations

( 1,414,199 )

Cash flows from discontinued operations:

Net cash flow used in discontinued operating activities

( 7,370,831 )

( 23,235,014 )

Net cash flow used in discontinued investing activities

( 126,346,329 )

Net cash flow used in discontinued financing activities

Net change in cash and cash equivalents, discontinued operations

Cash and cash equivalents, including discontinued operations, beginning of year

Cash and cash equivalents, including discontinued operations, end of year

Cash and cash equivalents at end of period discontinued operations

Cash, cash equivalents, and Restricted Cash

SUPPLEMENTAL CASH FLOW INFORMATION

Common stock issued to settle accounts payable and accrued expenses

Exercise of cashless common stock options and warrants

Dividend-in-kind of Novustera, Inc.

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Acquisition of assets through operating leases – related party

Acquisition of assets through finance lease - related party

Conversion of convertible debt into common stock

Common stock issued to settle accounts payable and accrued expenses

Common stock issued to settle debt

The accompanying footnotes are integral to the consolidated financial statements.

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December 31, 2025 and 2024

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS :

The Company has identified certain accounting errors in the Company’s historical consolidated financial statements relating to compliance with U.S.

As a result of the re-audit, the Audit Committee, in consultation with the Company’s management, concluded that the Company’s previously issued audited consolidated financial statements and the notes thereto as of and for the year ended December 31, 2023, require restatement and should not be relied upon.

The following includes descriptions of the significant adjustments to the Company’s previously reported 2023 consolidated financial statements.

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.

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.

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.

Coal inventory cost basis adjustment

A lower of cost or realizable value adjustment was not recorded for coal inventory as of December 31, 2023.

The carrying value has been decreased by this adjustment with the offsetting charge recognized in operating expenses.

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.

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.

Equity investment accounting adjustment

There were accounting errors determined in with respect to equity investments, 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.

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.

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.

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 estimated under Statement of Financial Accounting Standards No.

It was also concluded that the status of these litigation cases as of December 31, 2023 supported that a potential loss was probable at that date.

Accordingly, adjustments were recognized to record the reserve for these potential litigation losses as of December 31, 2023.

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.

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.

To correct the error, the Company adjusted its equity investments to reflect the appropriate earnings impact, ensuring accurate financial statement presentation.

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.

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.

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.

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.

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.

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.

* Represents revision for immaterial error correction

The following tables summarize the effect of the restatement on each financial statement line item in the consolidated financial statements.

Balance Sheet as of December 31, 2023

Cash and cash equivalents

$ (1,347,784 )

Restricted cash - current

Restricted investment

Short-term investments

(28,949,297 )

Due from related party

Prepaid expenses and other current assets

Total current assets

Restricted cash

Property and Equipment, net

Right-of-use assets, net

(17,479,711 )

Right-of-use assets, net - related party

Investment in other entities - Related Parties

(15,302,700 )

Notes Receivable, net

$ (29,451,285 )

Trade payables

$ (3,337,118 )

Non-trade payables

Accounts Payable - Related Party

Accrued expenses

Accrued litigation settlements

Accrued interest

Other current liabilities

Bond payable, current

Current portion of long-term debt

Operating lease liabilities, current

Operating lease liabilities, current - related party

Finance lease - related party, current

Other financing obligations, current

Total current liabilities

Remediation liability

Bond payable, net

(44,152,500 )

Finance lease liabilities, non-current

Other financing obligations, net of current portion

Operating lease liabilities, non-current

Operating lease liabilities, non-current - related party

Total liabilities

$ 109,730,475

Additional paid-in capital

Accumulated deficit

(178,694,329 )

Total stockholders' equity (deficit)

(43,755,291 )

Non-controlling interest

Total deficit

(45,229,143 )

Total liabilities and stockholders' deficit

$ (27,020,988

Statement of operation for the year ended December 31, 2023

$ (3,509,676 )

Total revenue

Cost of coal sales and processing

Amortization of mining rights

General and administrative

Professional fees

Litigation expense

Production taxes and royalties

Gain on sale of equipment

Total operating expenses

Net loss from operations

(11,422,333 )

(24,952,869 )

(36,375,202 )

Losses from equity method investees, net

Other income, net

Unrealized gain on short-term investments

Interest income

Interest expense

Total other income (expenses)

(11,455,086 )

(27,269,877 )

(38,724,963 )

Non-controlling interest

Net loss attributable to AREC shareholders

$ (11,455,086 )

$ (27,072,332 )

$ (38,527,408 )

Net loss per share - basic and diluted

(As reported)

Paid-in Capital

Balance as of December 31, 2022

$ 167,517,259

$ 168,099,637

$ (167,239,243 )

(19,525,684 )

$ (186,764,927 )

(20,219,603 )

(19,934,907 )

Issuance of common shares for Convertible Debt Conversion

Stock compensation – options

Issuance of common shares for consulting services

(11,455,086 )

Balance as of December 31, 2023

$ 178,910,546

$ 181,753,261

$ (178,694,329 )

$ (225,292,335

Statement of Cash flows for the year ended December 31, 2023

Cash Flows from Operating activities:

$ (11,455,086 )

$ (27,269,877 )

$ (38,724,963 )

Noncash stock-based compensation expense

Depreciation expense

Amortization of mining rights

Accretion expense

Amortization of right-to-use assets - related party

Accretion of right-to-use assets

Amortization of issuance costs and debt discount

Option Expense

Investment in other entities - Related Parties, net

Gain on sale of equipment

Unrealized gain on short-term investments

Due from related party

Prepaid expenses and other current assets

Trade and non-trade payable

Accounts payable related party

Accrued expenses

Accrued litigation settlements

Accrued interest

Other current liabilities

Operating lease assets and liabilities, net

Cash used in operating activities

(14,615,241 )

(20,200,929 )

Cash Flows from Investing activities:

Purchase of property and equipment, net of capitalized interest income and (expense)

Proceeds from sale of equipment

Proceeds from short-term investments, net

(21,426,363 )

Purchases of short-term investments

(51,865,545 )

Cash (used in) provided by investing activities

(28,833,246 )

Cash Flows from Financing activities:

Proceeds from tax exempt bonds, net

Proceeds from the exercise of stock option

Proceeds received from other financing obligation

Repayment on current portion of long-term debt

Repayments of other financing obligation

Cash provided by (used in) financing activities

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 $13 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 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 Resources Corporation’s (ARC or the Company) operations are focused on the aggregation, recovery and sale of recovered metal and steel.

Historically, the Company was comprised of ARC (Corporate or Parent) and three operating segments known as American Infrastructure, ReElements and Electrified Materials.

During the year ended December 31, 2025 the Company spun-off of the American Infrastructure and ReElements segments.

Following the disposal of American Infrastructure and ReElements, the Company has operated as two-operating segments, Corporate Office and Electrified Materials.

Beginning in 2023, the focus of the Company’s business and capital allocation shifted towards the diversification of the Company’s revenue streams.

This led to the development of the Company’s operations focused on the aggregation, recovery and sale of recovered metal and steel.

The Company established a new subsidiary, Electrified Materials Corporation (EMC, formerly known as American Metals) for these operations.

Electrified Materials has been in the development (pre revenue) stages since its creation.

American Infrastructure (the Company’s former coal mining operations) was 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.

ReElements was 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.

In 2024, the Company 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.

ReElement Technologies LLC (RLMT), ReElement Marion LLC (RLM), and Kentucky Lithium LLC (KYL).

The majority owned subsidiaries include:

Electrified Materials:

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Corporate Office:

American Resources Corporation (ARC).

American Opportunity Venture II, LLC (AOV II).

As further described in Note 2 – Discontinued Operations , during the year ended December 31, 2025, the Company spun-off 81 % and 91 % of the ownership interests of ReElement Technologies, Inc.

(“RLMT”) and American Infrastructure Corporation (“AIC”), respectively.

As the transactions each represented a strategic shift in the Company’s operations, the results of ReElement and AIC are presented as discontinued operations in the consolidated financial statements and, as such, have been excluded from both continuing operations and segment results for all periods presented.

The disclosures presented in the notes to the Consolidated Financial Statements are presented on a continuing operations basis unless otherwise noted.

The legal entities included in discontinued operations are as follows:

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.

ReElement Technologies Inc (RLMT), ReElement Marion LLC (RLM), and Kentucky Lithium LLC (KYL), ReElement Africa (RA) and ReElement Ghana (RG).

All significant intercompany accounts and transactions have been eliminated in consolidation.

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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.

During October 2021, the Company acquired a 23 % ownership interest in FUB Mineral LLC (“FUB”).

The Company evaluated FUB under the VIE guidance in ASC 810 and determined that FUB is a variable interest entity;

however, the Company is not the primary beneficiary and therefore does not consolidate FUB.

The Company’s investment in FUB is accounted for under the equity method of accounting.

During January 2021, the Company invested $ 2,250,000 for a 50 % ownership interest and became the managing member of American Opportunity Venture, LLC (“AOV”).

The Company evaluated AOV under the variable interest entity guidance in ASC 810 and determined that AOV is a variable interest entity for which the Company is the primary beneficiary.

Accordingly, AOV is consolidated in the Company’s consolidated financial statements.

During March 2021, the Company invested $ 25,000 for 100 % ownership and become the managing member of American Opportunity Venture II, LLC.

As such, the investment in AOVII has been eliminated in the accompanying financial statements.

As of December 31, 2025, AOVII has had no operational activity.

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.

1 unchanged sentence

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.

As discussed in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, conditions existed at the time of issuance of those financial statements — including recurring operating losses and limited available liquidity that raised substantial doubt about the Company's ability to continue as a going concern within one year from the issuance date of those financial statements.

On October 13 2025, the Company received equity financing totaling gross proceeds of $ 33.7 million and on October 15, 2025, the Company receive equity financing totaling $ 40 million, both through a private placement of common shares, which substantially improved the Company's cash position and led to management’s later assessment that the conditions that had previously raised substantial doubt had been alleviated.

Management has concluded that, as of the date of issuance of these consolidated financial statements, substantial doubt about the Company's ability to continue as a going concern no longer exists.

Use of Estimates:

7 unchanged sentences

government securities.

Restricted cash and cash equivalents 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.

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.

1 unchanged sentence

Restricted cash

Total cash and restricted cash presented in the consolidated statements of cash flows

$ 155,366,868

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.

Total cash and restricted cash presented in the consolidated statements of balance sheet

Related Party Policies:

4 unchanged sentences

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 interest income and expense for amounts capitalized directly related to the construction.

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.

1 unchanged sentence

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.

Recoverability is measured by comparison of the carrying amount to the future net undiscounted cash flows expected to be generated by the related asset group.

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 2025 and 2024.

Costs related to maintenance and repairs which do not prolong the an asset’s useful life are expensed as incurred.

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.

Management is currently in the process of assessing the ARO for the fiscal year and will include revisions if any during the fourth quarter of 2024.

The table below reflects the changes to our ARO for 2024 and 2023:

Beginning Balance

Ending Balance

Accretion expense amounted to $991,520 and $1,015,563 for the years ended December 31, 2024 and 2023, respectively.

Costs related to maintenance and repairs which do not prolong an asset’s useful life are expensed as incurred.

Revenue Recognition :

1 unchanged sentence

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:

13 unchanged sentences

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.

Note 4 presents the Company’s financial assets or liabilities measured at fair value as of December 31, 2024 and 2023.

The carrying amounts of the Company’s cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate their fair value as of December 31, 2025 and 2024 due to their short-term nature.

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.

The Company’s leases consist of operating and finance leases.

Lease right‑of‑use assets and lease liabilities represent the present value of future minimum lease payments over the lease term and are recognized as of the lease commencement date.

The Company has elected not to recognize right‑of‑use assets and lease liabilities for leases with an initial lease term of twelve months or less unless the lease contains a purchase option that is reasonably certain to be exercised.

Lease term, 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 each lease.

Lease terms generally include the initial non‑cancelable period and renewal options that are reasonably certain to be exercised.

The implicit rate in a lease is used to measure lease obligations when readily determinable.

Otherwise, the Company uses its incremental borrowing rate based on information available at lease commencement, including the lease term and current economic conditions.

Allowance For Doubtful Accounts:

5 unchanged sentences

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.

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:

11 unchanged sentences

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.

Recent Accounting Pronouncements:

In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025‑11, Interim Reporting (Topic 270):

Narrow‑Scope Improvements, which clarifies interim reporting disclosure requirements and improves the organization and navigability of existing guidance.

The amendments do not change the recognition or measurement of interim financial statement amounts.

This ASU is effective for interim reporting periods in fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

In December 2025, the FASB also issued ASU 2025‑12, Codification Improvements, which includes technical corrections, clarifications, and other minor improvements to various Topics within the Accounting Standards Codification.

The amendments are not expected to have a significant effect on current accounting practice.

This ASU is effective for fiscal years beginning after December 15, 2026, including interim periods therein.

The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024‑03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220‑40), which requires public business entities to disclose additional information about certain costs and expenses included in the statement of operations.

This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

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.

NOTE 2 - PROPERTY AND EQUIPMENT

Property and equipment were comprised of the following:

Processing/loadout

Coal refuse storage

Acquired mining rights

Rare earth processing equipment

Construction in Progress

Less accumulated depreciation and amortization

The Company is currently evaluating the provisions of this guidance and assessing the potential impact on its financial statement disclosures.

Recently Adopted Accounting Pronouncements:

In December 2023, the FASB issued ASU 2023‑09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which enhances the transparency and decision‑usefulness of income tax disclosures primarily through expanded rate reconciliation and income tax paid disclosures.

The Company adopted this ASU effective January 1, 2025, and the adoption did not have a material impact on its consolidated financial statements.

No other accounting standards issued or effective during the period had, or are expected to have, a material impact on the Company’s consolidated financial statements.

NOTE 2 – DISCONTINUED OPERATIONS

The Company accounts for discontinued operations in accordance with ASC 205‑20, Presentation of Financial Statements – Discontinued Operations (“ASC 205‑20”).

During the year ended December 31, 2025, the Company completed the spin‑off of its American Infrastructure and ReElement segments through the distribution of approximately 91 % and 81 %, respectively, of the outstanding equity interests of American Infrastructure Corporation (“AIC”) and ReElement Technologies, Inc.

(“RLMT”) to the Company’s shareholders.

These transactions resulted in the deconsolidation of AIC and RLMT on December 25, 2025 and December 26, 2025, respectively.

The disposition of AIC and RLMT represented a strategic shift in the Company’s operations.

Accordingly, the historical results of these entities have been classified as discontinued operations for all periods presented in the accompanying consolidated financial statements.

Upon deconsolidation, the Company recognized its retained noncontrolling equity interests in RLMT and AIC at fair value in accordance with ASC 810, Consolidation, with the resulting gain (loss) on deconsolidation recognized in earnings.

The spin‑off transactions were non‑cash in nature and did not result in the receipt of cash consideration.

Following the spin‑offs, the Company retained noncontrolling ownership interests in both RLMT and AIC.

No additional non‑cash consideration was received in connection with the transactions.

Cash flows attributable to the discontinued operations were material to the periods presented.

The operating, investing, and financing cash flows related to the discontinued operations are included within the respective line items in the Company’s consolidated statements of cash flows.

The spin‑off transactions themselves did not result in cash inflows or outflows.

The following table presents the assets and liabilities of the discontinued operations as of December 31, 2025 and 2024:

Current assets

Cash and Cash equivalents

Prepaid Expenses and Other Current Assets

Restricted cash - current

Restricted investments - current

Due from related party

Total current assets

Noncurrent assets

Restricted cash

Restricted investments

Property and Equipment, net

Right-of-use assets, net

Right-of-use assets, net - related party

Finance – right-of-use asset, net – related party

Total noncurrent assets

Total assets of discontinued operations

$ 193,824,604

Current liabilities

Trade payables

Non-trade payables

Accounts payable - related party

Accrued expenses

Accrued interest

Accrued litigation settlement

Other current liabilities

Bond payable, current

Current portion of long term debt

Operating lease liabilities, current - related party

Operating lease liabilities, current

Finance lease - related party, current

Other financing obligations, current

Total current liabilities

Noncurrent liabilities

Bond payable, net

$ 149,729,733

Convertible promissory note

Convertible promissory note - related party

Other financing obligations, net of current portion

Operating lease liabilities, non-current

Finance lease - related party, non current

Remediation liability

Operating lease liabilities, non-current - related party

Total noncurrent liabilities

Total liabilities of discontinued operations

$ 325,061,055

The following table represents the major components of the results of discontinued operations for the period ended December 26, 2025 and 2024:

December 25 and 26,

Cost of sales

Operating expenses

Cost of coal sales and processing

Amortization of mining rights

General and administrative

Professional fees

Litigation expense

Production taxes and royalties

Gain on sale of equipment

Total operating expenses

Other income (expense)

Other income and (expense)

Interest income

Interest expense

( 5,456,345 )

( 6,484,643 )

Total other income (expense)

( 5,169,210 )

( 5,350,445 )

Net income from discontinued operations before taxes

( 21,820,620 )

( 23,242,809 )

Provision for income taxes

Net income from discontinued operations, after taxes

$ ( 21,820,620 )

$ ( 23,242,809 )

ReElement Technologies, Inc.

During the first quarter of 2025, the Company completed a spin‑off of approximately 81 % of the ownership interests of RLMT.

Following the spin‑off, the Company retained 19 % ownership interest in RLMT.

Until December 26, 2025, RLMT was considered a variable interest entity and was consolidated within the Company’s consolidated financial statements.

As a result of third‑party investments in RLMT and the resulting changes to its capital structure, the Company determined that RLMT no longer qualified as a variable interest entity and deconsolidated RLMT as of December 26, 2025.

The spin‑off of RLMT represented a strategic shift and, accordingly, the disposal of RLMT was classified as a discontinued operation under ASC 205‑20.

As a result, the Company recognized a gain on disposal of $ 28,143,105 on December 26, 2025.

The Company’s retained ownership interest in RLMT is accounted for under the equity method.

The fair value of the retained interest recognized at the deconsolidation date was $ 28,263,734 .

The fair value of the retained equity interest in RLMT was determined using a market approach based on an observable, arm’s‑length transaction that occurred contemporaneously with the spin‑off and implied an enterprise value of approximately $ 150 million for RLMT.

The transaction was negotiated between independent third parties and reflected market participant assumptions regarding RLMT’s value as of the deconsolidation date.

The implied enterprise value was translated to an equity value based on the Company’s retained ownership interest.

Significant inputs and assumptions included:

An implied enterprise value of approximately $ 150 million for RLMT,

The Company’s retained ownership percentage of 19 %, and

The absence of significant changes in market conditions between the transaction date and the deconsolidation date.

No adjustments for lack of control or lack of marketability were applied, as the transaction price was determined to reflect these factors.

The fair value measurement of the retained investment in RLMT is classified as Level 2 within the fair value hierarchy, as it is based on observable inputs from a contemporaneous market transaction.( See Note 7 – Investments in Other Entities – Related Parties for additional information regarding the retained equity method investment in RLMT .)

The following table presents the components of the gain on disposal of subsidiaries resulting from the disposal of RLMT on December 26, 2025:

Net assets and liabilities

Cash and cash equivalents

Prepaid expenses and other current assets

Restricted cash

Restricted investments

Property and equipment, net

Right of use assets, net

Finance – right of use asset, net – related party

Trade payables

Non-trade payables

Accounts payable – related party

( 7,976,403 )

Accrued expenses

Accrued interest

( 2,493,150 )

Other current liabilities

Operating lease liabilities, current

Finance lease – related party, current

( 1,848,416 )

Other financing obligations, current

( 1,048,026 )

Bond payable, net

( 149,740,263 )

Other financing obligations, net of current portion

( 1,929,746 )

Operating lease liabilities, non-current

Finance lease – related party, non-current

( 14,631,297 )

Net carrying amount derecognized

Recognition of investment in ReElement Technologies, Inc.

Gain on disposal of subsidiaries

American Infrastructure Corporation (“AIC”)

During the first quarter of 2025, the Company completed a spin‑off of approximately 91% of its ownership interest in American Infrastructure Corporation (“AIC”).

Following the spin‑off, the Company retained a 9% non‑controlling ownership interest in AIC.

Prior to December 25, 2025, AIC was considered a variable interest entity and was consolidated within the Company’s consolidated financial statements.

On December 25, 2025, the Company determined that it was no longer the primary beneficiary of AIC and deconsolidated the entity.

The spin‑off and subsequent deconsolidation of AIC represented a strategic shift and, accordingly, the disposal was classified as a discontinued operation in accordance with ASC 205‑20.

As a result, the Company recognized a gain on disposal of subsidiaries of $ 66,897,222 on December 25, 2025.

Upon deconsolidation, the Company measured its retained 9 % equity interest in AIC at fair value in accordance with ASC 810‑10‑40 and ASC 820.

The retained investment was recognized at a fair value of $ 2,475,258 as of the deconsolidation date and classified as a financial asset.

The fair value of the retained equity interest in AIC was determined using a market approach, consistent with an exit‑price notion under ASC 820.

Management concluded that a market approach provided the most reliable basis for estimating fair value given AIC’s development‑stage status, lack of reliable projections, and absence of observable equity transactions at the measurement date.

The valuation was primarily anchored to observable market participant evidence in the form of an non-executed third‑party letter of intent (“LOI”), which contemplated the acquisition of substantially all of AIC’s operating assets by an independent counterparty in an arm’s‑length transaction.

The LOI reflected an indicated value of the underlying operating assets on a free‑and‑clear basis and represented the most relevant market participant indication of value available as of the measurement date.

Because the LOI was structured as an asset transaction, management translated the indicated asset‑level value to an equity‑level fair value by considering the liabilities and obligations that a market participant acquiring AIC as a whole would be required to assume or satisfy.

Exchange ratios, spin‑off mechanics, implied accounting gains, and internally derived values were explicitly excluded from the valuation analysis due to circularity considerations and their inconsistency with ASC 820’s requirement to maximize observable market participant inputs.

An income approach was considered but not applied due to the absence of reliable cash flow projections, sustained operating losses, and the early‑stage nature of AIC’s operations.

An asset‑based approach was evaluated only as a reasonableness check and was not determinative of fair value.

The fair value measurement of the retained investment in AIC is classified as Level 3 within the fair value hierarchy due to the reliance on significant unobservable inputs, including assumptions regarding execution risk, timing, and the translation of asset‑level market participant evidence to an equity‑level fair value.

No separate adjustments for lack of control or lack of marketability were applied, as management concluded that such considerations were appropriately reflected in the market participant evidence and liability profile incorporated in the equity‑level valuation.( See Note 7 – Investments in Other Entities – Related Parties for additional information regarding the retained investment in AIC .)

The following table presents the components of the gain on disposal of AIC on December 25, 2025:

Net assets and liabilities

Restricted cash - current

Due from related party

Prepaid expenses and other current assets

Restricted cash

Property and Equipment, net

Right-of-use assets, net

Right-of-use assets, net - related party

Investment in other entities - related parties

Trade payables

( 3,289,713 )

Non-trade payables

( 2,080,925 )

Accounts payable - related party

( 5,164,467 )

Accrued expenses

Accrued litigation settlement

( 12,220,164 )

Accrued interest

( 1,133,736 )

Other current liabilities

Bond payable, current

( 43,636,772 )

Current portion of long term debt

Operating lease liabilities, current - related party

Finance lease - related party, current

Remediation liability

( 23,026,019 )

Bond payable, net

Operating lease liabilities, non-current - related party

Finance lease - related party, non current

Net liabilities derecognized

( 64,421,964 )

Recognition of investment in American Infrastructure Corporation

Gain on disposal of subsidiaries

The gain on deconsolidation of RLMT and AIC was determined in accordance with ASC 810‑10‑40 and was based on:

the fair value of the Company’s retained equity interests measured at the respective deconsolidation dates,

the carrying value of the net assets derecognized, and

the elimination of related noncontrolling interests.

The resulting gain (loss) is included in income from discontinued operations in the consolidated statements of operations.

The following table summarizes the cash flows attributable to discontinued operations:

Year Ended December 31

Net cash provided by (used in) operating activities

$ ( 7,370,831 )

$ ( 23,235,014 )

Net cash provided by (used in) investing activities

$ ( 3,825,518 )

$ ( 126,346,329 )

Net cash provided by (used in) financing activities

Net cash used in operating activities from discontinued operations was $7.4 million for the year ended December 31, 2025, compared to $23.2 million for the year ended December 31, 2024, and primarily reflects operating losses and changes in working capital during the wind‑down of the discontinued businesses.

Net cash used in investing activities from discontinued operations was $3.8 million for the year ended December 31, 2025, compared to $126.3 million for the year ended December 31, 2024.

Investing activities during both periods primarily related to capital expenditures and investment activity associated with the discontinued operations prior to their disposition.

Net cash provided by financing activities from discontinued operations was $13.5 million for the year ended December 31, 2025, compared to $150.0 million for the year ended December 31, 2024, and primarily reflects financing transactions undertaken in connection with the disposition and wind‑down of the discontinued operations.

Capital expenditures and other significant noncash investing and financing activities related to discontinued operations included purchases of property, plant, and equipment financed through finance leases of $1,849,106 and $1,500,000 for the years ended December 31, 2025 and 2024, respectively.

Depreciation and amortization attributable to discontinued operations are included in the results of discontinued operations in the consolidated statements of operations.

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment were comprised of the following:

Construction in progress

Less accumulated depreciation

Property plant and equipment, net

Depreciation expense amounted to $ 122,916 and $ 123,253 for 2025 and 2024, respectively.

Amortization of mining rights amounted to $1,543,226 and $1,222,686 for 2024 and 2023, respectively.

The estimated useful lives are as follows:

Surface equipment

Underground equipment

Processing and rail facilities

Coal refuse storage

Acquired mining rights

Rare earth processing equipment

The estimated useful life of underground equipment is 5 years.

NOTE 4 – 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 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 cash equivalents and as restricted investments on the accompanying balance sheets.

All other securities are classified as short-term investments on the accompanying balance sheet.

Investments (all level 1 fair value measurements) in trading securities consist of 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 available-for-sale marketable consisting of fixed income funds are as follows:

The Company evaluated its investments for other‑than‑temporary impairment in accordance with applicable accounting guidance and determined that no impairment existed as of December 31, 2025.

The Company’s investments in trading securities consisting of U.S government and agency securities and fixed income funds are as follows:

Gross Unrealized

2 unchanged sentences

December 31, 2025

$ 151,100,796

$ 156,341,349

December 31, 2024

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.

The fair value of investments held as of December 31, 2025, consists of $ 40,470,151 in fixed income funds.

As of December 31, 2024, the fair value of investments held consists of $ 587,357 in fixed income funds.

NOTE 5 – RIGHT OF USE ASSETS AND LEASES

1 unchanged sentence

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.

9 unchanged sentences

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 .

2 unchanged sentences

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.

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 .

The components of lease expense included on the Company’s statements of operations, inclusive of the related party component were as follows:

2 unchanged sentences

Operating lease expense:

Amortization of ROU asset

General and administrative

Accretion of operating lease liability

General and administrative

Total operating lease expense

Finance lease expense:

Amortization of ROU asset

General and administrative

Interest on lease liabilities

Interest expense

Total finance lease expense

Other information related to leases is as follows:

4 unchanged sentences

Operating leases

Finance lease:

Finance lease (in years)

Weighted-average discount rate:

Finance lease

The future minimum lease payments required under leases as of December 31, 2025 are as follows:

1 unchanged sentence

Less imputed interest

(69,805,590 )

(70,466,551 )

Present value of lease liabilities

6 unchanged sentences

As of December 31, 2025 and 2024, the amount due under the agreement amounted to $ 5,314,599 and $ 1,683,612 , 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, 2025 and 2024.

2 unchanged sentences

As of December 31, 2025 and 2024, 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 $741,243 due from RMCO.

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 8 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.

The consideration for the transaction was a note in the amount of $ 178,683 , which was fully settled during the year ended December 31, 2025.

No interest expense related to this note was outstanding as of period‑end.

Subsequent to the deconsolidation of RLMT on December 26, 2025, RLMT has been considered a related party of the Company.

The Company engages in transactions with RLMT in the ordinary course of business, which may include transition services, shared services, cost reimbursements, and other commercial arrangements.

During the period from December 26, 2025 through December 31, 2025, the Company paid certain operating and administrative expenses on behalf of RLMT in the ordinary course of business.

As of December 31, 2025, the Company had an amount due from RLMT of $11,947,307, and amount due to RLMT of $4,186,750, representing the intercompany receivables and payables arising from ordinary‑course transactions.

The balance is included in accounts receivable – related party and accounts payable – related party in the accompanying consolidated balance sheet.

Following the deconsolidation of AIC on December 25, 2025, AIC has been considered a related party of the Company.

The Company engages in transactions with AIC in the ordinary course of business, which may include transition services, shared services, cost reimbursements, and other commercial arrangements.

During the period from December 25, 2025 through December 31, 2025, the Company paid certain operating and administrative expenses on behalf of AIC in the ordinary course of business.

As of December 31, 2025, the Company had amounts due to American Infrastructure Corporation (“AIC”) of $ 47,424,197 and amounts due from AIC of $ 109,454,508 , representing intercompany balances arising from transactions conducted in the ordinary course of business, which are presented on a gross basis within related party accounts payable and related party accounts receivable in the accompanying consolidated balance sheet.

In accordance with ASC 326, the Company evaluated the collectability of its related‑party receivable and, based on AIC’s financial condition and the absence of committed financing as of December 31, 2025, recorded an allowance for credit losses sufficient to fully reserve the net related‑party receivable exposure;

the gross intercompany balances remain outstanding and subject to future settlement.

NOTE 7 - INVESTMENTS IN OTHER ENTITIES - RELATED PARTIES

1 unchanged sentence

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.

American Opportunity Venture II, LLC

During March 2021, the Company invested $ 25,000 for 100% ownership and became the managing member of American Opportunity Venture II, LLC.

As such, the investment in AOVII has been eliminated in the accompanying financial statements.

As of December 31, 2025, AOVII has had no operational activity.

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.

During January 2021, the Company invested in American Opportunity Venture, LLC (“AOV”) and holds a 50 % ownership interest.

The Company is the managing member of AOV, which is a variable interest entity for which the Company is the primary beneficiary.

Accordingly, AOV is consolidated in the Company’s financial statements.

AOV’s investment in Royalty Management Co.

(“RMCO”) is accounted for under the equity method.

RMCO completed a reverse merger with a special purpose acquisition company effective October 31, 2023.

The Company recognizes its share of RMCO’s results on a three-month lag.

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.

No cash advances were made during 2024 or 2025.

As of December 31, 2025, and December 31, 2024, the Company had $ 0 and $ 1,081,243 due from RMCO, respectively.

The Company evaluated the related‑party receivable for collectability and imputed interest and concluded that no allowance for credit losses or imputed interest was required as of each period end.

During 2025, the amounts previously payable to RMCO were settled through the issuance of RMCO preferred stock.

As of December 31, 2025 and 2024, the Company indirectly held 428,446 shares of Class A common stock of RMCO and 884,783 shares directly.

In addition, as of December 31, 2025 and 2024, the Company held 381,243 and zero shares, respectively, of Series A Preferred Stock of 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 Novusterra’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.

9 unchanged sentences

Due to the Company’s new ownership percentage in Novusterra, Inc.

the investment is accounted for using the cost method of accounting.

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, 2025 and 2024, the carrying value of the investment was $ 0 and $0, 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.

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.

ReElement Technologies, Inc.

As of December 26, 2025, the Company retained a 19 % ownership interest in RLMT following its deconsolidation (see Note 2 – Discontinued Operations).

The Company recognized the equity method investment at its fair value of $ 28,263,735 as of the deconsolidation date.

The difference between the carrying amount and the Company’s proportionate share of RLMT’s underlying net assets at deconsolidation was fully recognized in gain on disposal of subsidiaries in accordance with ASC 810 and is detailed in Note 2.

RLMT is considered a related party of the Company subsequent to the deconsolidation date.

The Company evaluates its equity method investment for impairment indicators at each reporting date.

Summarized financial information of RLMT is presented within the discontinued operations disclosure in Note 2, including total assets, liabilities, and results of operations up to the deconsolidation date.

American Infrastructure Corporation (“AIC”)

As of December 25, 2025, the Company retained a 9 % ownership interest in AIC following its deconsolidation (see Note 2 – Discontinued Operations).

The remaining interest does not provide significant influence over AIC and accordingly is accounted for as a financial asset measured at fair value.

The investment was recognized at $ 2,475,258 as of the deconsolidation date.

AIC is considered a related party of the Company subsequent to the deconsolidation date.

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.

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 $22,556 and $20,529 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:

On December 21, 2022, AML issued a convertible promissory note to the Company in the principal amount of $ 280,000 , bearing interest at 10 % per annum, compounded monthly.

Advanced Magnet Lab, Inc.

(“AML”) is a related party, as the Company’s Chief Executive Officer serves as a director of AML.

The note is prepayable at any time and is convertible, at the Company’s option, into AML common stock at a conversion price of $1.50 per share.

During the year ended December 31, 2025, the Company recorded an allowance for expected credit losses of $ 280,000 on the note receivable based on management’s assessment that collection of the outstanding balance is not probable.

The related loss was recognized in earnings during the period.

As a result, the net carrying value of the note receivable was $ 0 as of December 31, 2025, compared to $280,000 as of December 31, 2024.

The Company has not recognized interest income on the note due to the uncertainty of collectability.

NOTE 8 – LONG TERM DEBT

On August 1, 2025, the Company entered into a non-negotiable promissory note (the “August 2025 Note”), pursuant to which the Company borrowed $ 482,642 .82.

The August 2025 Note was issued in connection with a payment made on behalf of the Company to a third party related to a lease obligation.

The August 2025 Note bears interest at a rate of 4.03 % per annum, compounded annually, and matures on August 1, 2027, at which time all outstanding principal and accrued interest are due and payable.

The Company may prepay the August 2025 Note, in whole or in part, at any time without penalty.

The August 2025 Note is secured by a first-priority lien on certain assets of the Company, to the extent such assets are not already pledged to other lenders at the time of issuance.

On September 1, 2025, the Company entered into a non-negotiable promissory note (the “September 2025 Note”), pursuant to which the Company borrowed $ 482,642 .82.

The September 2025 Note was issued in connection with a loan used to fund a lease payment obligation to a third party.

The September 2025 Note bears interest at a rate of 4.00 % per annum, compounded annually, and matures on September 1, 2027, at which time all outstanding principal and accrued interest are due and payable.

The Company may prepay the September 2025 Note, in whole or in part, at any time without penalty.

The September 2025 Note is secured by a first-priority lien on certain assets of the Company, to the extent such assets are not already pledged to other lenders at the time of issuance.

The following tables reflects a summary of the outstanding principal and interest by each lender and their respective maturity date as of December 31, 2025 and 2024:

December 31, 2025

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Total Outstanding*

August 2025 Note

September 2025 Note

January 2018 Note

June 2022 Note

April 2022 Note

April 2023 Note

* - Total Outstanding = Principal + Interest as of December 31, 2025 and 2024

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.

Bonds payable, net

The Tax-Exempt Bonds bear interest of 9% 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.

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% 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.

Tax Exempt Bonds ($45 million face value)

Tax Exempt Bonds ($150 million face value)

Debt issuance costs and debt discount

Bonds payable

current portion

(43,636,752 )

(43,535,158 )

Bonds payable, net

$ 149,729,753

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.

In 2024, ReElement entered into additional Convertible Promissory Notes with LRR (“Note A”) in the aggregate amount of $1,611,485.

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.

In October to December 2024, ReElement issued four convertible promissory notes (the “Note B”) to unaffiliated investors with an aggregate principal amount of $500,250.

The Notes mature between October and December of 2026.

Note B 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 is payable on the Maturity Date.

Note B 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 and 2023, Note B had an outstanding principal balance of $500,250 and accrued interest of $5,178 and $0.

As of December 31, 2024 and 2023, there was an aggregate of $2,111,416 and $0 outstanding under the Convertible Promissory Notes reported in 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 $71,713 and $0, respectively.

For the year ended December 31, 2024 and 2023 the interest expense was $71,713 and $0 respectively.

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

Total Outstanding*

* Includes principal and accrued interest.

NOTE 9 – STOCKHOLDERS’ EQUITY

As of December 31, 2025, the following describes the various types of the Company’s securities:

Voting Rights .

Holders of shares of common stock are entitled to one vote per share held of record on all matters to be voted upon by the stockholders.

The holders of common stock do not have cumulative voting rights in the election of directors.

Dividend Rights.

Holders of shares of our common stock are entitled to ratably receive dividends when and if declared by our board of directors out of funds legally available for that purpose, subject to any statutory or contractual restrictions on the payment of dividends and to any prior rights and preferences that may be applicable to any outstanding preferred stock.

Please read “Dividend Policy.”

Liquidation Rights.

Upon our liquidation, dissolution, distribution of assets or other winding up, the holders of common stock are entitled to receive ratably the assets available for distribution to the stockholders after payment of liabilities and the liquidation preference of any of our outstanding shares of preferred stock.

Other Matters.

The shares of common stock have no preemptive or conversion rights and are not subject to further calls or assessment by us.

There are no redemption or sinking fund provisions applicable to the common stock.

All outstanding shares of our common stock, are fully paid and non-assessable.

Common Stock Option Transactions

1 unchanged sentence

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.

Options issued under the 2016 Plan vest upon issuance.

A 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 estimated forfeitures.

The cost is expected to be recognized on a weighted average basis over a period of approximately five years.

Options under the 2018 Plan vest as determined by the Board.

Total stock‑based compensation expense for grants to officers, employees, and consultants was $ 7,132,466 and $ 3,725,484 for the years ended December 31, 2025 and 2024, respectively, related to continuing operations, which was charged to general and administrative expense.

As of December 31, 2025, the Company had $ 3,164,126 of unrecognized compensation cost related to unvested stock options, net of forfeitures.

This cost is expected to be recognized over approximately five years on a weighted‑average basis.

The Company used the simplified method under SAB 107 to estimate the expected term for options granted prior to 2025.

This method is permitted for companies with limited historical exercise data and provides a reasonable estimate of expected term consistent with SEC guidance.

Stock Option Activity

Life in Years

Outstanding - December 31, 2024

Forfeited or Expired

( 1,330,357 )*

Canceled/forfeited/expired

Outstanding - December 31, 2025

Exercisable (Vested) - December 31, 2024

*During the year ended December 31, 2025, certain stock option exercises were settled on a cashless (net settlement) basis, whereby shares otherwise issuable upon exercise were withheld by the Company solely to satisfy the exercise price.

No shares were withheld for tax withholding obligations, and the Company did not remit any cash to tax authorities in connection with these exercises.

As a result of these net settlements, a total of 577,676 shares were issued as reflected in the Company’s Statement of Stockholders’ Equity.

The difference between options exercised and shares issued represents shares withheld in connection with the cashless exercise feature.

Vested vs Nonvested Stock Option Activity

Weighted-Average Grant-Date

Awards vested and exercisable

Awards non-vested

Total outstanding December 31, 2025

Equity classified warrants

On June 9, 2021, the Company issued Common Stock Purchase Warrant “C-38” in conjunction with a common stock offering.

The warrant provides the option to purchase 2,150,000 Class A Common Shares at a price of $ 3.50 and carried a 5 year term.

The warrants expire on June 9, 2026 .

On October 14, 2025, the C-38 Common Stock Purchase Warrant was exercised with the company receiving $ 7,525,000 in cash proceeds.

On June 9, 2021, the Company issued Common Stock Purchase Warrant “C-39” in conjunction with a common stock offering.

The warrant provides the option to purchase 2,150,000 Class A Common Shares at a price of $ 3.50 and carry a 5 year term.

The warrants expire on June 9, 2026 .

On July 28, 2022, the Company issued Common Stock Purchase Warrant “A-12” in conjunction with an IR Services.

The warrant provides the option to purchase 60,000 Class A Common Shares at a price of $ 3.50 and carried a 4 year term.

The warrants expire on July 28, 2026 .

On October 21, 2025, the A-12 warrant was exercised cashlessly resulting in the issuance of 12,807 common shares and no net proceeds to the Company.

The Company records and classifies issued and outstanding warrants based upon the terms and factors of their issuance.

Warrants issued for services are corded as period expenses matching the services delivered;

warrants issued for settlement of payables or debt are recorded as either a gain or loss on settlement;

and warrants issued in connection with capital transactions are recorded within the statement of stockholders equity and additional paid in capital .

Warrant Activity

Life in Years

Outstanding - December 31, 2024

( 2,215,000 )*

Outstanding - December 31, 2025

*During the year ended December 31, 2025, certain warrant exercises were settled on a cashless (net settlement) basis, whereby shares otherwise issuable upon exercise were withheld by the Company solely to satisfy the exercise price.

No shares were withheld for tax withholding obligations, and the Company did not remit any cash to tax authorities in connection with these exercises.

As a result of these net settlements, a total of 2,162,808 shares were issued as reflected in the Company’s Statement of Stockholders’ Equity.

The difference between warrants exercised and shares issued represents shares withheld in connection with the cashless exercise feature.

Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income (loss) attributable to common shareholders by the weighted‑average number of shares of common stock outstanding during the period.

Diluted earnings (loss) per share is computed by dividing net income (loss) attributable to common shareholders by the weighted‑average number of shares of common stock outstanding, adjusted to reflect the potential dilution from stock options and warrants using the treasury stock method.

Potentially dilutive securities are excluded from the diluted earnings (loss) per share calculation when their inclusion would be anti‑dilutive, including in periods in which the Company reports a net loss.

NOTE 10 – 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.

The Company adopted Accounting Standards Update (ASU) 2023‑09, “Improvements to Income Tax Disclosures,” on a retrospective basis within its annual reporting for the year ended December 31, 2025.

The adoption of ASU 2023‑09 resulted in enhanced disclosures related to the effective tax‑rate reconciliation, including additional disaggregation requirements prescribed by the standard.

For further details, see Note 1, Recently Adopted Accounting Pronouncements.

The components of income tax expense for the years ended December 31, 2025, and 2024 consist of the following:

Current tax provision

Deferred tax (benefit) expense

( 9,128,198 )

Valuation allowance

( 16,191,904 )

Total income tax provision

Reconciliations between the statutory rate and the effective tax rate for the years ended December 31, 2025, and 2024 consist as follows:

As of December 31,

US federal statutory income tax rate

( 8,232,834 )

Domestic state and local taxes, net of federal effect

Kentucky income tax effect

( 1,318,124 )

Indiana income tax effect

State Rate Adjustment

Transfer of Legal Liability to Subsidiary Via Spin Off (State)

Valuation Allowance related to Deferred Tax Attributes Transferred via Spin Off

Change in VA from Disc Ops Transferred via Spin Off

( 1,422,159 )

Change in VA from All Operations

( 2,623,995 )

Nontaxable or nondeductible items:

Stock Compensation

Other Permanent Items

Losses Attributable to Disc Ops Prior to Spin Off

Tax Free Spin Off Reorg

( 19,958,469 )

Other Adjustments

Transfer of Legal Liability to Subsidiary Via Spin Off

Change in Federal valuation allowance

Valuation Allowance related to Deferred Tax Attributes Transferred via Spin Off

Change in VA from Disc Ops Transferred via Spin Off

( 7,054,417 )

Change in VA from All Operations

( 13,567,865 )

Income Taxes Provision (Benefit)

Significant components of the Company’s deferred tax assets as of December 31, 2025, and 2024 are summarized below.

The calculations presented below reflect the new U.S.

federal statutory corporate tax rate of 21 % effective January 1, 2018.

See Note 2 – Income Taxes

Deferred tax assets:

Net operating loss carry forwards

Remediation Liability

Capitalized R&D

Accrued Litigation Liability

ROU Assets/Liabilities

Stock Compensation

Total deferred tax asset

Valuation allowance

( 35,248,891 )

( 51,440,749 )

As of December 31, 2025, the Company had approximately $ 134.3 million of net operating loss carryforwards.

Net operating losses generated prior to January 1, 2018 expire beginning in 2035, while net operating losses generated thereafter may be carried forward indefinitely, subject to an annual limitation.

A full valuation allowance has been recorded against the Company’s deferred tax assets as it is more likely than not that such assets will not be realized.

We reviewed all income tax positions taken or that we expect to be taken for all open years and determined that our income tax positions are appropriately stated and supported for all open years.

The Company is subject to U.S.

federal income tax examinations by tax authorities for years after 2021 due to unexpired net operating loss carryforwards originating in and subsequent to that year.

The Company may be subject to income tax examinations for the various taxing authorities which vary by jurisdiction.

The Company has calculated federal and state net operating loss carryforwards based on the preparation of its income tax returns;

however, such returns have not yet been finalized or filed.

Accordingly, the NOL amounts reflected in the accompanying financial statements represent management’s best estimates and are subject to change upon completion of the tax returns.

Any such changes could be material to the Company’s deferred tax assets;

however, a full valuation allowance has been recorded against these amounts.

In addition, tax years including 2021 and after remain unfiled as of December 31, 2025, and therefore the statute of limitations for those years remains open.

NOTE 11 – CONTINGENCIES AND COMMITMENTS

2 unchanged sentences

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 Proceeds

The Kentucky Energy Cabinet has assessed claims of $1,242,000.

The Company has accrued $1,393,107 to the Commonwealth of Kentucky including amounts owed to the Kentucky Energy Cabinet.

Claims assessed by the Mine Health Safety Administration amount total $671,300 of which the Company has accrued $351,071.

During 2019, McCoy and Deane, received notice of intent to place liens for amounts owed on federal excise taxes.

The amounts associated with the notices have been accrued by the Company.

In 2024, American Infrastructure was given a judgement due to a lease dispute.

The case is being appealed and $2,000,000 has been accrued for this potential loss.

In 2023, American Infrastructure was given a judgement due to a lease dispute.

The case is being appealed and $5,440,657 has been accrued for this potential loss using an interest rate to calculate interest of 6%.

In 2019, the Company received notice that a certain lease assumption as part of the PCR acquisition was being disputed by the lessor.

AIC has a number of unpaid legal judgments for amounts that plaintiffs claim are due for services or goods provided to the Company that are accrued and total approximately $ 3,400,000 as of December 31, 2025 and 2024.

The company has been named in approximately $ 2,300,000 of these proceedings which have been accrued in the company’s financial statements, including a judgement stemming from an AIC contractor in the amount of $ 1,673,552 .

In December 2025, Wyoming County Coal (“WCC”) was named as a defendant in litigation initiated by the trustee of the 2023 Series West Virginia Development Bond seeking accelerated payment of amounts allegedly due under the bond.

American Infrastructure Corporation (“AIC”), the sole parent of WCC, and the Company were also named in connection with a project completion guaranty provided at the time of financing.

The Company and WCC are contesting the claims and pursuing a potential out‑of‑court resolution.

Based on current information, management does not believe the outcome of this matter will have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows, and no liability has been recorded as of December 31, 2025.

NOTE 12 – SEGMENT INFORMATION

3 unchanged sentences

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).

During February 2025, the Company completed a spin-off of its American Infrastructure (AIC) and ReElements (RLMT) reporting units.

AIC and RLMT were deconsolidated as of December 25, 2025 and December 26, 2025, respectively and are presented as discontinued operations in the accompanying consolidated financial statements.

Our reportable segments are described below.

Corporate - Includes metal recovery revenue and direct cost of sales related to the maintenance of mining operations in connection with the Share Exchange Agreement with Quest Energy.

In addition, certain costs are incurred at a corporate level and allocated to our segments.

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.

11 unchanged sentences

( 11,308,535 )

$ (3,835,396 )

$ (33,089,062 )

Operating (loss) income

$ (22,331,700 )

Operating (loss)

( 13,136,778 )

2 unchanged sentences

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, 2025 and 2024, is as follows:

Metal recovery and sales

Total revenue

Cost of revenues

Amortization of mining rights

Operating expenses (income)

Cost of sales and processing

General and administrative

Professional fees

Litigation expense

Production taxes and royalties

Segment operating loss

$ ( 10,622,774 )

$ ( 685,761 )

$ ( 11,308,535 )

Reconciling items to net loss:

$ ( 6,525,961 )

$ ( 17,834,496 )

Metal recovery and sales

Total revenue

Operating expenses (income)

Cost of sales and processing

General and administrative

Professional fees

Litigation expense

Production taxes and royalties

Gain on sale of equipment

Segment operating loss

2 unchanged sentences

$ ( 14,219,018 )

Reconciliation to net loss:

Other income (expense)

Earnings (losses) from equity method investees, net

Other income and (expense)

Interest income

Interest expense

Reconciling items to net loss:

$ ( 1,742,143 )

$ ( 15,961,161 )

NOTE 13 – REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS:

In connection with the preparation of the consolidated financial statements for the year ended December 31, 2025, management identified an error related to the accounting for warrants issued on June 9, 2021.

The warrants were determined to be equity‑classified at issuance;

however, the related warrant value was not recorded within additional paid‑in capital at the issuance date.

The warrants were subsequently exercised during 2025.

As the warrants were equity‑classified, the correction resulted solely in a reclassification within additional paid‑in capital to recognize the previously unrecorded warrant component.

The correction had no impact on total stockholders’ equity, net income (loss), earnings per share, cash flows, or total assets or liabilities for any period presented.

During the preparation of the Company’s consolidated financial statements for the year ended December 31, 2025, management identified errors in disclosure of income tax returns being unfiled.

Certain tax years remain unfiled as of December 31, 2025, and therefore the statute of limitations for those years remains open.

During the preparation of the Company’s consolidated financial statements for the year ended December 31, 2025, management identified errors in the accounting for a related-party finance lease recognized under ASC 842, Leases.

The errors primarily related to (i) the use of an incremental borrowing rate derived from financing arrangements entered into in 2023 rather than a contemporaneous secured borrowing rate at the lease commencement date in April 2024, and (ii) the omission of certain leasehold improvement recoupment credits in the initial measurement of the lease liability and corresponding right-of-use (“ROU”) asset.

As a result of these errors, certain deferred lease payment obligations were previously recorded within accounts payable – related party rather than being appropriately reflected in the measurement and presentation of the finance lease liability.

The Company assessed the effect of the errors on prior periods under the guidance of Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin No.

99, “Materiality,” codified in ASC 250, Accounting Changes and Error Corrections (“ASC 250”).

Based on its assessment, the Company determined that the errors were not material to any previously issued 2024 consolidated financial statements.

The lease is related to discontinued operations and accordingly the lease is recorded within the assets and liabilities of discontinued operations and income (loss) from discontinued operations in the accompanying consolidated financial statements.

The following adjustments recorded in the accompanying 2024 consolidated financial statements reflect adjustments made to financial statement classifications before the effects of the discontinued operations adjustments described in Note 2.

Balance Sheet Impact

As of December 31, 2024, the revision resulted in:

A decrease in the finance lease right-of-use asset of approximately $ 5.8 million;

A decrease in the non-current portion of the finance lease liability of approximately $ 6.0 million and an increase in the current portion of the finance lease liability of approximately $ 1.1 million;

A decrease in accounts payable – related party of approximately $ 1.1 million.

Statements of Operations and Cash Flows Impact

For the year ended December 31, 2024:

Interest expense increased by approximately $ 0.01 million and rent expense decreased by approximately $ 0.1 million, reflecting revised timing and classification of lease-related expenses due to corrected lease measurements and discount rates and;

There was no impact on the net change in cash and cash equivalents.

Stockholders’ Equity Impact

Net loss decreased by approximately $ 0.1 million.

Accumulated deficit and total stockholders’ deficit at December 31, 2024 were adjusted accordingly.

There was no impact on common stock or additional paid-in capital.

The following table reflects the corrections of errors on the previously issued consolidated balance sheet line items affected.

The revisions were not material to the Company’s previously issued consolidated statements of operations, stockholders’ equity or cash flows.

Balance Sheet as of December 31, 2024

Finance - right-of-use assets, net – related party

( 5,791,023 )

Cost of revenues

Segment gross profit

Amortization of mining rights

General and administrative

$ ( 5,791,023 )

Professional fees

Litigation expense

Accounts Payable - Related Party

( 1,064,709 )

Finance lease - related party, current

Total current liabilities

Finance lease – related party, non-current

( 5,951,143 )

Production taxes and royalties

Total liabilities

( 5,926,385 )

Gain on sale of equipment

Segment operating income (loss)

Accumulated deficit

( 265,905,115 )

( 266,039,950 )

Total stockholders' deficit

( 265,905,115 )

Reconciliation to net loss:

Other income (expense)

Earnings (losses) from equity method investees, net

Other income and (expense)

Interest income

Interest expense

( 266,039,950 )

Assets are not allocated to segments for internal reporting presentations.

A portion of depreciation and amortization is included with various other costs in an overhead allocation to each segment.

It is impracticable for us to separately identify the amount of amortization and depreciation by segment that is included in the measure of segment profit or loss.

Long-lived assets, classified by the segment were as follows:

Total liabilities and stockholders' deficit

$ ( 236,808,934 )

$ ( 6,061,220 )

$ ( 242,870,154 )

NOTE 14 - 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 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.

The Company has evaluated subsequent events through the date the financial statements were issued.

No events occurred after December 31, 2025, that would require adjustment to or disclosure in the financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures