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Item 8. Financial Statements and Supplementary Data

2025-03-31 compared with 2024-04-16 · 382 added, 359 removed, 317 unchanged (70% of the section changed)

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

ROYALTY MANAGEMENT HOLDING COPRORATION AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

FINANCIAL STATEMENTS

ROYALTY MANAGEMENT HOLDING COPRORATION

December 31, 2024 and 2023

CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm - 2024

Consolidated Balance Sheet

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes Stockholders' Equity (Deficit)

Consolidated Statements of Changes Stockholders' Equity

Consolidated Statements of Cash Flows

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the board of directors of Royalty Management Holding Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Royalty Management Holding Corporation as of December 31, 2023 and 2022, the related statements of operations, stockholders' equity (deficit), and cash flows for the years 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, 2023 and 2022, 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.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern.

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

To the Board of Directors and Stockholders of Royalty Management Holding Corporation

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Royalty Management Holding Corporation and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, stockholders’ equity, 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 as of 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.

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.

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

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

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our 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.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits 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.

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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.

/S/ BF Borgers CPA PC

BF Borgers CPA PC (PCAOB ID 5041 )

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

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

We believe that our audits provide a reasonable basis for our opinion.

/s/ CM3 Advisory

CM3 Advisory (PCAOB ID 6866 )

San Diego, California

March 28, 2025

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

April 16, 2024

ROYALTY MANAGEMENT HOLDING CORPORATION

Consolidated Balance Sheet

Part I – Financial Information

CURRENT ASSETS

CONSOLIDATED BALANCE SHEETS

Cash and Cash Equivalents

Accounts Receivable

Prepaid Insurance

Total Current Assets

LONG-TERM ASSETS

Interest Receivable

Fee Income Receivable

Total Current Assets

Investments in Corporations and LLCs

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Notes Receivable

Intangible Assets, less accumulated amortization of $ 103,885 and $ 28,658

Due from Related Party

Intangible Assets, Net

Restricted Cash

Cash Held in Trust account

Operating lease right-of-use assets

Total Long-Term Assets

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES

Tools, Machinery & Equipment, Net

Operating Lease Right-Of-Use Assets, Net

LIABILITIES AND STOCKHOLDERS’ EQUITY

Accounts Payable – Related Party

Accounts Payable

Current portion of operating lease liabilities, net

Due to Related Party

Current Portion of Operating Lease Liabilities

Current Portion of Notes Payable

Deferred Income

Accrued Expenses

Total Current Liabilities

LONG-TERM LIABILITIES

Convertible Notes Payable, Net

Notes Payable – Related Party, Net

Operating lease liabilities, net

Notes Payable

Deferred Underwriter commissions

Operating Lease Liabilities

Notes Payable, Net of Current Portion

Fair Value Liability of Public Warrants

Fair Value Liability of Private Warrants

TOTAL LONG -TERM LIABILITIES

TOTAL LIABILITIES

COMMITMENTS AND CONTINGENCIES

Class A Common Stock at $ 10.10 per share, 0 in 2023 and 742,308 as of 2022 shares at redemption value:

SHAREHOLDERS’ EQUITY

Common Stock:

COMMITMENTS AND CONTINGENCIES (Note 17)

STOCKHOLDERS’ EQUITY

Preferred Stock:

$ 0.0001 par value;

100,000,000 shares authorized, 14,270,761 and 729,817 shares issued and outstanding for 2023 and 2022

Class B Common Stock:

5,000,000 shares authorized, 0 shares issued and outstanding as of the years ended December 31, 2024 and 2023

Preferred Stock:

$ 1.00 par value;

10,000,000 shares authorized, 0 and 2,726,500 shares issued and outstanding for 2023 and 2022 (including 100,000 representative shares).

5,000,000 shares authorized, 1,607,886 and 0 shares issued and outstanding as of the years ended December 31, 2024 and 2023

Class A Common Stock:

$ 0.0001 par value;

100,000,000 shares authorized, 14,958,817 and 14,270,761 shares issued and outstanding as of the years ended December 31, 2024 and 2023

Additional Paid-In Capital

Shareholders’ Equity

Total Shareholders’ Equity

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

Includes up to 375,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 12).

Retained Earnings

Total Stockholders’ Equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

The accompanying footnotes are integral to the consolidated financial statements.

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CONSOLIDATED STATEMENTS OF OPERATIONS

RMC Environmental Services

Environmental Services

Rental Income

OPERATING EXPENSES

Administrative Expenses

Bank Fees & Service Charges

Sponsorship Expense

TOTAL REVENUE

Cost of Revenue

Intangibles Amortization Expense

Depreciation Expense

General and Administrative Expenses

Professional Fees

Software & apps

Payroll Taxes

Employee Insurance

Board of Directors Comp

Consultant Fee

Officers’ Salaries

Hauling Services

Equipment Rentals

Impairment Loss

Supplies & Materials

Repairs & Maintenance

Liability Insurance

Small Equipment

General and Administrative

Total Operating Expenses

NET LOSS FROM OPERATIONS

( 1,096,748 )

OTHER INCOME AND EXPENSES

NET LOSS FROM OPERATIONS

OTHER INCOME (EXPENSE)

Interest Income

Income/Loss from Investment

Income from Investment

Gain (Loss) on Warrant Fair Value Adjustment

Amortization expense intangibles

Convertible Debt Interest

Net Income (Loss)

Weighted average shares outstanding, basic and diluted

Basic and diluted net income per ordinary share

This number excludes an aggregate of up to 375,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 12).

Interest Expense

Total Other Income (Expense)

( 1,113,645 )

Weighted Average Shares Outstanding, Basic

Net Loss Per Share, Basic

The accompanying footnotes are integral to the consolidated financial statements.

ROYALTY MANAGEMENT HOLDING CORPORATION

Statement of Shareholders’ Equity

December 31, 2023 and 2022

Stockholder’s

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

Stockholders’

Balance December 31, 2022

$ ( 2,766,749 )

$ ( 7,793,587 )

Common shares issued for purchase of membership interest

Common shares issued for conversion of debt

Common shares issued for purchase of the payment rights

Shares Issued for Services

Amortization of debt discount and issuance costs

Balance December 31, 2022

Shares issued for services

Shares Forfeited for Services

Shares Issued in Connection with Warrant and Note Conversions

Shares issued in connection with the combination merger exchange ratio

Shares Issued for Deferred Underwriter Fee

Shares issued in connection with combination merger to public spac shareholders

Change in par value of underlying shares

Amortization of debt discount and issuance costs

Reverse Recapitalization on October 23, 2023

( 9,088,571 )

( 3,929,870 )

Warrants Issued with Convertible Notes

( 1,113,645 )

Balance December 31, 2023

Includes up to 375,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 12).

Shares Issued for Purchase of Debt

Shares Issued for Services

Share Buyback

Stock Compensation - Warrants

Preferred Stock – Stock Dividends

Balance December 31, 2024

The accompanying footnotes are integral to the consolidated financial statements.

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Cash flows from Operating Activities:

Net Income (Loss)

$ ( 114,261 )

Adjustments to reconcile net income (loss) to net cash used in operating activities:

$ ( 1,113,645 )

Adjustments to Reconcile Net Loss to Net Cash Provided by (Used in) Operations

Amortization of Debt Discount

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Amortization of Intangibles

Shares issued for services

Depreciation Expense

Issuance of Common Shares for Service

Issuance of Preferred Shares for Service

Stock Compensation - Warrants

Impairment Loss on Intangible Asset

Fair Value Adjustment of Public Warrants

( 2,926,119 )

Fair Value Adjustment of Private Warrants

( 2,161,509 )

Changes in Operating Assets and Liabilities:

Accounts receivable – related party

Accounts Receivable

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Fee Income Receivable

Due from Related Party

Accounts Payable – Related Party

Accounts Payable

Due to Related Party

Deferred Revenue

Accrued Expenses

Net cash provided (used) in operating activities

( 1,913,533 )

Investing Activities

Withdrawal (Investment) of cash in Trust Account

Net Cash Provided by (Used in) Operating Activities

Cash Flows from Investing Activities

Investments in Corporations and LLCs

Convertible Notes Receivable

Notes Receivable

Intangible Assets

Net cash provided in investing activities

Financing Activities

(Return of Investment Proceeds) Proceeds from sale of Units, net underwriting fees paid

( 7,497,311 )

Investments in Convertible Notes Receivable

Withdrawal from Notes Receivable

Investments in Intangible Assets

Net Cash Used in Investing Activities

Cash Flows from Financing Activities

Payments on Reverse Capitalization

( 3,929,870 )

Shares issued in connection with the combination merger

Notes Payable

Proceeds from Deferred Underwriter Fee

Shares Buyback

Proceeds from Notes Payable

Payments on Notes Payable

Proceeds from Issuance of Convertible Notes

Convertible Note Conversion

Net cash used in financing activities

( 5,263,205 )

Payments on Convertible Notes

( 1,681,755 )

Proceeds from Convertible Note Conversion

Net Cash (Used in) Provided by Financing Activities

Net Change in Cash

Cash – Beginning of Year

Cash – Ending of Year

Cash – End of Year

Supplemental Information

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Intangible Assets

Acquisition of right of use assets for lease obligations

Issuance of common shares for purchase of membership interest

Issuance of common shares for conversion of debt

Cash Paid for Interest

Cash Paid for Taxes

The accompanying footnotes are integral to the consolidated financial statements.

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December 31, 2024 and 2023

NATURE OF OPERATIONS

American Acquisition Opportunity Inc was a blank check company organized on January 20, 2021 under the laws of the State of Delaware and effectuated its combination on October 23, 2023 and at that point changed its name to Royalty Management Holding Corporation.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

The Company adopted the calendar year as its basis of reporting.

The consolidated financial statements include the accounts of the Company and the merged Company Royalty Management Corporation and its wholly owned subsidiaries Coking Coal Financing LLC and RMC Environmental Services LLC.

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

Royalty Management Corporation (RMC) was organized under the laws of Indiana on June 21, 2021 for the purpose of investing or purchasing assets that have near and medium-term income potential to provide RMC with accretive cash flow from which it can reinvest in new assets or expand cash flow from those existing assets.

NOTE 1 - NATURE OF OPERATIONS

American Acquisition Opportunity Inc was a blank check company organized on January 20, 2021 under the laws of the State of Delaware and effectuated its combination with Royalty Management Corporation (“RMC”) on October 23, 2023 and at that point changed its name to Royalty Management Holding Corporation (“RMHC” or the “Company”).

The Company’s business model is to invest or purchase assets that have near and medium-term income potential to provide RMC with accretive cash flow from which it can reinvest in new assets or expand cash flow from those existing assets.

These assets typically are natural resources assets (including real estate and mining permits), patents, intellectual property, and emerging technologies.

Coking Coal Financing LLC was acquired in April 2022 for the purpose of holding energy contracts.

RMC Environmental Services LLC was formed in August 2022 to conduct environmental consulting and services.

Emerging growth company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation

The Company’s financial statements subsidiaries include the accounts of the Company and the merged corporation RMC, and RMC’s wholly owned subsidiary, RMC Environmental Services LLC (“RMC ES”) All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The preparation of financial statements in conformity with United States generally accepted accounting principles (“U.S.

GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Net income per share

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Earnings per share is computed by dividing net income by the weighted average number of common stock outstanding during the period, excluding common stock subject to forfeiture.

At December 31, 2023 and 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company.

As a result, diluted income per share is the same as basic income per share for the periods presented.

Risk and Uncertainties

The Company’s business and operations are sensitive to general business and economic conditions in the United States along with local, state, and federal governmental policy decisions.

A host of factors beyond the Company’s control could cause fluctuations in these conditions, including but not limited to credit risk, and changes to regulations governing the Company’s industry.

Adverse developments in these general business and economic conditions could have a material adverse effect on the Company’s financial condition and the results of its operations.

Earnings Per Share

The Company’s basic earnings per share (“EPS”) amounts have been computed based on the average number of shares of common stock outstanding for the period and include the effect of any participating securities as appropriate.

Diluted EPS includes the effect of the Company’s outstanding stock warrants, if inclusion of these items is dilutive.

Related Party Policies

In accordance with FASB ASC 850 related parties are defined as either an executive, director or nominee, greater than 10% beneficial owner, or an immediate family member of any of the proceeding.

In accordance with ASC 850, “Related Parties” are defined as either an executive, director or nominee, greater than 10% beneficial owner, or an immediate family member of any of the proceeding.

Transactions with related parties are reviewed and approved by the directors of the Company, as per internal policies.

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As of December 31, 2024 and 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Restricted Cash

RMC has $ 176,800 in restricted cash that is at deposit with the Kentucky State Treasurer that serves as a performance bond required for a mining permit held by McCoy Elkhorn Coal LLC.

The following table sets forth a reconciliation of cash and restricted cash reported in the consolidated balance sheet that agrees to the total of those amounts as presented in the consolidated statement of cash flows for the periods ended December 31, 2023 and 2022.

At December 31, 2024 and 2023, RMC has $ 195,350 and $ 176,800 , respectively in restricted cash that is at deposit with the Kentucky State Treasurer that serves as a performance bond required for a mining permit held by McCoy Elkhorn Coal LLC.

The following table sets forth a reconciliation of cash, cash equivalents, and restricted cash reported in the consolidated balance sheet that agrees to the total of those amounts as presented in the consolidated statement of cash flows for the years ended December 31, 2024 and 2023.

Cash and Cash Equivalents

Restricted Cash

Total cash and restricted cash presented in the statement of cash flows

Total Cash, Cash Equivalents, and Restricted Cash presented in the Statement of Cash Flows

Allowance for Credit Losses

In June 2016, the FASB issue d guidance (FASB ASC 326) which significantly changed how entities will measure credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income.

In June 2016, FASB issued guidance ASC 326, “Credit Losses” which significantly changed how entities will measure credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income.

The most significant change in this standard is a shift from the incurred loss model to the expected loss model.

Under the standard, disclosures are required to provide users of the financial statements with useful information in analyzing an entity’s exposure to credit risk and the measurement of credit losses.

Financial assets held by the Company that are subject to the guidance in FASB ASC 326 were trade accounts receivable and other accounts receivable, including interest, fee, convertible notes, and notes receivable.

Financial assets held by the Company that are subject to the guidance in ASC 326 were trade accounts receivable and other accounts receivable, including interest, fees, rental income, convertible notes, and notes receivable.

We adopted the standard effective January 1, 2023.

The impact of the adoption was not considered material to the financial statements and primarily resulted in new/enhanced disclosures only.

Allowance for credit losses as of December 31, 2023 and 2022 amounted to $ 0 for both periods.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Allowance for credit losses amounted to $ 0 for both years ended December 31, 2024 and 2023.

Property and Equipment

The Company records property and equipment at cost.

For tools, machinery & equipment, depreciation is calculated using the straight-line method over the estimated useful lives of the assets.

Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

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

If these assets are determined to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair market value of the assets.

There was no impairment loss recognized during the periods ending December 31, 2024 and 2023, respectively.

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

The estimated useful lives are as follows:

Tools, Machinery & Equipment

Beneficial Conversion Features of Convertible Securities

Conversion options that are not bifurcated as a derivative pursuant to ASC 815 and not accounted for as a separate equity component under the cash conversion guidance are evaluated to determine whether they are beneficial to the investor at inception (a beneficial conversion feature) or may become beneficial in the future due to potential adjustments.

The beneficial conversion feature guidance in ASC 470-20 applies to convertible stock as well as convertible debt which are outside the scope of ASC 815.

Conversion options that are not bifurcated as a derivative pursuant to ASC 815, “Derivatives and Hedging” and not accounted for as a separate equity component under the cash conversion guidance are evaluated to determine whether they are beneficial to the investor at inception (a beneficial conversion feature) or may become beneficial in the future due to potential adjustments.

The beneficial conversion feature guidance in ASC 470-20, “Debt with Conversion and Other Options” applies to convertible stock as well as convertible debt which are outside the scope of ASC 815.

A beneficial conversion feature is defined as a nondetachable conversion feature that is in the money at the commitment date.

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The conversion feature is linked to the Company’s own equity value, therefore there is no requirement to quantify the beneficial conversion feature.

All convertible notes outstanding were converted at the date of business combination.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

All convertible notes outstanding were converted at the date of business combination on November 1, 2023.

Principal and accrued interest were converted into common shares at $ 6.50 per share.

Loan Issuance Costs and Convertible Note Discounts

Loan Issuance Costs and Convertible Note Discounts are amortized using the effective interest method.

Amortization expense of $ 351,460 , which was included in convertible debt interest of $ 709,388 for the year ended December 31, 2023.

Amortization expense of the debt discount for the convertible debt of $ 0 and $ 351,460 , which was included in interest expense of $ 135,381 and $ 715,101 , for the years ended December 31, 2024 and 2023, respectively.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606 from services provided when (a) persuasive evidence that an agreement exists;

The Company recognizes revenue in accordance with ASC 606, “Revenue Recognition” from services provided when (a) persuasive evidence that an agreement exists;

(b) the products or services has been delivered or completed;

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Our revenue is comprised of the performance of environmental services and royalty and lease revenue governed by the underlying contracts.

The Company only has one reportable revenue segment.

As of December 31, 2024, all the revenue generating activity is undertaken in eastern Kentucky, Indiana, and Limpopo, South Africa.

In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (“ASU 2016-02).

ASU 2016-02, along with related amendments issued from 2017 to 2018 (collectively, the “New Leases Standard), requires a lessee to recognize a right-of-use asset and a lease liability on the balance sheet.

The Company adopted ASU 2016-02 upon inception.

The Company leases certain land and office space under noncancelable operating leases, typically with initial terms of 5 to 21 years .

Right to use assets recorded on the balance sheet as of December 31, 2023, associated with these leases amounted to $ 453,686 .

Right to use liabilities recorded on the balance sheet as of December 31, 2023, associated with these leases amounted to $ 452,585 .

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Deferred revenue of $ 17,643 was recorded at both years ended December 31, 2023 and 2022.

This deferred revenue consisted of an agreement with McCoy Elkhorn Coal LLC (“McCoy”).

Deferred revenue of $ 17,643 and $ 0 , respectively was recognized during the years ended December 31, 2024 and 2023.

The following table disaggregates our revenue by major service line for the years ended:

Environmental Services

Rental Income

Total Revenue

Interest Income from Interest Bearing Accounts

Notes Receivable Interest Income

Income from Investment

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, "Derivatives and Hedging".

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

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Warrant Liability

The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities.

The Company accounts for the Warrants in accordance with the guidance contained in ASC 815 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities.

Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period.

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For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Stock-based Compensation

Stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as expense over the applicable vesting period of the stock award (generally 0 to 3 years) using the straight-line method.

Stock-based compensation to board members is accounted for under ASC 718, “Compensation-Stock Compensation”.

Stock-based compensation expense related to stock awards granted to a board member is recognized based on the grant-date estimated fair values of the awards using the Black Scholes option pricing model (“Black Scholes”).

The value is recognized as expense ratably over the requisite service period, which is generally the vesting term of the award.

We adjust the expense for actual forfeitures as they occur.

Stock-based compensation expense is classified in the accompanying consolidated statements of operations based on the function to which the related services are provided.

Black-Scholes requires a number of assumptions, of which the most significant are expected volatility, expected option term (the time from the grant date until the options are exercised or expire) and risk-free rate.

Expected volatility is determined using the historical volatility for the Company.

The risk-free interest rate is based on the yield of US treasury government bonds with a remaining term equal to the expected life of the option.

Expected dividend yield is zero because the Company has never paid cash dividends on common shares.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

The Company uses the liability method of accounting for income taxes as set forth in ASC 740, “ Income Taxes” .

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federal and various state income tax returns.

The Company was formed in 2021 and has not been required to file any tax returns.

The Company was formed in 2021 and has filed all required tax returns.

All tax periods since inception remain open to examination by the taxing jurisdictions to which the Company is subject.

The provision for income taxes was deemed to be de minimis for the year ending December 31, 2023.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

The provision for income taxes was deemed to be de minimis for the years ending December 31, 2024 and 2023.

Recently Issued Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

In November of 2023, the FASB issued ASU 2023-07, “Segment Reporting 280:

Improvements to Reportable Segment Disclosures”.

ASU 2023-07 increases the disclosures about a public entity’s reportable segments.

Under ASU 2023-07, a public entity would be required to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), a description of other segment items by reportable segment, annual disclosures about a reportable segment’s profit or loss and assets required by 280 in interim periods, any additional measures of a segment’s profit or loss used by the CODM to allocate resources, and the title and position of the CODM.

ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

ASU 2023-07 allows for early adoption and requires retrospective adoption.

The Company has adopted this guidance for the year ending December 31, 2024.

The application of this new guidance is not expected to have a material impact on the Company’s consolidated financial condition, results of operations, or cash flows, as the guidance pertains to disclosure only.

In December of 2023, FASB issued ASU No.

2023-09, “Income Taxes (740):

Improvements to Income Tax Disclosures” ASU 2023-09.

Under ASU 2023-09, a public entity will be required to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold, such as if the effect of the reconciling item is equal to or greater than five percent of the amount computed by multiplying pretax income/loss by the applicable statutory income tax rate.

Entities would also have to disclose the amount of income taxes paid disaggregated by federal, state, and foreign taxes and the amount of income taxes paid disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than five percent of total income taxes paid, along with income/loss from continuing operations before income tax expense disaggregated between domestic and foreign and income tax expense from continuing operations disaggregated by federal, state, and foreign.

ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024.

ASU 2023-09 allows for early adoption for annual financial statements that have not yet been issued and allows retrospective and prospective adoption.

The Company will adopt this guidance beginning with its fourth quarter ending December 31, 2025.

Reclassification of Prior Year Presentation

Certain prior year amounts have been reclassified for consistency with the current year presentation.

These reclassifications had no effect on the reported results of operations.

NOTE 3 – BUSINESS COMBINATION

On October 31, 2023, we consummated the business combination, or the Business Combination, contemplated by the Agreement and Plan of Merger, with RMC Sub Inc.

(“Merger Sub”), a wholly-owned subsidiary of American Acquisition Opportunity Inc.

(“AMAO”), a special purpose acquisition company, which is our predecessor, and Royalty Management Co.

(“Legacy Royalty”).

Pursuant to the Merger Agreement, Merger Sub was merged with and into Legacy Royalty, with Legacy Royalty surviving the merger as a wholly owned subsidiary of AMAO (the “Business Combination”).

Upon the closing of the Business Combination, AMAO changed its name to Royalty Management Holdings Co.

with its Class A common stock continuing to be listed on Nasdaq under the ticker symbol “RMCO,” its warrants continuing to be listed on Nasdaq under the symbol “RMCOW.

Royalty Management Holding co.

became the successor entity to AMAO pursuant to Rule 12g-3(a) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

All Round A Convertible Debt notes, accrued interest, and warrants were converted into 539,736 shares of Class A Common Stock of RMCO at the date of Business Combination.

At the closing of Business Combination, all shares of Class B Common Stock were automatically converted into 3,076,500 shares of Class A Common Stock.

RMCO filed an amended and restated certificate of incorporation that removed the Class B Common Stock from the authorized capitalization of the Company.

Legacy Royalty shareholders of stock were exchange those shares for RMCO shares at a rate of 1 private company share for 1.5 shares of public company shares .

NOTE 4 – INVESTMENTS IN CORPORATIONS AND LLCS

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FUB Mineral LLC

MaxPro Investment Holdings

Ferrox Holdings Ltd.

Total Investments in Corporations and LLCs

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As such, the investment in FUB will be accounted for using the equity method of accounting.

On February 1, 2022, the Company invested an additional $ 200,000 into FUB Mineral LLC through the purchase of debt held in that entity, resulting in the current Company’s ownership of 41.75 % of FUB.

The Company recorded passthrough activity of $ 0 and $ 165,604 , for the periods ended December 31, 2023 and 2022, respectively.

MaxPro Investment Holdings

On February 1, 2022, the Company invested an additional $ 200,000 into FUB through the purchase of debt held in that entity, resulting in the current Company’s ownership of 41.75 % of FUB.

The Company recorded passthrough activity of $ 5,491 and $ 13,147 , for the years ended December 31, 2024 and 2023, respectively.

Ferrox Holdings Ltd.

On December 23, 2022, the Company entered into an agreement with Maxpro Invest Holdings Inc.

(“Maxpro”) to purchase from Maxpro the sum of 95,000,000 Class A Common Stock of Ferrox Holdings Ltd.

that was owned by Maxpro.

(“Ferrox”) that was owned by Maxpro.

RMC has a 9.9 % ownership interest in Ferrox.

As such, the investment in Ferrox will be accounted for using the cost method of accounting.

The consideration paid to Maxpro for those shares was the sum of 627,806 shares of common stock of the Company.

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Heart Water Inc.

Ferrox Holdings Ltd.

Advanced Magnetic Lab, Inc.

2 unchanged sentences

On December 2, 2022, the Company advanced $ 100,000 to Heart Water Inc.

in exchange for a Convertible Promissory Note issued to the Company.

The Convertible Promissory Note carries an 8.0 % annual interest rate.

Concurrently, the Company and Heart Water entered into an agreement whereby the Company has the ability to invest in certain development projects of Heart Water in exchange for a per-gallon of water payment from the water that is captured and sold from the project.

(“HW”) in exchange for an Unsecured Convertible Promissory Note issued to the Company.

The Unsecured Convertible Promissory Note carries an 8.0 % annual interest rate and is unsecured and has no guarantees.

The HW Convertible Promissory Note converts into HW common stock at a price equal to 80% of the price per share paid by the investors in the next round of HW financing.

The maturity date of the HW Convertible Promissory Notes is October 6, 2028.

Concurrently, the Company and HW entered into an agreement whereby the Company has the ability to invest in certain development projects of HW in exchange for a per-gallon of water payment from the water that is captured and sold from the project.

An additional $ 650,000 was advanced in exchange for Convertible Promissory Notes during 2023.

NOTE 4 – CONVERTIBLE NOTES RECEIVABLE (cont.)

Ferrox Holdings Ltd.

In March 2022 and September 2022, the Company made a series of investments totaling $ 250,000 into convertible debt of Ferrox.

The convertible debt holds a 7.0 % annual interest rate, compounded annually, and is convertible into common stock of Ferrox at $ 0.15 per share.

The convertible debt is unsecured and has no guarantees.

As part of its investment in the convertible debt of Ferrox, the Company also received an additional 833,335 common shares of Ferrox at the time of investment.

Advanced Magnetic Lab, Inc.

On December 21, 2022, Advanced Magnetic Lab, Inc.

(or AML) issued a Convertible Promissory Note to the Company in the amount of $ 250,000 .

(“AML”) issued a Convertible Promissory Note to the Company in the amount of $ 250,000 .

Additional Convertible Promissory Notes were subsequently issued by AML to the Company in the amount of $ 50,000 each on February 21, 2023, March 20, 2023, and May 5, 2023.

The Convertible Promissory Notes carry a 10.0% annual interest rate, compounded monthly, and has the ability to convert into a maximum of 166,667 common stock of AML or repaid at maturity, which is twenty-four months after issuance.

Concurrently, the Company and AML entered into a royalty agreement whereby the Company will receive between 0.5% and 1.5% of the sales revenue received from sales of product(s) developed under a Technology Development and Services Agreement .

Additional Convertible Promissory Notes were issued in the amount of $ 15,000 each on March 20, 2024 and June 11, 2024.

The Convertible Promissory Notes carry a 10.0 % annual interest rate, compounded monthly, and has the ability to convert into common stock of AML at a rate of $ 1.50 per share, or repaid at maturity, which is twenty-four months after issuance.

The Convertible Promissory Notes are unsecured and have no guarantees.

Concurrently, the Company and AML entered into a royalty agreement on December 21, 2022, whereby the Company will receive between 0.5% and 1.5% of the sales revenue received from sales of product(s) developed by AML from the use of the proceeds from the Convertible Promissory Notes .

NOTE 6 – NOTES RECEIVABLE

Notes receivable as of December 31, 2024 and 2023 consisted of the following:

Ferrox Holdings Ltd

Texas Tech University Note

McCoy Elkhorn Coal LLC

American Resources Corporation

Mining & Equipment Ltd.

Total Notes Receivable

Ferrox Holdings Ltd.

In March 2022 and September 2022, the Company made a series of investments totaling $ 250,000 into convertible debt of Ferrox Holdings, Ltd (Ferrox).

The convertible debt holds a 7.0 % annual interest rate, compounded annually, and is convertible into common stock of Ferrox at $ 0.15 per share.

As part of its investment in the convertible debt of Ferrox, the Company also received an additional 833,335 common shares of Ferrox at the time of investment.

Texas Tech University

On July 31, 2022, the Company purchased certain payments that are owed to Texas Tech University from a third party for the agreement to participate in sponsored research services performed by Texas Tech University and agreed to assume responsibility for those payments.

The payments that were due to Texas Tech University amounted to $ 184,662 .72 and the Company has since paid $ 100,000 of that amount so far on behalf of the third party.

A note payable between the Company and the third party was created to reflect the assumption by the Company of these payments and the note pays interest.

McCoy Elkhorn Coal LLC

On May 20, 2022, the Company entered into an agreement to fund the development of a series of coal mines located in Pike County, Kentucky in exchange for a promissory note to repay the Company its capital invested, plus interest, and then an ongoing overriding royalty from coal sold from the mines.

$ 117,623 plus interest of $ 17,643 has been funded by the Company under this contract thus far.

The operator of the property is a related entity and is described more in Note 13.

American Resources Corporation

On July 31, 2022, the Company purchased certain payments that are owed to Texas Tech University (“TTU”) from American Resources Corporation for the agreement to participate in sponsored research services performed by TTU and agreed to assume responsibility for those payments.

The payments that were due to TTU amounted to $ 100,000 and the Company has since paid $ 56,578 of that amount so far on behalf of American Resources Corporation.

A note payable between the Company and ARC was created to reflect the assumption by the Company of these payments and the note pays interest of 7.0 % interest rate, compounded quarterly.

The note originally matured on July 31, 2024, but was extended on July 30, 2024 to mature on July 31, 2026 .

There are no collateral or guarantees.

The operator of the technology is a related entity and is described more in Note 13.

Mining & Equipment Ltd.

On February 2, 2024, February 29, 2024, April 4, 2024, May 7, 2024, and June 14, 2024, the Company invested the amount of $ 10,000 each into T.R.

Mining & Equipment Ltd.

in the form of Promissory Notes and a royalty payable to the Company on all products and materials sold from the permit over the life of the permitted resource.

The Promissory Notes hold a 10.0 % annual interest rate, compounded monthly, and matures on December 31, 2025 .

The Royalty Agreement provides the Company with a perpetual royalty of 10.0 % of all sales of ores that are mined and sold from the permitted resource.

The operator is a related entity and is described more in Note 13.

NOTE 7 – INTANGIBLE ASSETS

1 unchanged sentence

Mining Permit Package

Energy Technologies Inc

Coking Coal Financing LLC

Coking Coal Leasing LLC

RMC Environmental Services LLC

Texas Tech University

Heliponix LLC

Reelement Technologies Corporation

Accumulated Amortization

Total Intangible Assets

NOTE 6 – INTANGIBLE ASSETS (cont.)

Amortization expense - Intangible Assets totaled $ 103,885 and $ 28,658 as of December 31, 2023 and 2022, respectively.

As of December 31, 2023, future amortization expense are as follows:

2028 and thereafter

Amortization expense - Intangible Assets totaled $ 56,846 and $ 67,386 for the years ended December 31, 2024 and 2023, respectively.

Land Betterment Exchange (LBX)

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The intangible will be treated as an indefinite lived asset.

Pursuant to ASC 350-30-35-20, “Intangibles – Goodwill and Other” subsequent re-evaluation of the assigned value is not permitted.

However, this does not prohibit the Company from recognizing effects of future transactions of the LBX token should they occur.

Mining Permit Package

On January 3, 2022, the Company entered into an agreement with a Kentucky licensed engineer to create three coal mining permits for the total payment of $75,000, payable in equal weekly installments over the course of 36 weeks.

The permits will be held in the name of American Resources Corporation, or its subsidiaries, and the Company will receive an overriding royalty in the amount of the greater of $0.10 per ton or 0.20% of the gross sales price of the coal sold from the permit .

The permits will be held in the name of American Resources Corporation, a related party, or its subsidiaries, and the Company will receive an overriding royalty in the amount of the greater of $0.10 per ton or 0.20% of the gross sales price of the coal sold from the permit.

The intangible will be amortized over its initial 10 year contract period .

2 unchanged sentences

The intangible will be amortized over its initial 30 year contract period.

$ 117,623 .17 has been funded by the Company under this contract thus far.

The operator of the property is a related entity and is described more in Note 13.

The intangible will be amortized over its initial 15 year anticipated mine life.

Energy Technologies Inc

On September 30, 2022, the Company entered into an agreement to purchase, for the consideration of $ 52,700 , a partial interest in a density gauge analyzer that is manufactured by Energy Technologies, Inc.

and will be repaid to the Company on a per ton of coal basis from coal sold by using the density gauge analyzer.

The operator of the technology is a related entity and is described more in Note 13.

The intangible will be amortized over the 5 year useful life period of the underlying equipment.

NOTE 6 – INTANGIBLE ASSETS (cont.)

Coking Coal Financing LLC

On April 15, 2022, the Company entered into a membership interests purchase agreement with ENCECo, Inc., the sole owner and member of Coking Coal Leasing LLC (“CCL”), whereby the Company issued 236,974 shares to ENCECo, Inc.

for the purchase of purchase of CCL.

Coking Coal Leasing LLC

On April 15, 2022, the Company entered into a purchase agreement with ENCECo, Inc., (“ENCECo”) the sole owner and member of Coking Coal Leasing LLC (“CCL”), whereby the Company issued 236,974 shares of its Class A Common Stock to ENCECo, Inc.

for the purchase of the assets and interests in CCL.

As part of this transaction, the Company, through CCL, purchased a contract to manage the electrical power account for a coal mining complex located in Perry County, Kentucky.

The fee for managing this contract payable to the Company is $ 5,000 per month.

The intangible will be treated as an indefinite lived asset.

The intangible will be treated as an indefinite lived asset as the ongoing monthly fees will continue as long as the permits remain.

NOTE 7 – INTANGIBLE ASSETS (cont.)

RMC Environmental Services LLC

On August 17, 2022, the Company formed RMC Environmental Services LLC as a wholly owned subsidiary of the Company for the purpose of purchasing certain rights to operate a clean fill landfill located in Hamilton County, Indiana that pays RMC Environmental Services for each load of clean fill material that is disposed on, or removed from, the landfill.

On August 17, 2022, the Company formed RMC ES as a wholly owned subsidiary of the Company for the purpose of purchasing certain rights to operate a clean fill landfill located in Hamilton County, Indiana that pays RMC ES for each load of clean fill material that is disposed on, or removed from, the landfill.

The consideration paid by the Company was $ 225,000 for the rights to operate this business.

The intangible will be amortized over its initial 5 year contract period.

On July 15, 2022, the Company entered into a Honey Royalty Agreement whereby the Company will purchase apiaries for the use of Land Betterment Corporation and the Company will be paid $1.00 per pound of salable honey sold or used by Land Betterment from the purchased apiaries .

The operator of Pollinate is a related entity and is described more in Note 13.

The intangible will be treated as an indefinite lived asset.

NOTE 7 – RIGHT OF USE ASSETS

The right-of-use asset is the Company’s right to use an asset over the life of a lease.

Heliponix LLC

On September 9, 2024, the Company entered into a royalty and unit purchase agreement and assignment agreement with eko Solutions LLC (“eko”) that provided the Company with certain royalty rights originating from a Commercialization Agreement that was previously signed between Heliponix LLC (“ANU”) and eko on June 18, 2024, which granted to eko revenue sharing and royalty rights to seed pod sales produced by ANU.

The Company also received assignment of Class B units in ANU resulting from a previously-executed Equity Award Agreement dated June 10, 2024, whereby ANU issued to eko 6,100 Class B Units.

The Company paid $100,000 to ANU, which thereby relieved eko from having to pay this amount to ANU.

As a result of this consideration paid, eko assigned and set over to RMC 20.0% of the Pod Royalty sales (resulting from the Commercialization Agreement), and 20.0% of the Class B Units (from the Equity Award Agreement, which equates to 1,220 units) .

The intangible will be treated as an indefinite lived asset as the ongoing revenue sharing and royalty rights will remain in place as long as these contracts remain in place.

The value of ANU’s Class B units received by the Company is considered nominal.

Reelement Technologies Corporation

On September 12, 2024, the Company into a Technology Development Services Agreement with ReElement Technologies Corporation (“ReElement”) whereby the Company will pay for certain research and development by ReElement to produce technologies related to the purification and separation of platinum group metals, gold, and silver from ore bodies and recycled products (the “PGM Technology”).

The maximum total fees to be paid by RMC in connection with each of the deliverables and the services is an agreed-to-amount of up to $200,000.

As of December 31, 2024, $ 25,000 has been invoiced and paid.

Concurrently, on September 12, 2024, the Company also entered into a Royalty Agreement with ReElement whereby RMC shall receive a royalty from the gross sales resulting from the use or license of the PGM Technology that is developed from the Technology Development Services Agreement.

This royalty is equal to 5% of the gross sales from the PGM Technology, occurring until RMC receives royalty payments amounting to the service fee, and then a 1.5% royalty occurring through the remainder of the royalty term.

The intangible will be treated as an indefinite lived asset as the ongoing royalty rights will remain in place indefinitely.

As of December 31, 2024, future amortization expense are as follows:

NOTE 8 – PROPERTY AND EQUIPMENT

At December 31, 2024 and 2023, property and equipment were comprised of the following:

Tools, Machinery & Equipment

Accumulated Depreciation

Total Property and Equipment, Net

Depreciation expense amounted to $ 1,586 for both the years ended December 31, 2024, and 2023, respectively.

NOTE 9 – LEASES

The operating right-of-use asset (“ROU”) is the Company’s right to use an asset over the life of a lease.

The asset is calculated as the initial amount of the lease liability, plus any lease payments made to the lessor before the lease commencement date, plus any initial direct costs incurred, minus any lease incentives received.

The Company’s discounted lease payment rate is 10 %, which is the Company’s borrowing rate.

We lease an office from an affiliated entity, LRR, located at 1845 South KY Highway 15 South, Hazard, KY 41701.

The Company leases certain land and office space under noncancelable operating leases, typically with initial terms of 5 to 21 years.

The Company leases an office from an affiliated entity, Land Resources & Royalties (“LRR”), located in Hazard, Kentucky.

We pay $ 250 a month, plus common charges, in rent with an initial lease term of 10 years.

We sublease an office from an affiliated entity, American Resources Corporation, located at 12115 Visionary Way, Ste 174, Fishers, IN 46038.

We pay $ 2,143 .25 a month in rent with an initial lease term of 10 years.

We lease land from an affiliated entity, LRR, located in Pike County, Kentucky.

The Company subleases an office from an affiliated entity, American Resources Corporation (“ARC”), located in Fishers, Indiana.

Historically we have paid $ 2,143 a month in rent, but starting January 2024 that rent was lowered to $ 1,500 per month, with an initial lease term of 10 years.

The Company leases land from an affiliated entity, LRR, located in Pike County, Kentucky.

We pay $ 2,000 a month in rent with an initial lease term of 21 years.

We lease land from an affiliated entity, LRR, located in Hamilton County, Indiana.

The Company leases land from an affiliated entity, LRR, located in Hamilton County, Indiana.

We pay a minimum of $ 2,000 a month in rent or 20 % of the immediately prior month’s total monthly gross revenues from the lessee’s operations.

The initial lease term is 5 years.

At December 31, 2023 and 2022, right of use assets and liabilities were comprised of the following:

Operating lease assets

NOTE 7 – RIGHT OF USE ASSETS (cont.)

NOTE 9 – LEASES (cont.)

As of December 31, 2024 and 2023 right of use assets and liabilities were comprised of the following:

Accumulated Amortization

ROU Assets, Net

Operating Lease Liabilities

For the Years Ended

Expense Classification

Operating Lease Expenses:

Amortization of ROU Assets

General and Administrative

Accretion of Operating Lease Liabilities

General and Administrative

Total Operating Lease Expenses

Other information related to leases is as follows:

Weighted-Average Remaining Lease Term:

Operating Leases (in Years)

Weighted-Average Discount Rate:

Operating Leases

As of December 31, 2024, remaining maturities of lease liabilities were as follows:

2028 and thereafter

NOTE 8 – ROUND A CONVERTIBLE DEBT

As of December 31, 2023 and 2022, the amount outstanding under the Round A Convertible Debt amounted to:

Gross principal value of convertible notes – related party

Gross principal value of convertible notes – non-related party

Unamortized loan discounts

Total convertible notes payable, Net

The principal and any accrued interest in the Round A Convertible Debt has a per share conversion price of $ 6.50 and bear a 10 .0% annual interest rate, compounded calendar quarterly.

Accrued interest of $ 0 was recorded at December 31, 2023.

All convertible debt was converted into common stock at the date of business combination.

Total Lease Payments

Less Imputed Interest

Present Value of Lease Liabilities

NOTE 10 –NOTE PAYABLE - RELATED PARTY

2 unchanged sentences

Unamortized Loan Discounts

Total notes payable – related party, Net

The Note Payable bears a 10.0 % annual interest rate, compounded calendar quarterly.

Accrued interest of $ 310,507 was recorded at December 31, 2023.

The related party note is due two years from the date of issuance and is due in October 2023 .

Total Note Payable – Related Party, Net

As of first quarter 2024, this note will no longer be required to be classified as related party.

At the effective date of our business combination on October 31, 2023, the Manager of Westside Advisors LLC was no longer an officer of the Company.

NOTE 11 –NOTES PAYABLE

As of December 31, 2023 and 2022, the amount outstanding of non-convertible note payable amounted to:

MC Mining Note Payable

Gross principal value of non-convertible notes payable

Total notes payable – related party, Net

As of December 31, 2024 and 2023, notes payable amounted to:

Notes Payable – Round B

Total Notes Payable

As of December 31, 2024, remaining maturities of notes payable were as follows:

2029 and Thereafter

Notes Payable – Round B

These notes bear a 10 % annual interest rate, compounded calendar quarterly.

Accrued interest of $ 32,470 and $ 5,712 was recorded at December 31, 2024 and 2023, respectively.

The notes issued under Round B are due two years from the date of issuance.

Due dates are in October 2025 .

On April 1, 2022, the Company purchased the rights to receive rental income from a related party from property located in Pike County, Kentucky.

2 unchanged sentences

There is no interest due on the unpaid portion of the monthly rental income.

SHAREHOLDERS’ EQUITY

Preferred Stock - The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

At December 31, 2023 there were no shares of preferred stock issued or outstanding.

STOCKHOLDERS’ EQUITY

Preferred Stock - The Company is authorized to issue 10,000,000 shares of “blank check” preferred stock with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s Board of Directors.

On August 30, 2024, the Company amended and restated its Certificate of Incorporation to designate 5,000,000 shares of the Preferred Stock as a newly-designed Series A Preferred Stock.

Series A Preferred Stock will have a $ 1.00 par value, while the remainder of preferred stock will remain at $0.0001.

At December 31, 2024 and 2023, there were 1,607,886 and 0 , respectively, shares of preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $ 0.0001 per share.

Holders of the Company’s Class A common stock are entitled to one vote for each share.

At December 31, 2023, there were 14,270,761 shares of Class A common stock issued and outstanding.

At December 31, 2022, there were 729,817 shares of Class A common stock issued and outstanding.

Class B Common Stock — The Company was previously authorized to issue 10,000,000 shares of Class B common stock with a par value of $ 0.0001 per share.

Holders of the Company’s Class B common stock were entitled to one vote for each share.

At the closing of the Business Combination, we filed an amended and restated certificate of incorporation that eliminated the authorization of the Class B Common Stock.

At December 31, 2022, there were 2,975,000 shares of Class B common stock issued and outstanding, of which 2,875,000 were held by the Sponsor (and of which 375,000 of such shares held by the Sponsor being subject to forfeiture to the extent that the underwriter’s over-allotment option is not exercised in full) so that the Initial Stockholders (exclusive of the holders of Representative Shares) will own 20 % of the issued and outstanding shares after the Initial Public Offering (assuming the Initial Stockholders do not purchase any Public Shares in the Initial Public Offering).

As of December 31, 2023, there were no shares of Class B common stock authorized, issued, or outstanding.

SHAREHOLDERS’ EQUITY (cont.)

Representative Shares

On March 22, 2021, we issued the 100,000 shares of Class B common stock to the representative for nominal consideration (the “Representative Shares”).

The Company accounted for the Representative Shares as an offering cost of the Initial Public Offering, with a corresponding credit to stockholders’ equity.

The Company estimated the fair value of Representative Shares to be $ 1,000 based upon the price of the Founder Shares issued to the Sponsor.

The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination.

In addition, the holders have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period.

The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering pursuant to Rule 5110(e)(1) of FINRA’s NASD Conduct Rules.

Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners.

Founder Shares

On January 22, 2021 the Company issued the Sponsor an aggregate of 2,875,000 shares of Class B common stock (the “Founder Shares”) for an aggregate purchase price of $ 25,000 .

The Founder Shares include an aggregate of up to 375,000 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment is not exercised in full or in part, so that the Sponsor owns, on an as-converted basis, 20 % of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering).

The Sponsor agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of:

(1) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property .

On March 22, 2021, our Sponsor transferred 5,000 shares of Class B common stock with a par value of $ 0.0001 per share to each of three of our independent directors.

The number of shares of Class B common stock that our Sponsor holds after the transfer is 2,860,000 .

At the closing of the Business Combination, all shares of Class B common stock were automatically converted into 3,076,500 shares of Class A common stock, and an amended and restated certificate of incorporation was filed that removed the Class B common stock from the authorized capitalization of the Company.

At December 31, 2024 and 2023, there were 14,958,817 and 14,270,761 , respectively shares of Class A common stock issued and outstanding.

On April 13, 2024, the Company’s Board of Directors unanimously voted to approve a discretionary stock repurchase program.

Under the program, the Company may purchase up to $ 2,000,000 of its Class A common stock over the next 24 months, as market conditions warrant.

The shares may be repurchased in the open market or in privately negotiated transactions, at prices that the Company deems appropriate and subject to market conditions, applicable law and other factors deemed relevant in the Company's sole discretion.

Stock-based Compensation - Effective December 17, 2024, the Board of Directors of the Company adopted a board compensation plan.

The plan provides for the allocation and issuance of stock warrants to directors of the Company for annual compensation for their services on the Company’s Board of Directors.

Total stock-based compensation expense for warrants to directors was $ 6,906 and $ 0 for the years ended December 31, 2024 and 2023, respectively, which was charged to general and administrative expense.

As of December 31, 2024 and 2023, the Company has $ 75,971 and $ 0 , respectively, of unrecognized compensation cost related to unvested stock warrants granted and outstanding, net of estimated forfeitures.

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

The following table summarizes the activity of our stock warrants for the year ended December 31, 2024:

Exercise Price

Life in Years

Outstanding December 31, 2023

Forfeited or Expired

Outstanding December 31, 2024

Exercisable (Vested) - December 31, 2024

RELATED PARTY TRANSACTIONS

4 unchanged sentences

The Company may at times in the future enter into agreements with Land Betterment Corporation, an entity in which Kirk Taylor is a director, President and Chief Financial Officer and Thomas Sauve who is a director and Chief Development Officer.

As of December 31, 2023, the Company had entered into a contractor services agreement with Land Betterment Corporation for environmental services personnel.

The Company has entered into a contractor services agreement with Land Betterment Corporation for environmental services personnel.

The contract called for cost plus 12.5% margin .

American Resources Corporation

The Company may at times enter into agreements with American Resources Corporation and its subsidiaries, an entity in which Thomas Sauve is a director and President, and Kirk Taylor is the Chief Financial Officer.

Westside Advisors LLC

The Company may at times in the future enter into agreements with Westside Advisors LLC, an entity managed by former management of the Company that resigned on October 31, 2023 as part of the Business Combination.

In October 2021, Westside Advisors LLC sold 250,000 LBX Tokens it owned to the Company in exchange for the Round A Convertible Note of $ 2,000,000 and 76,924 warrants (Warrant “A-2”); no cash was part of this consideration.

$ 1,681,756 was outstanding as of December 31, 2022 with no payments in cash of interest or principal paid.

The note carries an interest rate of 10%.

During 2022, $ 318,244 .72 of principal was converted to common shares at a rate of $ 6.50 per share.

On October 31, 2023, the Warrant A-2 was converted into Class A Common Stock of the Company as part of the Business Combination that is owned by Westside Advisors LLC.

T Squared Partners LP

The Company has and may at times in the future enter into agreements with T Squared Partners LP, an entity managed by Westside Advisors LLC.

On October 2, 2021, T Squared Partners LP invested $ 250,000 cash into the Company in the form of the Round A Convertible Note and 9,616 warrants issued under Warrant “A- 1.” On January 31, 2022, T Squared Partners LP invested an additional $ 50,000 cash into the Company in the form of the Round A Convertible Note and 1,924 warrants issued under Warrant “A-5.” 5”, all of which was outstanding as of December 31, 2022 with no payments of interest or principal paid.

The note carries an interest rate of 10%.

On October 31, 2023, as part of the Business Combination, the notes and warrants held by T Squared Partners LP were converted into Class A Common Stock of the Company.

RELATED PARTY TRANSACTIONS (cont.)

White River Holdings LLC

The Company has and may at times in the future enter into agreements with White River Holdings LLC, an entity managed by former management of the Company that resigned on October 31, 2023 as part of the Business Combination.

On January 1, 2022, the Company entered into a consulting agreement with White River Holdings LLC whereby we paid White River Holdings a monthly consulting fee of $ 6,250 , effective January 1, 2022, for 12 months.

This consulting fee is not payable in cash to the Company until we raise a minimum of five million dollars of external capital.

On February 1, 2022, White River Holdings LLC invested $ 10,000 cash into the Company in the form of the Round A Convertible Note and 385 warrants issued under Warrant “A-6.” On November 1, 2023, as part of the Business Combination, the notes and warrants held by White River Holdings LLC were converted into Class A Common Stock of the Company.

The Company may at times enter into agreements with American Resources Corporation (“ARC”) and its subsidiaries and affiliates, including McCoy Elkhorn Coal LLC and Perry County Resources LLC, an entity in which Thomas Sauve is a director and President, and Kirk Taylor is the Chief Financial Officer.

First Frontier Capital LLC

The Company may at times enter into agreements with First Frontier Capital LLC, an entity managed and beneficially owned by Thomas Sauve, Chief Executive Officer and Chairman of the Company.

The Company may at times enter into financing agreements with First Frontier Capital LLC, an entity managed and beneficially owned by Thomas Sauve, Chief Executive Officer of the Company.

On February 1, 2022, First Frontier Capital LLC invested $ 10,000 cash into the Company in the form of the Round A Convertible Note and 385 warrants issued under Warrant “A-7.” On October 31, 2023, as part of the Business Combination, the notes and warrants held by First Frontier Capital LLC were converted into Class A Common Stock of the Company.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers could, but were not obligated to, loan the Company funds as may be required, of which up to $ 1,500,000 of such loans may be convertible into warrants at a price of $ 1 .00 per warrant (“Working Capital Loans”).

From inception to date, $ 760,000 has been advanced and repaid and as of December 31, 2022, $ 0 is outstanding.

The advance bears no interest rate.

Mining & Equipment Ltd.

The Company may at times enter into agreements with T.

Mining & Equipment Ltd., an entity owned 51 % by a subsidiary of American Resources Corporation.

Administrative Services Arrangement

1 unchanged sentence

The Company agreed to pay the Sponsor $ 10,000 per month for these services.

As of December 31, 2022 and October 31, 2023, the effective date of the business combination and termination of the services agreement, $ 120,000 and $ 220,000 , respectively is accrued and owed under this agreement.

At the date of business combination, the services agreement terminated.

As of both years ended December 31, 2024 and 2023, $ 120,000 , is accrued and owed under this agreement.

Promissory Note — Related Party

2 unchanged sentences

From inception to date, $ 485,900 was advanced and repaid.

As of December 31, 2022 December 31, 2023, $ 239,825 and $ 291,243 is outstanding, respectively.

As of both years ended December 31, 2024 and 2023, $ 261,243 is outstanding.

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.

12 unchanged sentences

All years are open to examination as of December 31, 2024.

Warrants —Public Warrants may only be exercised for a whole number of shares.

Upon the Company initial capitalization, private warrants were issued to its founding investors.

Upon the Company’s initial public offering, public warrants were issued to the participating investors.

Details of each are below.

Public Warrants may only be exercised for a whole number of shares.

No fractional shares will be issued upon exercise of the Public Warrants.

3 unchanged sentences

No warrant will be exercisable, and the Company will not be obligated to issue a Class A common stock upon exercise of a warrant unless the Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

WARRANTS (cont.)

The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants.

2 unchanged sentences

Notwithstanding the above, if shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

WARRANTS (cont.)

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

10 unchanged sentences

Accordingly, the Public Warrants may expire worthless.

In addition, if (x) the Company issues additional Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $ 9.20 per Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day after the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price.

In addition, if (a) the Company issues additional Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $ 9.20 per Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s Board of Directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (b) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (c) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day after the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price.

WARRANTS (cont.)

The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the Class A common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

1 unchanged sentence

If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

WARRANTS (cont.)

The Company uses the black Scholes option pricing model to value its warrants and options.

7 unchanged sentences

Life in Years

Exercisable (vested) - December 31, 2021

Forfeited or Expired

Outstanding December 31, 2023

Exercisable (Vested) - December 31, 2023

Forfeited or Expired

Outstanding December 31, 2024

3 unchanged sentences

Life in Years

Exercisable (vested) - December 31, 2021

Forfeited or Expired

Outstanding December 31, 2023

2,262,696 .58

Exercisable (Vested) - December 31, 2023

2,262,696 .58

Forfeited or Expired

Outstanding December 31, 2024

5 unchanged sentences

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

FAIR VALUE MEASUREMENTS (cont.)

Quoted prices in active markets for identical assets or liabilities.

3 unchanged sentences

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At December 31, 2023, the Company is the holder of 250,000 LBX Tokens which were initially recorded at their purchase price of $ 8 per token.

During 2022 and 2023, the value of the LBX Tokens were written to $ 0 to reflect that there was no market for the tokens.

On October 18, 2021, the Company acquired 250,000 LBX Tokens which were initially recorded at their purchase price of $ 8 per token.

During 2022, the value of the LBX Tokens were written to $ 0 to reflect that there was no market for the tokens.

No cash consideration was given but a convertible note in the amount of $ 2,000,000 and 76,924 warrants (Warrant “A-2”) were issued to Westside Advisors LLC.

The note remains outstanding, and the warrants were converted into shares of the Company as part of the Business Combination on October 31, 2023.

At December 31, 2023 and 2022, assets held in the Trust Account were comprised of $ 0 and $7,613,762 in money market funds which are invested primarily in U.S.

Treasury Securities.

All funds were withdrawn upon business combination.

The following table presents information about the Company’s assets, liabilities and redeemable class A common that are measured at fair value on a recurring basis at December 31, 2023 and 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Marketable securities held in Trust Account

The note and the warrants were converted into shares of the Company as part of the Business Combination on October 31, 2023.

The balance is $ 0 and $ 1,681,755 at the years ended December 31 2024, and 2023, respectively.

The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2024 and 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Warrant Liability – Public Warrants

Warrant Liability – Private Warrants

Commitments and Contingencies:

Class A Common Stock

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our accompanying December 31, 2023 and December 31, 2022 consolidated balance sheets.

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our accompanying December 31, 2024 and 2023 consolidated balance sheets.

The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statement of operations.

FAIR VALUE MEASUREMENTS (cont.)

The Private Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement.

4 unchanged sentences

For periods subsequent to the detachment of the warrants from the Units, the close price of the public warrant price was used as the fair value as of each relevant date.

The decrease in the fair value of the warrant liability from the date of the Private Placement (March 19, 2021) to December 31, 2022 reflects a change in the estimated fair value per private warrant for the period from $ 0.95 to $ 0.026 and per public warrant for the period from $ 0.94 to $ 0.021 .

FAIR VALUE MEASUREMENTS (cont.)

The following tables present the changes in the fair value of warrant liabilities:

1 unchanged sentence

Change in Valuation Inputs or Other Assumptions

( 2,161,510 )

( 2,926,119 )

( 5,087,629 )

Fair Value as of December 31, 2023

9 unchanged sentences

In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement of which this prospectus forms a part.

SEGMENT REPORT

The Company operates and evaluates its business as a single reportable segment.

This segment invests or purchases assets that have near and medium-term income potential to provide the Company with accretive cash flow from which it can reinvest in new assets or expand cash flow from those existing assets.

This single segment is identified because it engages in business activities in which it generates revenues and expenses, its performance is reviewed by the Company’s Chief Executive Officer who is the chief operating decision maker (“CODM”), and it has distinct financial information available.

The CODM assesses performance of the reportable segment and decides how to allocate resources based on consolidated net income, which is also reported on the consolidated statements of operations.

The CODM uses this information to compare actual results against expectations in assessing the performance of the segment.

The Company’s long-lived assets and its revenues are located in the United States.

The accounting policies of the reportable segment are the same as those described in Note 2.

The total segment assets are the same as the consolidated total assets reported on the consolidated balance sheets.

Refer to the consolidated statements of operations for the details of this reportable segment.

SUBSEQUENT EVENTS

On February 1, 2024, the Company entered into an agreement with T.R.

Mining & Quarry Ltd., a Jamaican-based company (T.R.

Mining), to provide a loan to T.R.

Mining of up to $100,000 in exchange for an overriding royalty on all minerals extracted from T.R.

Mining’s exclusive prospecting license and any successor permit.

$20,000 of that note has been advanced by the Company to T.R.

Mining as of the date of this filing.

On January 29, 2024, 100,000 shares of common stock were issued to KBB Asset Management LLC pursuant to a note conversion.

On February 7, 2024, Daniel Hasler and Gary Ehlebracht both stepped down as an independent directors of the Board of Directors and both Roy Smith and Benjamin Wrightsman were simultaneously appointed to the Board of Directors as independent directors.

Furthermore, Mr.

Smith was appointed as Chairman of the Compensation Committee of the Board of Directors and Mr.

Wrightsman was appointed as Chairman of the Nominating Committee of the Board of Directors

On March 1, 2024, 133,334 shares of common stock were issued to KBB Asset Management LLC pursuant to a note conversion.

On March 11, 2024, the Company deposited $ 5,000 restricted cash with the Kentucky Secretary of State for the benefit of a related party under the Company’s reclamation bonding facility agreement with that party.

On March 19, 2024, the Company issued-a non-convertible promissory note to Westside Advisors in the amount of $ 42,000 .

The note is due two years from the date of issuance on March 19, 2026 .

On March 20, 2024, the Company invested an additional $ 15,000 into Advanced Magnetic Lab, Inc.

under the existing convertible promissory note purchase agreement with that company.

On March 22, 2024, the Company deposited $ 5,000 restricted cash with the Kentucky Secretary of State for the benefit of a related party under the Company’s reclamation bonding facility agreement with that party.

On January 13, 2025, the Company entered into a stock purchase agreement with a shareholder to purchase a total of 161,875 shares of Common Stock at a Purchase Price of $ 121,406 , paid in regular payments of $10,000 per month over the next twelve months with a final payment of $11,406 .

On March 1, 2025, the Company and American Resources Corporation negotiated the settlement of the full amount $ 381,243 that is payable by the Company to American Resources Corporation for the issuance of 381,243 shares of Series A Preferred Stock in the Company.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

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 8. Financial Statements and Supplementary Data