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Item 8. Financial Statements and Supplementary Data

2025-04-15 compared with 2024-12-04 · 224 added, 247 removed, 473 unchanged (50% 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

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

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Royalty Management Holding Corporation (the Company) as of December 31, 2023 and 2022, 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 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 of America.

Emphasis of a matter – 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 has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 2.

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

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.

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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 financial statements are free of material misstatement, whether due to error or fraud.

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.

1 unchanged sentence

Accordingly, we express no such opinion.

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

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.

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San Diego, California

December 3, 2024

March 28, 2025

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

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CONSOLIDATED BALANCE SHEETS

CURRENT ASSETS

Cash and Cash Equivalents

Accounts Receivable

Prepaid Insurance

Interest Receivable

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Notes Receivable

Due from Related Party

Intangible Assets, Net

1 unchanged sentence

Tools, Machinery & Equipment, Net

Operating Lease Right-Of-Use Assets

Total Non-Current Assets

Operating Lease Right-Of-Use Assets, Net

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES

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

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Total Current Liabilities

Convertible Notes Payable, Net

Notes Payable – Related Party, Net

Operating Lease Liabilities, Net

Notes Payable

Operating Lease Liabilities

Notes Payable, Net of Current Portion

Fair Value Liability of Public Warrants

Fair Value Liability of Private Warrants

Total Non-Current Liabilities

TOTAL LIABILITIES

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$ 0.0001 par value;

10,000,000 shares authorized, 0 shares issued and outstanding for 2023 and 2022

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;

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, 14,270,761 and 6,890,281 shares issued and outstanding for 2023 and 2022

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

Retained Earnings (Accumulated Deficit)

Retained Earnings

Total Stockholders’ Equity

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Cost of Revenue

Amortization Expense Intangibles

Intangibles Amortization Expense

Depreciation Expense

General and Administrative

General and Administrative Expenses

Professional Fees

Impairment Loss

( 2,000,000 )

Total Operating Expenses

1 unchanged sentence

NET LOSS FROM OPERATIONS

( 2,280,016 )

OTHER INCOME (EXPENSE)

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Income from Investment

Loss on Warrant Fair Value Adjustment

Gain (Loss) on Warrant Fair Value Adjustment

Interest Expense

Total Other Expense

Total Other Income (Expense)

( 1,113,645 )

Weighted Average Shares Outstanding, Basic and Diluted

Basic and Diluted Net Income Per Ordinary Share

Weighted Average Shares Outstanding, Basic

Net Loss Per Share, Basic

The accompanying footnotes are integral to the consolidated financial statements.

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Balance December 31, 2022

Shares Issued for Services

Common Shares Issued for Purchase of Membership Interest

Common Shares Issued for Conversion of Debt

Common Shares Issued for Purchase of the Payment Rights

Warrants Issued with Convertible Notes

Balance December 31, 2022

$ ( 2,766,749 )

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Reverse Recapitalization on October 23, 2023

( 9,088,572 )

( 3,929,870 )

Warrants Issued with Convertible Notes

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Balance December 31, 2023

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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$ ( 1,113,645 )

Adjustments to Reconcile Net Loss to Net Cash (Used In) Provided By Operations

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

Amortization of Debt Discount

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Amortization of Intangibles

Depreciation Expense

Issuance of Common Shares for Service

Issuance of Preferred Shares for Service

Stock Compensation - Warrants

Impairment Loss on Intangible Asset

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Accounts Receivable

Prepaid Insurance

Interest Receivable

Fee Income Receivable

Due from Related Party

Accounts Payable – Related Party

Accounts Payable

Deferred Income

Due to Related Party

Deferred Revenue

Accrued Expenses

Net Cash (Used In) Provided by Operating Activities

Net Cash Provided by (Used in) Operating Activities

Cash Flows from Investing Activities

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Investments in Convertible Notes Receivable

Withdrawal (Investments) in Notes Receivable

Purchases of Tools, Machinery & Equipment

Purchases of Intangible Assets

Withdrawal from Notes Receivable

Investments in Intangible Assets

Net Cash Used in Investing Activities

Cash Flows from Financing Activities

Proceeds from Reverse Capitalization

Payments on Reverse Capitalization

( 3,929,870 )

Proceeds from Deferred Underwriter Fee

Shares Buyback

Proceeds from Notes Payable

Payments on Notes Payable

Proceeds from Issuance of Convertible Notes

Payments on Convertible Notes

( 1,681,755 )

Proceeds from Convertible Note Conversion

Net Cash Provided by Financing Activities

Net Cash (Used in) Provided by Financing Activities

Net Change in Cash

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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

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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 subsidiaries Coking Coal Leasing LLC (“CCL”), and RMC Environmental Services LLC (“RMC ES”) All significant intercompany accounts and transactions have been eliminated in 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

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Actual results could differ from those estimates.

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

Net Income Per Share

The Company complies with accounting and disclosure requirements of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 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.

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

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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

At December 31, 2023 and 2022, 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

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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 amounted to $ 0 .

NOTE 2 - 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

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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.

Amortization expense of the debt discount for the convertible debt of $ 351,460 and $ 424,922 , which were included in interest expense of $ 715,101 and $7 22,717 , for the years ended December 31, 2023 and 2022, respectively.

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

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

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:

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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.

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.)

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

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

Recently Issued Accounting Pronouncements

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.

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

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.

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

Improvements to Reportable Segment Disclosures” ASU 2023-07.

Improvements to Reportable Segment Disclosures”.

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

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

The Company will adopt this guidance beginning with its fourth quarter ending December 31, 2024.

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.

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

Going Concern

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business within one year after the date the condensed consolidated financial statements are issued.

In accordance with FASB, ASU 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40), our management evaluates whether there are conditions or events, considered in aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.

“As of December 31, 2023, the Company had retained earnings of $ 1,345,849 .

The Company has limited financial resources.

As of December 31, 2023, the Company had a working capital deficit of $ 659,808 and a cash balance of $ 195,486 .

The Company will need to raise additional capital or secure debt funding to support on-going operations.

The sources of this capital are expected to be the sale of equity and debt, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders.

If the Company is unable to access additional capital moving forward, it may hurt the Company’s ability to grow and to generate future revenues, financial position, and liquidity.

These factors raise substantial doubt about the ability of the Company to continue as a going concern.

Unless Management is able to obtain additional financing, it is unlikely that the Company will be able to meet its funding requirements during the next 12 months.

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

NOTE 3 – BUSINESS COMBINATION

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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.

NOTE 5 – CONVERTIBLE NOTES RECEIVABLE (cont.)

Advanced Magnetic Lab, Inc.

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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.

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.

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American Resources Corporation

Mining & Equipment Ltd.

Total Notes Receivable

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$ 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 14, Related Party Transactions.

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

American Resources Corporation

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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, and matures on July 31, 2024.

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

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RMC Environmental Services LLC

Energy Technologies Inc

Heliponix LLC

Reelement Technologies Corporation

Accumulated Amortization

Total Intangible Assets

NOTE 7 – INTANGIBLE ASSETS (cont.)

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

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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 CCL, whereby the Company issued 236,974 shares of its Class A Common Stock to ENCECo, Inc.

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.

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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 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 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.

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 14.

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

It was determined that this asset was not operating according to their plan, the fair value of this asset has been written off in full at the end of 2023.

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:

2028 and Thereafter

NOTE 8 – 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, 2023 and 2022, respectively.

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

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

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Total Property and Equipment, Net

Depreciation expense amounted to $ 1,586 and $ 925 for the years ended December 31, 2023, and 2022, respectively.

The estimated useful lives are as follows:

Tools, Machinery & Equipment

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

NOTE 9 – LEASES

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NOTE 9 – LEASES (cont.)

The components of lease expense included on the Company’s statements of operations were as follows:

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 expense:

Amortization of ROU Asset

Operating Lease Expenses:

Amortization of ROU Assets

General and Administrative

Accretion of Operating Lease Liability

Accretion of Operating Lease Liabilities

General and Administrative

Total Operating Lease Expense

Total Operating Lease Expenses

Other information related to leases is as follows:

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Operating Leases

The future minimum lease payments required under leases as of December 31, 2023 were as follows:

2028 and Thereafter

NOTE 10 – 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 and $ 130,631 was recorded at December 31, 2023 and 2022, respectively.

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

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

Total Lease Payments

Less Imputed Interest

Present Value of Lease Liabilities

NOTE 10 –NOTE PAYABLE - RELATED PARTY

3 unchanged sentences

Total Note Payable – Related Party, Net

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

Accrued interest of $ 310,507 and $ 123,137 was recorded at December 31, 2023 and 2022, respectively.

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

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

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

Notes Payable – Round B

Total Notes Payable – Related Party, Net

Total Notes Payable

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

2029 and Thereafter

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

The rental income is $ 2,500 per month and the consideration paid by the Company to the seller was a total of $ 149,150 , which represents $ 60,000 in cash to be paid to the seller in the form of 80 % of the monthly rental income until the cash consideration is paid in full, plus the issuance of $ 89,150 worth of shares of the Company that will be valued at the same per common share value at the consummation of a transaction that results in the Company becoming publicly traded.

Of the $ 60,000 in cash to be paid to the seller, $ 20,000 and $ 42,000 is outstanding at December 31, 2023 and 2022, respectively.

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

Notes Payable – Round B

3 unchanged sentences

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.

Of the $60,000 in cash to be paid to the seller, $ 0 and $ 20,000 is outstanding at December 31, 2024 and 2023, respectively.

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

STOCKHOLDERS’ 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 and 2022, there were no shares of preferred stock issued or outstanding.

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 6,890,281 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.

STOCKHOLDERS’ 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

7 unchanged sentences

American Resources Corporation

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.

ARC is 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, $ 318,245 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, $ 220,000 and $ 120,000 , 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, 2023 and 2022, $ 261,243 and $ 239,825 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 — On March 17, 2021, we consummated an initial public offering that included the issuance of 4,777,364 publicly traded warrants (the “Public Warrants”) of which all are currently outstanding.

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.

4 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.

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

The significant inputs are as follows:

Expected Dividend Yield

Expected Volatility

Risk-Free Rate

Expected Life of Warrants

Public Warrants

Exercise Price

Life in Years

Outstanding December 31, 2023

Exercisable (Vested) - December 31, 2023

Outstanding December 31, 2024

Exercisable (Vested) - December 31, 2024

Private Warrants

Exercise Price

Life in Years

Outstanding December 31, 2023

Exercisable (Vested) - December 31, 2023

Outstanding December 31, 2024

Exercisable (Vested) - December 31, 2024

FAIR VALUE MEASUREMENTS

8 unchanged sentences

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

FAIR VALUE MEASUREMENTS (cont.)

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

1 unchanged sentence

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.

The balance is $0 at both years ended December 31 2023, and 2022.

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:

1 unchanged sentence

Warrant Liability – Private Warrants

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:

2 unchanged sentences

Fair Value as of December 31, 2023

Fair Value as of January 1, 2024

Change in Valuation Inputs or Other Assumptions

Fair Value as of December 31, 2024

COMMITMENTS AND CONTINGENCIES

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

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.

$10,000 was invested at the time of agreement .

On February 29, 2024, 133,334 shares of common stock were issued to KBB Asset Management LLC pursuant to a note conversion.

On March 1, 2024, the Company invested an additional $ 10,000 in the existing promissory note between the Company and T.R.

Mining & Equipment Ltd.

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 19, 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 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 April 4, 2024, the Company invested an additional $ 10,000 in the existing promissory note between the Company and T.R.

Mining & Equipment Ltd.

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.

SUBSEQUENT EVENTS (cont.)

On April 19, 2024, the Company issued a non-convertible promissory note to Westside Advisors in the amount of $ 15,000 .

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

On April 24, 2024, 150,000 shares of restricted common stock were issued to KBB Asset Management LLC pursuant to an existing promissory note purchase and immediate conversion to shares.

On April 22, 2024, 9,591 shares of common stock were purchased thus far by the Company pursuant to the stock buyback program announced on April 17, 2024.

On May 7, 2024, the Company invested an additional $ 10,000 in the existing promissory note between the Company and T.R.

Mining & Equipment Ltd.

On May 13, 2024, 310,000 shares of restricted common stock were issued to KBB Asset Management LLC pursuant to an existing promissory note purchase and immediate conversion to shares.

On June 10, 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 June 12, 2024, the Company invested an additional $ 10,000 in the existing promissory note between the Company and T.R.

Mining & Equipment Ltd.

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 has a $ 1.00 par value, while the remainder of preferred stock will remain at $ 0.0001 .

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.

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 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 September 30, 2023, $ 25,000 has been invoiced and paid.

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

On October 16, 2024, a former board member of RMC agreed to convert his $ 30,000 of accrued board comp from the periods of 2022 and 2023 into 30,000 shares of the Series A Preferred Stock.

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/A

Item 8. Financial Statements and Supplementary Data