What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-14 compared with 2025-08-14 · 142 added, 128 removed, 202 unchanged (57% of the section changed)

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following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Unaudited

Condensed Financial Statements and the related notes thereto contained in Part I, Item 1 of this Quarterly Report.

Consolidated Financial Statements and the related notes thereto contained in Part I, Item 1 of this Quarterly Report.

The information contained

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corporate headquarters is located in Cleveland, Ohio, with an additional office in Fola, West Virginia.

As of August 14, 2025, we employed

10 full-time employees.

In addition, we have, from time to time, engaged various consultants and professional service firms to provide

us with flexible and experienced resources to advance our corporate objectives in order to maintain a cost-effective overhead structure.

We strive to instill a corporate culture of honesty, integrity and respect while advancing our mission of doing well by doing good.

As of November 14, 2025, we

employed 10 full-time employees.

In addition, we have, from time to time, engaged various consultants and professional service firms

to provide us with flexible and experienced resources to advance our corporate objectives in order to maintain a cost-effective

overhead structure.

We strive to instill a corporate culture of honesty, integrity and respect while advancing our mission of doing

well by doing good.

Investing Strategy

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financial returns for shareholders.

impact investing strategy provides an opportunity for our dedicated team to address pressing environmental, social and economic challenges,

such as air and water pollution, educational inequality and economic disparity, and climate change, through the development and implementation

of innovative and creative solutions.

By actively directing investment capital towards businesses that are working to create positive

environmental, social and economic outcomes, we believe that our impact investing strategy can contribute to an improved people-planet

ecosystem and a healthier and happier way of life.

By actively directing investment capital in a manner intended to create positive environmental, social and economic outcomes, we

believe that our impact investing strategy can contribute to an improved people-planet ecosystem and a healthier and happier way of

have a particular interest in providing environmental and social solutions in economically-disadvantaged regions of the United States.

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two operating business segments are Range Land and Range Services.

Company, through its wholly-owned subsidiary, Range Land, LLC, and its subsidiaries (“Range

Land”), is focused on acquiring former mine lands with the goal of reclaiming and repurposing the

sites for non-fossil fuel uses, including commercial, industrial, residential and recreational developments, with a particular focus

on renewable energy facilities, innovative agricultural installations, and projects focused on improving the quality and condition

of our air, land and waterways.

to industry estimates, Appalachia contains nearly one million acres of abandoned, idled and non-performing mine sites that are burdened

with significant land reclamation and water restoration obligations.

Many of these troubled mine sites are subject to mining permits

and associated reclamation bonds which prevent the land from being repurposed for non-mining uses until the land has been

reclaimed and the permits and bonds have been released by the applicable state’s environmental protection department.

Water quality

is a particularly challenging issue since a permit can only be released if the site has at least 12-months of compliant water samples

without active chemical treatment, which heightens the need for water restoration solutions to help transition former mine land to economically

viable non-mining uses.

Range Land is focused on acquiring

former mine lands with the goal of reclaiming and repurposing the sites for non-fossil fuel uses, including commercial, industrial, residential

and recreational developments, with a particular focus on renewable energy facilities, innovative agricultural installations, and projects

focused on improving the quality and condition of the air, land and waterways.

to industry estimates, Appalachia contains approximately one million acres of abandoned, idled and non-performing mine sites that

are burdened with significant land reclamation and water restoration obligations.

Many of these troubled mine sites are subject to

mining permits and associated reclamation bonds which prevent the land from being repurposed for non-mining uses until the land has

been reclaimed and the permits and bonds have been released by the applicable state’s environmental protection department.

Water quality is a particularly challenging issue since a permit can only be released if the site has at least 12 consecutive

months of compliant water samples without active chemical treatment, which heightens the need for water restoration solutions to

help transition former mine land to economically viable non-mining uses.

Company has assembled the internal resources and capabilities to reclaim land, restore waterways, install innovative water treatment

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In addition, the Company has expertise

in the permit and bond release process, which is critical to unlocking the underlying value of former mine land for non-fossil fuel

Range Land is actively reviewing several mine sites throughout Appalachia to acquire, reclaim and repurpose in order.

September 2023, Range Land, through its wholly-owned subsidiary, CLV Azurite Land, LLC (“CLV Azurite”), acquired over 1,700

in the permit and bond release process, which is critical to unlocking the underlying value of former mine land for non-fossil fuel uses.

Range Land is actively reviewing several mine sites throughout Appalachia to acquire, reclaim and repurpose.

September 2023, the Company acquired over 1,700

acres of surface interest at an idled mine complex in West Virginia.

CLV Azurite is in active discussions with the holder of the permits

We are engaged in active discussions with the holder of the permits

and bonds associated with the acquired land in order that the acquired surface acreage can be repurposed for alternative non-fossil fuel

CLV Azurite is in concurrent active discussions with two experienced and well-capitalized solar developers to convert the former

We also are in concurrent active discussions with two experienced and well-capitalized solar developers to convert the former

mine land into a large solar energy facility on a majority of the acquired surface acreage, as well as additional acreage for commercial,

industrial, recreational and residential development pursuant to which the solar developer would pay a negotiated amount on a per acre

March 31, 2025, the Company, through its wholly-owned subsidiary, Range Sky View Land, LLC (“Range Sky”), acquired 120,154 acres of fee, surface

and mineral interests at the Fola mine complex (“Fola Mine”) located in Clay and Nicholas Counties, West Virginia

pursuant to which the Company acquired 15 mining permits with an estimated reclamation obligation of $29,282,126 and assumed an

obligation to manage an additional 21 mining permits with an estimated reclamation obligation of $13,796,945.

As a result, on March

31, 2025, the Company recorded AROs of $43,079,071 related to the Fola Acquisition and capitalized an equal amount onto the fair

value of the acquired land on that same date.

The Company also assumed two coal royalty contracts and one 25-year solar lease with a

multi-national corporation for the development of a large-scale solar project located on more than 1,500 acres at the Fola

In June 2025, Range Sky

acquired an additional two mining permits at the Fola Mine and assumed an associated coal mining lease (“Winoc

March 31, 2025, the Company acquired 120,154 acres of fee, surface and mineral interests at the Fola mine complex (“Fola

Mine”) located in Clay and Nicholas Counties, West Virginia pursuant to which the Company acquired 15 mining permits with an

estimated reclamation obligation of $29,282,126.

The Company also assumed an obligation to manage an additional 21 mining permits

with an estimated reclamation obligation of $13,796,945.

As a result of these transactions, the Company recorded AROs of $43,079,071 related to the Fola

Acquisition and capitalized an equal amount onto the fair value of the acquired land.

The Company also assumed two

coal royalty contracts and one 25-year lease with a multi-national corporation for the development of a large-scale solar

project located on more than 1,500 acres at the Fola Mine.

June 2025, the Company acquired an additional two mining permits at the Fola Mine and assumed an associated coal mining lease (“Winoc

Acquisition”).

As part of the Winoc Acquisition, the Company recognized an asset retirement obligation of $10,399,477 and

derecognized a reclamation bond obligation of $5,184,920.

As part of the Winoc Acquisition, the Company recognized an asset retirement obligation of $10,399,477 and derecognized

a reclamation bond obligation of $5,184,920.

Services is our operating business segment that provides environmental and operational support services to help reclaim and repurpose

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to ensure the safety, compliance, and regulatory protection of the Company’s land assets.

Company is focused on a large and growing marketplace for impact investing initiatives, and therefore, is anticipated to face competition

Company is focused on a large and growing marketplace for impact investing initiatives, and therefore, faces competition

from a variety of operating businesses and investment funds who are developing similar business plans and operating strategies to satisfy

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to compete effectively in our businesses will depend upon our ability to attract new employees and retain and motivate our existing employees.

The Company has not incurred substantial costs increases driven by inflation.

of Operations

Months Ended June 30, 2025 and June 30, 2024

Company’s revenue for the three months ended June 30, 2025 was $1,391,482 and its gross profit was $508,322.

Months Ended September 30, 2025 and September 30, 2024

Company’s revenue for the three months ended September 30, 2025 was $778,767 and its gross loss was $191,728.

The Company’s

revenue for the three months ended June 30, 2024 was $2,349,738 and its gross loss was $148,929.

revenue for the three months ended September 30, 2024 was $2,171,655 and its gross loss was $392,928.

The significant decrease in revenue

is primarily a result of management’s decision to exit its coal mining business in 2024.

the three months ended June 30, 2025, general and administrative expenses were $624,771, compared to $697,699 for the three months ended

June 30, 2024 (a decrease of $72,928).

General and administrative expenses generally include corporate overhead, salaries and other compensation

costs, financial and administrative contracted services, legal and audit fees, other professional and consulting fees, insurance, marketing,

and travel expenses.

The largest decrease in general and administrative expenses for the three months ended June 30, 2025 compared to

the three months ended June 30, 2024, was attributable to professional and legal fees of $108,446, labor and benefit costs of $35,212,

and insurance costs of $34,663, offset by an increase in stock option expense of $112,500.

the three months ended June 30, 2025, the Company incurred net other expense in the amount of $681,732 compared to $165,175 for the three

months ended June 30, 2024 (an increase of $516,557).

This increase in net other expense was attributable to a deficiency claim on equipment

surrendered of $560,402 and loss on sale of other equipment of $34,012 offset by lower interest expense of $78,342.

loss for the three months ended June 30, 2025 was $798,181 compared to a net loss of $1,225,681 for the three months ended June 30, 2024

the three months ended September 30, 2025, general and administrative expenses were $378,825, compared to $473,942 for the three

months ended September 30, 2024 (a decrease of $95,117).

General and administrative expenses generally include corporate overhead,

salaries and other compensation costs, financial and administrative contracted services, legal and audit fees, other professional

and consulting fees, insurance, marketing, and travel expenses.

The largest decrease in general and administrative expenses for the

three months ended September 30, 2025 compared to the three months ended September 30, 2024, was attributable to decreases in

professional and legal fees of $45,073, labor and benefit costs of $14,051, and insurance costs of $7,538.

the three months ended September 30, 2025, the Company incurred net other expense in the amount of $62,828 compared to $3,873,498 for

the three months ended September 30, 2024 (a decrease of $3,810,670).

This decrease in net other expense was attributable to the loss

on sale of assets, including those related to Collins Building in 2024 of $3,751,680 and lower interest expense of $117,159.

loss for the three months ended September 30, 2025 was $633,381 compared to a net loss of $4,920,338 for the three months ended September

30, 2024 (an improvement of $4,286,957).

Months Ended June 30, 2025 and June 30, 2024

Company’s revenue for the six months ended June 30, 2025 was $2,087,183 and its gross profit was $512,173.

Months Ended September 30, 2025 and September 30, 2024

Company’s revenue for the nine months ended September 30, 2025 was $2,865,950 and its gross profit was $320,445.

The Company’s

revenue for the six months ended June 30, 2024 was $6,259,631 and its gross loss was $130,075.

The significant decrease in revenue is

primarily a result of management’s decision to exit its coal mining business in 2024.

the six months ended June 30, 2025, general and administrative expenses were $1,183,918, compared to $1,614,600 incurred for the six

months ended June 30, 2024 (a decrease of $457,682).

General and administrative expenses generally include corporate overhead, salaries

and other compensation costs, financial and administrative contracted services, legal and audit fees, other professional and consulting

fees, insurance, marketing, and travel expenses.

The largest decrease in general and administrative expenses for the six months ended

June 30, 2025 compared to the six months ended June 30, 2024, was attributable to labor and benefit costs of $235,385, professional and

legal fees of $151,989, and insurance costs of $151,650, offset by an increase in stock option expense of $112,500.

the six months ended June 30, 2025, the Company generated net other income in the amount of $4,973,191 compared net other expense

of $322,328 recorded for the six months ended June 30, 2024 (an increase of $5,295,519).

In 2025, the Company recognized a gain on

bargain purchase of $5,602,484, other income of $83,627 and a gain on sale of assets of $25,668 offset by a $560,402 deficiency

claim on surrendered equipment and $178,186 of interest.

In 2024 the Company had interest expense of $340,918 offset by $18,590 of

other income.

income for the six months ended June 30, 2025 was $4,301,446 compared to a net loss of $2,439,521 for the six months ended June 30, 2024

revenue for the nine months ended September 30, 2024 was $8,431,286 and its gross loss was $523,003.

The significant decrease in revenue

is primarily a result of management’s decision to exit its coal mining business in 2024.

the nine months ended September 30, 2025, general and administrative expenses were $1,562,743, compared to $2,115,542 incurred for

the nine months ended September 30, 2024 (a decrease of $552,799).

General and administrative expenses generally include corporate

overhead, salaries and other compensation costs, financial and administrative contracted services, legal and audit fees, other

professional and consulting fees, insurance, marketing, and travel expenses.

The largest decrease in general and administrative

expenses for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, was attributable to

decreases in labor and benefit costs of $155,131, professional and legal fees of $119,060, and insurance costs of

the nine months ended September 30, 2025, the Company generated net other income in the amount of $4,910,363 compared net other

expense of $4,195,826 recorded for the nine months ended September 30, 2024 (an increase of $9,106,189).

During the nine months

ended September 30, 2025, the Company recognized a gain on bargain purchase of $5,602,484, other income of $83,627 and a gain on

sale of assets of $1,085 offset by a $560,402 deficiency claim on surrendered equipment and $216,431 of interest expense.

During the nine

months ended September 30, 2024 the Company had a loss on sale of fixed assets of $3,751,680 and interest expense of $496,322 offset

by $52,176 of other income.

income for the nine months ended September 30, 2025 was $3,668,065 compared to a net loss of $7,359,859 for the nine months ended September

30, 2024 (an improvement of $11,027,924).

and Capital Resources

of June 30, 2025, the Company had total current assets of $1,211,631, comprised of:

of September 30, 2025, the Company had total current assets of $800,842, comprised of:

(i) cash of $285,388;

(ii) accounts receivable of

(iii) equipment held for sale of $833,613;

(iv) prepaid expenses of $67,362;

and (v) deposits of $5,137.

As of June 30, 2025,

the Company had total current liabilities of $3,926,867, comprised of:

(i) outstanding amounts on lines of credit of $1,800,000;

accounts payable of $503,145;

(iii) accrued expenses of $769,476, and (iv) the current portion of long-term debt of $854,246.

as of June 30, 2025, the Company had negative working capital of $2,715,236.

As of December 31, 2024, the Company had positive working

capital of $749,437.

of June 30, 2025, the Company had long-term assets of $57,005,861, comprised of:

(ii) accounts

receivable of $447,162;

(iii) prepaid expenses of $52,897;

and (iv) deposits of $15,395.

As of September 30, 2025, the Company had

total current liabilities of $2,694,495, comprised of:

(i) accounts payable of $499,211;

(ii) current portion of bank debt of $300,000;

(iii) accrued payables related to prior equipment debt of $1,895,284.

As a result, as of September 30, 2025, the Company had

negative working capital of $1,893,653.

As of December 31, 2024, the Company had positive working capital of $749,437.

of September 30, 2025, the Company had long-term assets of $56,754,250, comprised of:

(i) land, including asset retirement cost, of $56,618,965,

and (ii) net equipment assets of $135,285.

As of June 30, 2025, the Company had long-term liabilities of $48,385,794, comprised of (i)

asset retirement obligations of $47,157,763 and (ii) long-term debt, net of current portion of $1,228,031.

As of December 31, 2024, the

Company had long-term assets of $1,899,669, comprised of (i) land of $1,008,897 and (ii) net equipment assets of $890,772.

As of September 30, 2025, the Company had long-term liabilities of $49,039,147, comprised

of (i) asset retirement obligations of $47,539,147 and (ii) long-term debt, net of current portion of $1,500,000.

As of December 31,

31, 2024, the Company had long-term liabilities of $1,814,701, comprised of long-term debt, net of current portion.

on the Company’s current corporate strategy, we expect our general operating expenses to be partially offset by royalty income

generated by Range Land.

Based on the Company’s current cash balance of $48,312 and no current availability under its

revolving credit line, the Company may not have sufficient funds to operate its business over the next 12 months.

If additional

capital is needed in excess of our current capital resources, we will explore financing options to fund our growth strategy and shareholder value creation plan.

estimated total net cash flow for the 12-month period ending June 30, 2026 could decrease if we encounter unanticipated lower revenues

2024, the Company had long-term assets of $1,899,669, comprised of (i) land of $1,008,897 and (ii) net equipment assets of $890,772.

As of December 31, 2024, the Company had long-term liabilities of $1,814,701, comprised of long-term debt, net of current portion.

on the Company’s current corporate strategy, we expect our general operating expenses to be partially offset by royalty

revenue generated from the mining activities of third-party contract miners on our land.

Based on the Company’s current cash

balance of $285,388 and absence of a revolving credit line, the Company does not expect to have sufficient funds to operate its

business over the next 12 months without raising additional capital.

estimated total net cash flow for the 12-month period ending September 30, 2026 could decrease if we encounter unanticipated lower revenues

and higher expenses in connection with operating our business as presently planned.

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Cash Provided By (Used In) Operating Activities

the six months ended June 30, 2025, net cash generated by operating activities was $114,007, comprised of:

the nine months ended September 30, 2025, net cash generated by operating activities was $19,111, comprised of:

(i) net income of $3,668,065;

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(iii) non-cash accretion expense of $1,243,945;

(iv) add-back of the non-cash

bargain purchase gain of $5,602,484;

(iv) add-back of the non-cash bargain purchase

gain of $5,602,484;

(v) a gain on asset disposals of $1,085;

(vi) non-cash vested stock option expense of $168,980;

(vii) a decrease in current assets of $103,925;

and (vii) a decrease in current liabilities of $41,670.

For the six months

ended June 30, 2024, net cash used in operating activities was $(1,663,531), comprised of:

(i) net loss of $2,439,521;

non-cash depreciation of $1,276,872;

(vii) deficiency

claims on returned equipment of $560,402;

(viii) a decrease in current assets of $81,823;

and (ix) a decrease in current liabilities

For the nine months ended September 30, 2024, net cash used in operating activities was $1,859,370, comprised of:

loss of $7,359,859;

(ii) non-cash depreciation of $1,594,152;

(iii) non-cash vested stock option expense of $60,970;

(iv) a decrease in current assets of

and (v) a decrease in current liabilities of $1,574,028.

(iv) net loss on

sale of equipment and disposition of business of $3,751,580 (iv) an increase in current assets of $2,697,231;

and (v) a decrease in current

liabilities of $2,603,444.

Cash Provided By (Used In) Investing Activities

the six months ended June 30, 2025, net cash used in investing activities was $110,838, comprised of $404,500 of proceeds from the sale

of equipment, partially offset by $100,000 for equipment purchases and cash paid for asset retirement obligations of $415,338.

six months ended June 30, 2024, there was no net cash provided by or used in investing activities.

Cash Used In Financing Activities

the six months ended June 30, 2025, net cash used in financing activities was $122,143, comprised of $600,000 from the sale of common

stock, offset by the repayment of long-term debt of $522,143 and repayment of bank debt of $200,000.

For the six months ended June 30,

2024, net cash used in financing activities was $389,556, comprised $1,000,000 from the sale of common stock offset by the repayment

of long-term debt of $1,189,556 and repayment of the bank debt of $200,000.

the nine months ended September 30, 2025, net cash used in investing activities was $328,866, comprised of $525,000 of proceeds from

the sale of equipment, partially offset by $100,000 for equipment purchases and cash paid for asset retirement obligations of $753,866.

For the nine months ended September 30, 2024, net cash provided by investing activities was $430,100, comprised of $270,100 proceeds

from sales of assets and disposition of business, and $160,000 of insurance proceeds from a casualty loss.

Cash Provieded by (Used In) Financing Activities

the nine months ended September 30, 2025, net cash provided by financing activities was $427,857, comprised of $1,150,000 from the

sale of common stock, offset by debt repayments of $722,143.

For the nine months ended September 30, 2024, net cash used in

financing activities was $502,944, comprised of $1,000,000 from the sale of common stock offset by debt repayments of $1,502,944.

Sheet Arrangements

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growth rates.

On March 31, 2025, the Company acquired 120,154 acres

of fee, surface and mineral interests at the Fola mine complex (“Fola Mine”) located in West Virginia.

As part of the Fola

Acquisition, the Company acquired 15 mining permits at the Fola Mine with an estimated reclamation obligation of $29,282,126 and assumed

an obligation to manage an additional 21 mining permits at the Fola Mine with a reclamation bond amount of $13,796,945.

As a result, on

March 31, 2025, the Company recorded AROs of $43,079,071 related to the Fola Acquisition, and capitalized an equal amount onto the fair

value of the acquired land on that same date.

The Company also assumed two coal royalty contracts and one 25-year solar lease for the

development of a large-scale solar project located on more than 1,500 acres at the Fola Mine.

The fair value of the land acquired by the Company in connection with the Fola Acquisition was $8,561,000, and the

Company agreed to credit an outstanding receivable of $2,958,516 due from one of the sellers to the Company, as consideration provided

in lieu of cash.

Because the fair value of the land acquired exceeded the amount of the accounts receivable credited in connection with

the Fola Acquisition, the Company recognized a bargain purchase gain of $5,602,484 during the three months ended March 31, 2025.

Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers”.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis