What changed in this filing

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Item 9A. Controls and Procedures

2023-02-24 compared with 2022-02-25 · 162 added, 166 removed, 906 unchanged (27% of the section changed)

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There have not been any changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) or Rule 15d-15(f) of the Exchange Act) in the three months ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

During the three month period ended June 30, 2021, we discovered that certain of our computer systems were subject to a cyber incident that did not materially impact our business, financial position or results of operations.

We took appropriate steps in response to the incident, including providing individual notifications.

Because of this incident and the recent focus nationally on increases in ransomware attacks and other cybersecurity incidents on critical infrastructure, we implemented two-factor authentication and other security enhancements for access to our internal network as well as improvements to our network backup and recovery processes.

We do not consider these changes to our information technology environment, under which many of our internal controls operate, to be material changes in our internal control over financial reporting, but expect that these changes will strengthen our overall system of internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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We have audited the internal control over financial reporting of Alliance Resource Partners, L.P.

(a Delaware limited partnership) and subsidiaries (the "Partnership") as of December 31, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

(a Delaware limited partnership) and subsidiaries (the “Partnership”) as of December 31, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the consolidated financial statements of the Partnership as of and for the year ended December 31, 2021, and our report dated February 25, 2022 expressed an unqualified opinion on those financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Partnership as of and for the year ended December 31, 2022, and our report dated February 24, 2023 expressed an unqualified opinion on those financial statements.

Basis for opinion

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Senior Vice President and Chief Financial Officer

Vice President, Controller and Chief Accounting Officer

Eberley Davis

Senior Vice President, General Counsel and Secretary

Vice President, Controller and Chief Accounting Officer

Executive Vice President

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Senior Vice President - Sales and Marketing of Alliance Coal, LLC

Andrew Woodward

Senior Vice President - New Ventures

Senior Vice President and Chief Operating Officer

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Craft also is a graduate of the Senior Executive Program of the Alfred P.

Sloan School of Management at Massachusetts Institute of Technology.

Sloan School of Management at the Massachusetts Institute of Technology.

The specific experience, qualifications, attributes, or skills that led to the conclusion Mr.

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and Vice President—Finance, Secretary and Treasurer of Intercoast Oil and Gas Company.

Cantrell is a Certified Public Accountant and holds Master of Accountancy and Bachelor of Accountancy degrees from the University of Oklahoma.

Cantrell is a Certified Public Accountant and

holds Master of Accountancy and Bachelor of Accountancy degrees from the University of Oklahoma.

Cantrell announced his retirement effective March 31, 2023.

Cordle became Vice President, Controller and Chief Accounting Officer in March 2022.

Since joining the Partnership in October 1999, Ms.

Cordle has held several positions of increasing responsibility, serving as Vice President Assistant Controller prior to her current position.

She held the position of Audit Manager with Deloitte & Touche LLP prior to joining the Partnership.

She is a certified public accountant and holds a Bachelor of Science in Business Administration degree with a major in Accounting from the University of Tulsa.

Eberley Davis has been Senior Vice President, General Counsel and Secretary since February 2007.

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Davis is a Trustee of the Energy and Mineral Law Foundation and a member of the Kentucky Bar Association.

Fouch became Chief Accounting Officer in February 2019.

Since August 2006, Mr.

Fouch has served as Vice President and Controller.

Prior to his current position, from 1999 to 2006, Mr.

Fouch served as Assistant Controller.

Fouch joined Alliance's predecessor, MAPCO Inc.

in 1981 and held a variety of accounting positions of increasing responsibility.

He worked for the audit firm of Deloitte, Haskins and Sells prior to joining MAPCO.

He is a Certified Public Accountant and holds a Bachelor of Science degree in Accounting from Oral Roberts University.

Sachse has been Executive Vice President since August 2000.

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Sachse holds a Bachelor of Science degree in Business Administration from Trinity University and a Juris Doctorate degree from the University of Tulsa.

Tholen became Senior Vice President in December 2019 and also serves as President of ARLP's oil & gas minerals business.

Tholen became Senior Vice President in December 2019 and also serves as President of the Partnership's oil & gas minerals business.

Prior to his current position, Mr.

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Whelan has been Senior Vice President - Sales and Marketing of Alliance Coal, LLC since May 2013.

Since joining Alliance in September 2003, Mr.

Since joining the Partnership in September 2003, Mr.

Whelan has held several positions with increasing responsibility, serving as Vice President – Sales prior to his current position.

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Whelan holds a Bachelor of Science degree in Finance from the University of Arkansas.

Andrew Woodward became Senior Vice President – New Ventures in September 2022.

Prior to joining the Partnership, Mr.

Woodward most recently served as Chief Executive Officer of Blueknight Energy Partners, L.P.

BKEP/BKEPP) where he led the partnership's strategy, commercial activities and a successful sale of the business in August 2022.

Prior to Blueknight, Mr.

Woodward was the principal financial officer and Vice President, Finance and Treasurer of Andeavor Logistics, L.P.

Prior to this position, Mr.

Woodward held various positions in corporate development, finance and investor relations at Andeavor (NYSE:

ANDV), now Marathon Petroleum Corp.

Before joining Andeavor, Mr.

Woodward served as Vice President at RBC Capital Markets within its energy investment banking group.

Woodward received his Bachelor of Arts in economics and philosophy from Colorado College and his Master of Business Administration from the University of Texas.

Wynne has been Senior Vice President and Chief Operating Officer since March 2009.

Wynne joined the company in 1981 as a mining engineer and has held a variety of positions with the company prior to his appointment in July 1998 as Vice President—Operations.

Wynne joined the company in 1981 as a mining engineer and held a variety of positions with the company prior to his appointment in July 1998 as Vice President—Operations.

Wynne has served the coal industry on the National Executive Committee for National Mine Rescue and previously as a member of the Coal Safety Committee for the National Mining Association.

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Prior to 1990, Mr.

Carter held various positions with MAPCO Coal Corporation and was engaged in the private practice of law.

Carter previously served on the board of directors, the audit committee and as chairman of the compensation

committee of Community Trust Bancorp, Inc.

Carter held various positions with MAPCO Coal Inc.

and was engaged in the private practice of law.

Carter previously served on the board of directors, the audit committee and as chairman of the compensation committee of Community Trust Bancorp, Inc.

Carter also previously served as chairman of the National Council of Coal Lessors for 12 years, as chairman of the West Virginia Chamber of Commerce, and as a board member of the West Virginia Coal Association, the Indiana Coal Council, the National Mining Association, and ACCCE.

Carter has served as a board member of the Kentucky Coal Association for over 20 years and currently is its Treasurer.

Carter holds Bachelor and Juris Doctorate degrees from the University of Kentucky and a Master of Business Administration degree from the University of Hawaii.

Carter holds Bachelor's and Juris Doctorate degrees from the University of Kentucky and a Master of Business Administration degree from the University of Hawaii.

The specific experience, qualifications, attributes or skills that led to the conclusion Mr.

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Druten served as Executive Vice President and Chief Financial Officer of Hallmark Cards, Inc.

Druten holds a Bachelor of Science degree in Accounting from the University of Kansas as well as a Masters of Business Administration from Rockhurst University.

Druten holds a Bachelor of Science degree in Accounting from the University of Kansas as well as a Master of Business Administration from Rockhurst University.

Druten previously served as Chairman of the Board of Directors of Kansas City Southern Industries, Inc.

KSU), a transportation and financial services company, and was Chairman of its executive committee and a member of its compensation committee and nominating and governance committees, and now serves as a trustee of the voting trust holding KSU pending the Surface Transportation Board's review and approval of KSU's recent combination with Canadian Pacific Railway Limited.

Druten is also a Trustee and Chairman of the Board of Entertainment Properties Trust (NYSE:

Druten is also a Trustee and former Chairman of the Board of Entertainment Properties Trust (NYSE:

EPR), a real estate investment trust focused on the acquisition of movie theatre complexes and other entertainment-related properties, and is a member of its audit, compensation, finance and governance committees.

Druten previously served as a director of American Italian Pasta, from 2007 until it was acquired by Ralcorp Holdings in July, 2010, where he was the Chair of the Audit Committee and also served on the Compensation Committee.

Druten previously served as a director of American Italian Pasta, from 2007 until it was acquired by Ralcorp Holdings in July 2010, where he was the Chair of its audit committee and also served on its compensation committee.

The specific experience, qualifications, attributes or skills that led to the conclusion Mr.

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Robinson is Chairman of the Compensation Committee and a member of the Audit and Conflicts Committees.

Robinson is Chairman of Hamilton Ventures, LLC.

Robinson is the Chairman of Hamilton Ventures, LLC.

From 2003 to 2004, he was Chairman of EPC Global, Ltd., an engineering staffing company.

From 2000 to 2002, he was Executive Director of Amey plc, a British business process outsourcing company.

From 2000 to 2002, he was the Executive Director of Amey plc, a British business process outsourcing company.

Robinson served as Vice Chairman of Black & Veatch, Inc.

from 1998 to 2000.

He began his career at Black & Veatch in 1973 and was a General Partner and Managing Partner prior to becoming Vice Chairman when the firm incorporated.

He began his career at Black & Veatch in 1973 and was a General Partner and Managing Partner prior to becoming Vice Chairman when the firm was incorporated.

Robinson is a Director of Coeur Mining Corporation and a member of its executive and audit committees and chairman of its compensation committee.

Robinson is also a Director of Olsson Associates.

He holds Bachelor and Master of Science degrees in Engineering from the University of Kansas and is a graduate of the Owner-President-Management Program at the Harvard Business School.

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From April 2015 through June 2018, Mr.

Torrence was also a member of the board of directors of Alliance GP, LLC, the former general partner of AHGP, and chairman of its audit committee.

Torrence was also a member of the

board of directors of Alliance GP, LLC, the former general partner of AHGP, and chairman of its audit committee.

Torrence retired from Fluor Corporation in 2006 as a Senior Vice President of Project Development and Investments and after retirement has performed investment and business consulting services for various clients.

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The specific experience, qualifications, attributes or skills that led to the conclusion Mr.

Torrence should serve as a Director include his extensive

experience in the construction and energy businesses, his senior corporate finance-related and other leadership positions and his participation in numerous financing transactions.

Torrence should serve as a Director include his extensive experience in the construction and energy businesses, his senior corporate finance-related and other leadership positions and his participation in numerous financing transactions.

Board of Directors

Craft, who has been President and CEO and a member of the Board of Directors since ARLP's inception, assumed the Chairman role effective January 1, 2019 following the retirement of Mr.

Neafsey, who served as Chairman from ARLP’s inception through 2018.

Craft, who has been President and CEO and a member of the Board of Directors since ARLP's inception, assumed the Chairman role effective January 1, 2019.

We believe this leadership structure of the Board of Directors is appropriate for the Partnership given Mr.

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The Board of Directors generally administers its risk oversight function through the board as a whole.

The Chairman, President and CEO, who reports to the Board of Directors, and the other executives named above, who report to the Chairman, President and CEO or, in the case of Mr.

Fouch, the CFO, have day-to-day risk management responsibilities.

At the Board of Directors' request, each of these executives attends the meetings of the Board of Directors, where the Board of Directors routinely receives reports on our financial results, the status of our operations and our safety performance, and other aspects of implementation of our business strategy, with ample opportunity for specific inquiries of management.

The Chairman, President and CEO, who reports to the Board of Directors, and the other executives named above, who report to the Chairman, President and CEO or, in the case of Mrs.

Cordle, the CFO, have day-to-day risk management responsibilities.

At the Board of Directors' request, each of these executives attends the meetings of the Board of Directors, where the Board of Directors routinely receives reports on our financial results, the status of our operations and our safety performance, and other aspects of the implementation of our business strategy, with ample opportunity for specific inquiries of management.

In addition, management provides periodic reports of the Partnership's financial and operational performance to each member of the Board of Directors.

The Audit Committee provides additional risk oversight through its quarterly meetings, where it receives a report from the Partnership's internal auditor, who reports directly to the Audit Committee, and reviews the Partnership's contingencies, significant transactions and subsequent events, among other matters, with management and our independent auditors.

The audit committee of the Board of Directors ("Audit Committee") provides additional risk oversight through its quarterly meetings, where it receives a report from the Partnership's internal auditor, who reports directly to the Audit Committee, and reviews the Partnership's contingencies, significant transactions and subsequent events, among other matters, with management and our independent auditors.

The Board of Directors has selected as director nominees individuals with experience, skills and qualifications relevant to the business of the Partnership, such as experience in energy or related industries or with financial markets, expertise in mining, engineering or finance, and a history of service in senior leadership positions.

The Board of Directors has not established a formal process for identifying director nominees, nor does it have a formal policy regarding consideration of diversity in identifying director nominees, but has endeavored to assemble a diverse group of individuals with the qualities and attributes required to provide effective oversight of the Partnership.

The Board of Directors has not established a formal process for identifying director nominees, nor does it have a formal policy regarding the consideration of diversity in identifying director nominees, but has endeavored to assemble a diverse group of individuals with the qualities and attributes required to provide effective oversight of the Partnership.

Audit Committee

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● auditing, accounting and financial reporting processes generally.

In fulfilling its oversight and other responsibilities, the Audit Committee met nine times during 2021.

In fulfilling its oversight and other responsibilities, the Audit Committee met eight times during 2022.

The Audit Committee's activities included, but were not limited to:

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Such requests should be directed to Investor Relations at (918) 295-7674.

If any substantive amendments are made to the code of ethics or if there is a grant of a waiver, including any implicit waiver, from a provision of the code to the President and CEO, Chief Financial Officer, or Chief Accounting Officer, we will disclose the nature of such amendment or waiver on our website or in a report on Form 8-K.

disclose the nature of such amendment or waiver on our website or in a report on Form 8-K.

There were no such amendments or waivers during the year ended December 31, 2022.

Communications with the Board

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Section 16(a) of the Exchange Act, as amended, requires directors, executive officers and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports or changes in ownership of such equity securities.

Based upon a review of the copies of the forms furnished to us and written representations from certain reporting persons, we believe that, other than as described below, during 2021 none of our directors or executive officers or persons who beneficially owned more than ten percent of a registered class of our equity securities were delinquent with respect to any of the filing requirements under Section 16(a), with the following exceptions:

on March 8, 2021 ARLP units owned by Alliance Resource GP, LLC, an entity owned jointly by Mr.

Craft and Kathleen S.

Craft, were distributed to Mr.

Craft and Mrs.

Craft individually, and the Form 4s for such distribution inadvertently were not filed until April 19, 2021.

Based on a review of the copies of the forms furnished to us and written representations from certain reporting persons, we believe that during 2022 none of our directors or executive officers or persons who beneficially owned more than ten percent of a registered class of our equity securities were delinquent with respect to any of the filing requirements under Section 16(a).

Reimbursement of Expenses of our General Partner and its Affiliates

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Compensation Discussion and Analysis

The Compensation Committee oversees the compensation of our general partner's executive officers, including the Chairman, President and CEO, our principal executive officer, the Senior Vice President and Chief Financial Officer, our principal financial officer, and the three most highly compensated executive officers in 2021, each of whom is named in the Summary Compensation Table (collectively, our "Named Executive Officers").

The compensation committee of the Board of Directors ("Compensation Committee") oversees the compensation of our general partner's executive officers, including the Chairman, President and CEO (our principal executive officer) the Senior Vice President and Chief Financial Officer (our principal financial officer) and the three most highly compensated executive officers in 2022, each of whom is named in the Summary Compensation Table (collectively, our "Named Executive Officers").

Our Named Executive Officers are employees of our operating subsidiary, Alliance Coal.

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The Compensation Committee intends for each executive officer's total compensation to be competitive in the marketplace and to effectively motivate the officer.

Based upon its review of our overall executive compensation program, the Compensation Committee believes the program is appropriately applied to our general partner's executive officers and is necessary to attract and retain the executive officers who are essential to our continued development and success, to compensate those executive officers for their contributions and to enhance unitholder value.

Based on its review of our overall executive compensation program, the Compensation Committee believes the program is appropriately applied to our general partner's executive officers and is necessary to attract and retain the executive officers who are essential to our continued development and success, to compensate those executive officers for their contributions and to enhance unitholder value.

Moreover, the Compensation Committee believes the total compensation opportunities provided to our general partner's executive officers create alignment with our long-term interests and those of our unitholders.

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We provided an employment letter to our Senior Vice President, Mr.

Tholen (the "Tholen Employment Letter"), in connection with his hiring in December 2019 setting forth the terms of his employment, which we determined were necessary to successfully hire Mr.

Tholen (the "Tholen Employment Letter"), in connection with his hiring in December 2019 setting forth the initial terms of his employment, which we determined were necessary to successfully hire Mr.

Tholen and in the best interests of the Company.

Tholen also serves as the President of Alliance Minerals, LLC.

The Tholen Employment Letter provides for, among other things, (i) an initial annual base salary of $500,000, (ii) an award in 2019 under the LTIP having value on the grant date of $1 million and (iii) a one-time signing bonus of $1.5 million, which was paid in three cash installments of $500,000 each in December 2019, 2020 and 2021,

subject to Mr.

Tholen's continued employment through such dates.

The Tholen Employment Letter also provides that if Mr.

Tholen’s employment is involuntarily terminated on or before December 31, 2022, other than for Good Cause (as defined in the Tholen Employment Letter), Mr.

Tholen will receive a severance payment in an amount equal to (a) two times Mr.

The Tholen Employment Letter provided, among other things, that if Mr.

Tholen's employment was involuntarily terminated on or before December 31, 2022, other than for Good Cause (as defined in the Tholen Employment Letter), Mr.

Tholen would have received a severance payment in an amount equal to (a) two times Mr.

Tholen's then-effective annual base salary plus (b) two times the then-effective standard payout for Mr.

Tholen under the short-term incentive plan ("STIP"), which amount shall be paid at the time of Mr.

Tholen under the short-term incentive plan ("STIP"), which amount would have been paid at the time of Mr.

Tholen's termination of employment.

The foregoing description of the Tholen Employment Letter does not purport to be complete and is qualified in its entirety by reference to the full and complete text of the Tholen Employment Letter, which is filed as an exhibit to this filing.

The potential severance benefits provided by the Tholen Employment Letter are expired, but they were applicable during the 2022 year to which this section of the disclosure relates.

Role of the Compensation Committee

The compensation committee of our general partner ("Compensation Committee") discharges the Board of Directors' responsibilities relating to our general partner's executive compensation program.

The Compensation Committee discharges the Board of Directors' responsibilities relating to our general partner's executive compensation program.

The Compensation Committee oversees our compensation and benefit plans and policies, administers our incentive bonus and equity participation plans, and reviews and approves annually all compensation decisions relating to our Named Executive Officers.

The Compensation Committee is empowered by the Board of Directors and by the Compensation Committee's charter to make all decisions regarding compensation for our Named Executive Officers without ratification or other action by the Board of Directors.

The Compensation Committee has authority to secure services for executive compensation matters, legal advice, or other expert services, both from within and outside the company.

The Compensation Committee has the authority to secure services for executive compensation matters, legal advice, or other expert services, both from within and outside the company.

While the Compensation Committee is empowered to delegate all or a portion of its duties to a subcommittee, it has not done so.

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The Compensation Committee considers the recommendations of the Chairman, President and CEO as one factor in making compensation decisions regarding our Named Executive Officers.

Historically, and in 2021, the Compensation Committee and the Chairman, President and CEO have been substantially aligned on decisions regarding compensation of the Named Executive Officers.

Historically, and in 2022, the Compensation Committee and the Chairman, President and CEO have been substantially aligned on decisions regarding the compensation of the Named Executive Officers.

As executive officers are promoted or hired during the year, the Chairman, President and CEO makes compensation recommendations to the Compensation Committee and works closely with the Compensation Committee to ensure that all compensation arrangements for executive officers are consistent with our compensation philosophy and are approved by the Compensation Committee.

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In assessing the competitiveness of our executive compensation program for 2022, the Compensation Committee, with the assistance of the Chairman, President and CEO, collected and analyzed peer group proxy information and developed a comparative analysis of base salaries, short-term incentives, total cash compensation, long-term incentives and total compensation.

The Compensation Committee uses the peer group data as a point of reference for comparative purposes, but it is not the determinative factor for the compensation of our Named Executive Officers.

The Compensation Committee uses the peer group data as a

point of reference for comparative purposes, but it is not the determinative factor for the compensation of our Named Executive Officers.

The Compensation Committee exercises discretion in determining the nature and extent of the use of comparative pay data.

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Because of these ownership positions, the interests of Mr.

Craft are directly

aligned with those of our unitholders.

Craft has not received an increase in base salary since 2002, has not received a bonus under our STIP since 2005 and did not receive any grants of LTIP awards from 2005 through 2015.

Craft are directly aligned with those of our unitholders.

Craft has not received an increase in base salary since 2002, has not received a bonus under our STIP since 2005 and did not receive any grants of Long-Term Incentive Plan ("LTIP") awards from 2005 through 2015.

On January 22, 2016, the Compensation Committee approved an LTIP award for Mr.

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Base salaries are reviewed annually to ensure continuing consistency with market levels, and adjustments to base salaries are made as needed to reflect movement in the competitive market as well as individual performance.

None of our Named Executive Officers received an increase in salary in 2021.

Annual Cash Incentive Bonus Awards

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The performance target historically has been EBITDA-based, with items added or removed from the EBITDA calculation to ensure that the performance target reflects the operating results of our core businesses.

(EBITDA is defined as net income of ARLP before net interest expense, income taxes, depreciation, depletion and amortization and net income attributable to noncontrolling interest.) The aggregate cash available for awards under the STIP each year is dependent on our actual financial results for the year compared to the annual performance target, and it increases in relationship to our EBITDA, as adjusted, exceeding the minimum threshold.

(EBITDA is defined as net income of ARLP before net interest expense, income taxes, depreciation, depletion and amortization and net income attributable to noncontrolling interest.) The aggregate cash available for awards under the STIP each year is dependent on our actual financial results for the year compared to the annual performance target, and it increases in relation to our EBITDA, as adjusted, exceeding the minimum threshold.

Our STIP Guidelines provide that achieving the minimum threshold is the minimum acceptable result for a performance pay-out to occur under the STIP, although the Compensation Committee may determine satisfactory results and adjust the size of the pay-out pool in its sole discretion.

Compensation Committee approved a minimum financial performance target of $371.1 million in EBITDA from current operations, normalized by excluding any charges for unit-based and directors' compensation.

In 2022, the Compensation Committee approved a minimum financial performance target of $630.0 million in EBITDA from current operations, normalized by excluding any charges for unit-based and directors' compensation.

For 2022, we exceeded the minimum performance target.

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Under the LTIP, grants may be made of either (a) restricted units, (b) options to purchase common units (although to date, no grants of options have been made) or c) cash awards.

The Compensation Committee has authority to determine the participants to whom restricted units are granted, the number of restricted units to be granted to each such participant, and the conditions under which the restricted units may become vested, including the duration of any vesting period.

The Compensation Committee has the authority to determine the participants to whom restricted units are granted, the number of restricted units to be granted to each such participant, and the conditions under which the restricted units may become vested, including the duration of any vesting period.

Annual grant levels for designated participants (including our Named Executive Officers) are recommended by our general partner's Chairman, President and CEO, subject to review and approval by the Compensation Committee.

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Restricted units granted under the LTIP vest at the end of a stated period from the grant date, provided we achieve an aggregate performance target for that period.

However, if a grantee's employment is terminated for any reason prior to the vesting of any restricted units, those restricted units will be automatically forfeited, unless the Compensation Committee, in its sole discretion, determines otherwise.

The number of units actually distributed upon satisfaction of the applicable vesting requirements is reduced to cover the income tax withholding requirement for each individual participant based upon the fair market value of the common units as of the date of distribution.

However, if a grantee's

employment is terminated for any reason prior to the vesting of any restricted units, those restricted units will be automatically forfeited, unless the Compensation Committee, in its sole discretion, determines otherwise.

The number of units actually distributed upon satisfaction of the applicable vesting requirements is reduced to cover the income tax withholding requirement for each individual participant based on the fair market value of the common units as of the date of distribution.

At the Compensation Committee's discretion, grants of restricted units under the LTIP may include the contingent right to receive quarterly distributions in an amount equal to the cash distributions we make to unitholders during the vesting period ("DERs").

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The target, however, requires achieving an aggregate performance level for the vesting period.

We typically issue grants under the LTIP at the beginning of each year, with the exceptions of new employees who begin employment with us at some other time and job promotions that may occur at some other time, although grants for 2021 were not made until April, 2021.

The compensation expense associated with LTIP grants is recognized over the vesting period in accordance with FASB Accounting Standards Codification ("ASC") 718, Compensation — Stock Compensation .

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If we issue new common units upon payment of the restricted units instead of purchasing them, the total number of common units outstanding will increase.

The LTIP provides the Compensation Committee with discretion to determine the conditions for vesting (as well as all other terms and conditions) associated with any award under the plan, and to amend any of those conditions so long as an amendment does not materially reduce the benefit to the participant.

The LTIP provides the Compensation Committee with the discretion to determine the conditions for vesting (as well as all other terms and conditions) associated with any award under the plan, and to amend any of those conditions so long as an amendment does not materially reduce the benefit to the participant.

The Compensation Committee believes the performance-related vesting conditions of all outstanding awards under the LTIP will be reasonably difficult to satisfy and therefore support our key compensation objectives discussed above.

Grants for 2021 under the LTIP, made April 22, 2021, will cliff vest on January 1, 2024, provided we achieve a target level of aggregate EBITDA for current operations, excluding any charges for unit-based and directors' compensation, for the period January 1, 2021 through December 31, 2023.

Grants for 2022 under the LTIP, made January 26, 2022, will cliff vest on January 1, 2025, provided we achieve a target level of aggregate EBITDA for current operations, excluding any charges for unit-based and directors' compensation, for the period January 1, 2022 through December 31, 2024.

Regardless of achieving the EBITDA target, the 2022 grants have a minimum value guarantee of either $6.41 or $9.62 per unit.

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Regardless of achieving the EBITDA target, the 2023 grants have a minimum value guarantee of either $10.27 or $15.41 per unit.

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The Board of Directors or the Compensation Committee may, in its discretion, terminate the LTIP at any time with respect to any common units for which a grant has not previously been made.

Except as required by the rules of the exchange on which the common units may be listed at that time, the Board of Directors or the Compensation Committee may alter or amend the LTIP in any manner from time to time;

Except as required by the rules of the exchange on which the common units may be listed at that time, the Board of Directors or

the Compensation Committee may alter or amend the LTIP in any manner from time to time;

provided, however, that no change in any outstanding grant may be made that would materially impair the rights of the participant without the consent of the affected participant.

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(1) The amounts for Messrs.

Cantrell, Davis and Wynne represent cash bonuses paid in December 2020.

Cantrell, Davis and Wynne represent the first payment of the 2020 service-based vesting LTIP awards which were paid in cash in February 2022 and cash bonuses paid in December 2020.

The amounts for Mr.

Tholen represent the three installments of his signing bonus.

Please see "Item 11.

Compensation Discussion and Analysis— Setting Executive Compensation "

for a description of the terms of Mr.

Tholen's employment.

Tholen represent the first payment of his 2020 service-based vesting LTIP awards which was paid in cash in February 2022 and the last two installments of his signing bonus paid in 2021 and 2020.

(2) Restricted units granted in February 2020 were determined to be improbable of vesting and amended during the fourth quarter of 2020 for all LTIP participants other than Mr.

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The restricted units granted to Mr.

Tholen in February 2020 (as well as the restricted units granted to him in 2019) were canceled in December 2020 and replaced with a cash service award that is payable one-half in February 2022 and one-half in February 2023.

Tholen in February 2020 were canceled in December 2020 and replaced with a cash service award that was paid one-half in February 2022 and one-half in February 2023.

Craft did not receive any grants under the LTIP during 2020.

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The cash settlement is included in "All Other Compensation"

The restricted units that were granted in 2019 were canceled in December 2020 since it was determined that the vesting requirements for these restricted units were not probable of being satisfied.

Please see "Item 11.

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STIP payments typically are made in the first quarter of the year following the year in which they are earned, however the STIP payment to Mr.

Tholen in 2020 was

made in December 2020.

Tholen in 2020 was made in December 2020.

Please see "Item 11.

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Profit Sharing Plan

Perquisites (a)

Contribution ($)

Eberley Davis

Tholen, perquisites and other personal benefits comprised of relocation related expenses of $37,834 and tax preparation fees of $140.

Grants of Plan-Based Awards Table

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Approved Date

Awards ($)(8)

February 14, 2022

August 12, 2022

November 14, 2022

April 27, 2021

February 14, 2022

August 12, 2022

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Eberley Davis

April 27, 2021

February 10, 2022

February 14, 2022

August 12, 2022

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January 23, 2023

April 27, 2021

February 10, 2022

February 14, 2022

August 12, 2022

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January 23, 2023

April 27, 2021

February 10, 2022

February 14, 2022

August 12, 2022

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(3) Awards under the STIP are subject to our achieving an annual financial performance target each year.

However, determination of individual awards under the STIP is based upon an assessment of the Named Executive Officer's performance, comparative compensation data of companies in our peer group and recommendation of the Chairman, President and CEO .

However, determination of individual awards under the STIP is based on an assessment of the Named Executive Officer's performance, comparative compensation data of companies in our peer group and recommendation of the Chairman, President and CEO .

The STIP does not specify any threshold or maximum payout amounts.

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However, the vesting of these grants is subject to the satisfaction of certain performance criteria.

The grants include a minimum value guarantee.

grants include a minimum value guarantee.

Please see "Item 11.

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The grants include a minimum value guarantee.

Cantrell did not receive an LTIP award in 2022 as his announced retirement on March 31, 2023 is prior to the vesting of these grants.

Please see "Item 11.

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Compensation Discussion and Analysis—Compensation Components— Supplemental Executive Retirement Plan ."

(8) We calculated the fair value of LTIP awards granted on April 27, 2021 to our Named Executive Officers using a value of $6.03 per unit, the closing unit price on the grant date.

(8) We calculated the fair value of LTIP awards granted on February 10, 2022 to our Named Executive Officers using a value of $13.34 per unit, the closing unit price on the grant date.

We calculated the fair value of SERP phantom unit awards using the market closing price on the date the phantom unit award was granted.

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Compensation Discussion and Analysis—Compensation Components— Equity Awards under the LTIP ."

During the first quarter of 2020, it was determined the vesting performance requirement with respect to the restricted units granted under the LTIP on January 23, 2019 (the "2019 Grants") was not probable of being satisfied, and previously recognized expense for the 2019 Grants was reversed.

During the fourth quarter of 2020, it was determined the vesting performance requirement with respect to the restricted units granted under the LTIP on January 22, 2020 (the "2020 Grants") was not probable of being satisfied, and previously recognized expense for the 2020 Grants was reversed.

In December 2020, the 2019 Grants to all participants were canceled, the 2020 Grant to Mr.

In December 2020, the 2020 Grant to Mr.

Tholen was canceled and the Compensation Committee approved amending the terms of the 2020 Grants to participants other than Mr.

The amendments to the 2020 Grants revised the vesting performance requirement and increased the number of restricted units granted under the amended 2020 Grants.

The amended 2020 Grants will vest on January 1, 2023, subject to the satisfaction of the vesting requirements.

The amended 2020 Grants vested on January 1, 2023.

In addition, in 2020 the Compensation Committee approved new 2020 service-based vesting LTIP awards.

These awards are denominated in cash and payable 75% in February 2022 and 25% in February 2023 for all participants other

The restricted units granted to Mr.

Tholen in February 2020 and in 2019 were cancelled in December 2020 and replaced with a service-based vesting award denominated in cash and payable one-half in February 2022 and one-half in February 2023.

The only condition of these service-based vesting awards is that the participant remain employed at the time of payment.

These awards are denominated in cash were paid 75% in February 2022 and 25% in February 2023 for all participants other than

Tholen was granted a service-based vesting award denominated in cash and was paid one-half in February 2022 and one-half in February 2023.

As with the bonus awards above, these 2020 LTIP actions were taken by the Compensation Committee in recognition of the difficulty of managing our business through the unprecedented impacts of the COVID-19 pandemic and based on its determination that such actions were prudent and necessary to help retain and motivate our management team.

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Eberley Davis

(1) Percentages were calculated using the base salary and discretionary bonus of the Named Executive Officers.

The only discretionary bonus we provided in 2021 to our Named Executive Officers were to Mr.

Incentive awards paid pursuant to our STIP are deemed to be performance-based non-equity incentive compensation awards and are not included within the discretionary bonus amounts.

(1) Percentages were calculated using the base salary and bonus of the Named Executive Officers.

The bonus we provided in 2022 to our Named Executive Officers was the first payment of the 2020 service-based vesting LTIP awards which were paid in cash in February 2022.

See above for more discussion of the 2020 service-based vesting LTIP awards.

Outstanding Equity Awards at 2022 Fiscal Year End Table

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Units or Other

Vested (#)(1)

Not Vested ($)(2)

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Contributions

Distributions

in Last Fiscal

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as defined in the LTIP, all awards outstanding under the LTIP will automatically vest and become payable or exercisable, as the case may be, in full.

In this regard, all restricted periods shall terminate and all performance criteria, if any, shall be deemed to have been achieved at the maximum level.

In this regard, all restricted periods shall terminate and all performance criteria, if any, shall be deemed to

have been achieved at the maximum level.

The LTIP defines a "change in control"

as one of the following events:

sale, lease, exchange or other transfer of all or substantially all of our assets or Alliance Coal's assets to any person other than a person who is our affiliate;

(1) any sale, lease, exchange or other transfer of all or substantially all of our assets or Alliance Coal's assets to any person other than a person who is our affiliate;

(2) the consolidation or merger of Alliance Coal with or into another person pursuant to a transaction in which the outstanding voting interests of Alliance Coal are changed into or exchanged for cash, securities or other property, other than any such transaction where (a) the outstanding voting interests of Alliance Coal are changed into or exchanged for voting stock or interests of the surviving corporation or its parent and (b) the holders of the voting interests of Alliance Coal immediately prior to such transaction own, directly or indirectly, not less than a majority of the voting stock or interests of the surviving corporation or its parent immediately after such transaction;

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The exact amount that any Named Executive Officer would receive could only be determined with certainty upon an actual termination or change in control.

As noted above, the Tholen Employment Letter provides that if Mr.

Tholen's employment is involuntarily terminated on or before December 31, 2022, other than for Good Cause (as defined in the Tholen Employment Letter), Mr.

Tholen will receive a severance payment in an amount equal to two times Mr.

Tholen's then-effective annual base salary plus his target STIP award, which as of December 31, 2021 would equal $2,000,000.

The Tholen Employment Letter provided that if Mr.

Tholen's employment was involuntarily terminated on or before December 31, 2022, other than for Good Cause (as defined in the Tholen Employment Letter), Mr.

Tholen would have received a severance payment in an amount equal to two times Mr.

Tholen's then-effective annual base salary plus his target STIP award, which as of December 31, 2022 would have equaled $2,000,000.

However, as noted above, Mr.

Tholen was only eligible to receive this potential severance payment through the end of the 2022 year.

As of the date of these disclosures, none of our Named Executive Officers are eligible for severance or change in control benefits outside of their SERP payments and potential equity award acceleration described above.

Director Compensation

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Earnings ($)(1)

(1) Columns are not applicable.

(1) Columns are not applicable to 2022 director compensation.

(2) Amounts represent the grant date fair value of equity awards in 2022 related to deferrals of distributions earned on deferred units (computed pursuant to FASB ASC 718, using the same assumptions as used for financial reporting purposes and which are more fully described in "Item 8.

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Plan (in Units)

(4) These amounts represent a discretionary payment to the directors as a result of 2022 performance.

Narrative to Director Compensation Table

Compensation for our non-employee directors includes an annual cash retainer paid quarterly in advance on a pro rata basis.

The annual retainer for calendar year 2021 was $166,000.

Torrence also was entitled to cash compensation of $30,000 for service as Chairman of the Audit Committee, and Mr.

The annual retainer increased in April 2022 to $185,000 from $166,000.

In addition to the retainer, Mr.

Torrence also was entitled to annual cash compensation in 2022 of $30,000 for service as Chairman of the Audit Committee, and Mr.

Robinson and Mr.

Druten also were entitled to additional cash compensation of $10,000 each for service as Chairman of the Compensation Committee and the Conflicts Committee, respectively.

Druten also were entitled to additional annual cash compensation of $10,000 each for service as Chairman of the Compensation Committee and the Conflicts Committee, respectively.

Directors have the option to defer all or part of their cash compensation pursuant to the Directors' Deferred Compensation Plan by completing an election form prior to the beginning of each calendar year.

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To determine the annual total compensation of our median employee and our CEO, we took the following steps:

● Using the same median employee identified in 2020, we combined all of the elements of such employee's compensation for the 2021 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $71,753, comprised of such employee's W-2 compensation of $65,548 and contributions in the amount of $6,205 that we made on the employee's behalf to our 401(k) plan for the 2021 year.

● We determined that, as of December 31, 2022, our employee population consisted of approximately 3,371 individuals with the vast majority of these individuals located in the United States.

This population consisted of our full-time and part-time employees, as we do not have seasonal workers.

● We used a consistently applied compensation measure to identify our median employee of comparing the amount of salary or wages reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for 2022.

● We identified our median employee by consistently applying this compensation measure to all of our employees included in our analysis.

Since the vast majority of our employees, including our CEO, are located in the United States, we did not make any cost of living adjustments in identifying the median employee.

● After we identified our median employee, we combined all of the elements of such employee's compensation for the 2022 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $86,003, comprised of such employee's W-2 compensation of $82,956 and contributions in the amount of $3,047 that we made on the employee's behalf to our 401(k) plan for the 2022 year.

● With respect to the annual total compensation of our CEO, we used the amount reported in the "Total"

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Directors' Deferred Compensation

(1) We believe that we have sufficient capacity under our compensation plan to cover granted awards after consideration of future forfeitures and expected tax withholdings.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

In addition to the related-party transactions discussed in "Item 8.

Financial Statements and Supplementary Data— Note 11 — Partners' Capital and Note 21 — Related-Party Transactions,"

Financial Statements and Supplementary Data—Note 22 — Related-Party Transactions and Note 26 – Subsequent Events"

ARLP has the following additional related-party transactions:

Related-Party Transactions

The Board of Directors and its Conflicts Committee review our related-party transactions that involve a potential conflict of interest between MGP, which holds a non-economic general partner interest in ARLP, or any of its affiliates and ARLP or its subsidiaries or any other partner of ARLP to determine that such transactions reflect market-clearing terms and customary conditions.

As a result of these reviews, the Board of Directors and the Conflicts Committee approved each of the transactions described below that had such potential conflict of interest as fair and reasonable to us and our limited partners.

Administrative Services

On April 1, 2010, effective January 1, 2010, ARLP entered into an Administrative Services Agreement with our general partner, our Intermediate Partnership and AGP.

Under the Administrative Services Agreement, certain employees, including some executive officers, provided administrative services for AGP and its affiliates.

As a result of these reviews, the Board of Directors and the Conflicts Committee approved each of the transactions described below that had such potential conflict of interest.

Expense Reimbursements

Our partnership agreement provides that MGP and its affiliates be reimbursed for all direct and indirect expenses incurred or payments made on behalf of us, including, but not limited to, director fees and expenses, management's salaries and related benefits (including incentive compensation), and accounting, budgeting, planning, treasury, public relations, land administration, environmental, permitting, payroll, benefits, disability, workers' compensation management, legal and information technology services.

MGP may determine in its sole discretion the expenses that are allocable to us.

Total costs billed to us by our general partner and its affiliates were approximately $0.7 million for the year ended December 31, 2021.

The executive officers of our general partner are employees of and paid by Alliance Coal, and the reimbursement we pay to our general partner pursuant to the partnership agreement does not include any compensation expenses associated with them.

Our subsidiary, ASI, has a time-sharing agreement with Mr.

Total costs billed to us by MGP and its affiliates were approximately $0.8 million for the year ended December 31, 2022.

The executive officers of MGP are employees of and paid by Alliance Coal, and the reimbursement we pay to MGP pursuant to the partnership agreement does not include any compensation expenses associated with them.

Our subsidiary, Alliance Service, Inc.

("ASI"), has a time-sharing agreement with Mr.

Craft and Mr.

Craft's affiliate, JC Land, LLC ("JC Land"), concerning their use of aircraft owned by Alliance Service, Inc.

("ASI") for purposes other than our business.

Craft's affiliate, JC Land, LLC ("JC Land"), concerning their use of aircraft owned by ASI for purposes other than our business.

In accordance with the provisions of that agreement, Mr.

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JC Land paid us $0.3 million in 2022 pursuant to this agreement.

Separately, we billed JC Land $0.3 million during 2021 for fuel, maintenance, pilot travel, etc.

Separately, JC Land paid us $0.5 million during 2022 for fuel, pilot travel, etc.

paid by us on their behalf.

Craft Foundations

In 2001, SGP Land, LLC as successor in interest to an unaffiliated third party, entered into an amended mineral lease with MC Mining.

In December 2018, the property subject to the lease was transferred to the Joseph W.

Craft III Foundation and the Kathleen S.

Craft Foundation, which each hold an undivided one-half interest (the "Craft Foundations").

Under the terms of the lease, MC Mining was required to pay an annual minimum royalty of $0.3 million until $6.0 million of cumulative annual minimum and/or earned royalty payments had been paid.

The cumulative annual minimum lease requirement of $6.0 million was met in 2015.

MC Mining paid no earned royalties in 2021 or 2020 and paid $0.3 million in 2019.

Craft Foundations

Tunnel Ridge has a surface land lease with an annual payment of $0.2 million, payable in January of each year with the Craft Foundations, which hold an undivided one-half interest each.

Omnibus Agreement

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Craft controls MGP, not to engage in the business of mining, marketing or transporting coal in the United States, unless it first offers us the opportunity to engage in a potential activity or acquire a potential business, and the Board of Directors, with the concurrence of its Conflicts Committee, elects to cause us not to pursue such opportunity or acquisition.

In addition, AGP has the ability to purchase businesses, the majority value of which is not mining, marketing or transporting coal, provided AGP offers us the opportunity to purchase the coal assets following their acquisition.

The restriction does not apply to the assets retained and business conducted by an affiliate of AGP at the closing of our initial public offering.

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Rule 4350(d)(2) requires us to maintain an audit committee of at least three members, each of whom must, among other requirements, be independent as defined under NASDAQ Rule 4200(a)(15) and meet the criteria for independence set forth in Rule 10A-3(b)(1) under the Exchange Act (subject to the exemptions provided in Rule 10A-3(c)).

All members and former members of the Audit Committee—Messrs.

Torrence, Carter, Druten and Robinson—and all members and former members of the Compensation Committee—Messrs.

All members of the Audit Committee—Messrs.

Torrence, Carter, Druten and Robinson—and all members of the Compensation Committee—Messrs.

Robinson, Carter, Druten and Torrence—are independent directors as defined under applicable NASDAQ and Exchange Act rules.

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The firm of Grant Thornton LLP is our independent registered public accounting firm for the 2022 year.

The firm of Ernst & Young LLP was our independent registered public accounting firm for the 2020 year.

The following table sets forth fees paid to Grant Thornton LLP and Ernst & Young LLP during the years ended December 31, 2021 and 2020:

The following table sets forth fees paid to Grant Thornton LLP during the years ended December 31, 2022 and 2021:

(in thousands)

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(3) Tax fees consist primarily of services rendered for tax compliance, tax advice, and tax planning.

There were no tax services provided by Grant Thornton LLP for 2021.

The charter of the Audit Committee provides that the committee is responsible for the pre-approval of all auditing services and permitted non-audit services to be performed for us by our independent registered public accounting firm, subject to the requirements of applicable law.

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Form of Common Unit Certificate (Included as Exhibit A to the Fourth Amended and Restated Agreement of Limited Partnership of Alliance Resource Partners, L.P., included in this Exhibit Index as Exhibit 3.2).

Indenture, dated as of April 24, 2017, by and among Alliance Resource Operating Partners, L.P.

and Alliance Resource Finance Corporation, as issuers, Alliance Resource

Incorporated by Reference

Exhibit Description

Partners, L.P., as parent, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee.

Indenture, dated as of April 24, 2017, by and among Alliance Resource Operating Partners, L.P.

and Alliance Resource Finance Corporation, as issuers, Alliance Resource Partners, L.P., as parent, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee.

Form of 7.500% Senior Note due 2025 (included in Exhibit 4.2).

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Amended and Restated Alliance Coal, LLC 2000 Long-Term Incentive Plan

First Amendment to the Alliance Coal, LLC 2000 Long-Term Incentive Plan

Alliance Coal, LLC Short-Term Incentive Plan

Incorporated by Reference

Exhibit Description

First Amendment to the Alliance Coal, LLC 2000 Long-Term Incentive Plan

Alliance Coal, LLC Short-Term Incentive Plan

Alliance Coal, LLC Supplemental Executive Retirement Plan

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and Alliance GP, LLC

First Amendment to the Amended and Restated Alliance Coal, LLC Supplemental Executive Retirement Plan

Second Amendment to the Amended and Restated Alliance Coal, LLC Supplemental Executive Retirement Plan

First Amendment to the Alliance Coal, LLC Short-Term Incentive Plan

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Exhibit Description

Third Amendment to the Amended and Restated Alliance Coal, LLC Supplemental Executive Retirement Plan

Amended and Restated Alliance Coal, LLC Supplemental Executive Retirement Plan dated as of January 1, 2011

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Fifth Amendment to the Receivables Financing Agreement, dated as of January 17, 2018

Sixth Amendment to the Receivables Financing Agreement, dated as of June 19, 2018

Seventh Amendment to the Receivables Financing Agreement, dated as of January 16, 2019

Incorporated by Reference

Exhibit Description

Sixth Amendment to the Receivables Financing Agreement, dated as of June 19, 2018

Seventh Amendment to the Receivables Financing Agreement, dated as of January 16, 2019

Subscription Agreement for Partnership Interest - General Partner Interest dated December 14, 2018 by and among Alliance Resource Partners, L.P., AllDale Minerals, LP and AllDale Mineral Management, LLC.

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Eighth Amendment to the Receivables Financing Agreement, dated as of October 22, 2019.

Employment letter to Kirk Tholen, dated October 21, 2019.

Incorporated by Reference

Exhibit Description

Employment letter to Kirk Tholen, dated October 21, 2019.

Fifth Amended and Restated Credit Agreement, dated as of March 9, 2020, by and among Alliance Resource Operating Partners, L.P., as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto.

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Tenth Amendment to the Receivables Financing Agreement, dated as of January 14, 2022.

Eleventh Amendment to the Receivables Financing Agreement, dated as of January 13, 2023.

Credit Agreement, dated as of January 13, 2023, among Alliance Coal, LLC, as borrower, Alliance Resource Operating Partners, L.P., Alliance Resource Partners, L.P., UC Coal, LLC, UC Mining, LLC, UC Processing, LLC and MGP II, LLC as additional Alliance entities and the initial lenders, initial issuing banks and swingline bank named therein, PNC Bank, National Association as administrative agent and collateral agent and PNC Capital Markets LLC, BOKF, NA DBA Bank of Oklahoma, Fifth Third Bank, National Association, Old National Bank and Trust Securities, Inc.

as joint lead arrangers and joint bookrunners and the other institutions named therein as documentation agents.

Sixth Amendment to the Amended and Restated Alliance Coal, LLC 2000 Long-Term Incentive Plan.

Code of Ethics for Principal Executive Officer and Senior Financial Officers

Incorporated by Reference

Exhibit Description

Letter of Ernst & Young LLP, dated as of March 1, 2021.

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Craft III, President and Chief Executive Officer and Chairman of Alliance Resource Management GP, LLC, the general partner of Alliance Resource Partners, L.P., dated February 24, 2023, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Incorporated by Reference

Exhibit Description

Certification of Brian L.

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River View Mine SEC S-K 1300 Technical Report Summary February 2022.

Incorporated by Reference

Exhibit Description

Hamilton Mine SEC S-K 1300 Technical Report Summary dated February 2022.

Gibson South Mine SEC S-K 1300 Technical Report Summary dated February 2022.

Tunnel Ridge Mine SEC S-K 1300 Technical Report Summary dated February 2022.

Tunnel Ridge Mine SEC S-K 1300 Technical Report Summary dated January 2023.

Report of Netherland, Sewell & Associates, Inc., dated January 5, 2023

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February 24, 2023

/s/ Robert J.

Vice President, Controller and

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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