What changed in this filing

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Item 1. Business

2026-03-31 compared with 2025-03-31 · 147 added, 382 removed, 12 unchanged (98% of the section changed)

Our Company History

are a Nevada corporation, initially formed in June 2007 under the name “Legend Mining Inc.” for the purpose of engaging in

mineral property exploration.

The Company, however, was unable to keep its sole mineral claim in good standing due to insufficient funding,

and its interest in that property terminated.

Whereupon, in October 2011, the Company completed a merger with its wholly-owned subsidiary,

Stevia First Corp., whereby the Company changed its name from “Legend Mining Inc.” to “Stevia First Corp.” and

began focusing its business on the cultivation and harvest of stevia leaf and development of stevia products.

As an outgrowth of its

stevia leaf research, the Company commenced researching the development of cannabinoid pharmaceutical candidates known as cannabosides

principally for the treatment of serious neurological and inflammatory disorders, a research activity we continued until the sale of our Graphium subsidiary.

See Note 2 for more details.

2016, our Board of Directors and shareholders approved a corporate name change from “Stevia First Corp.” to “Vitality

Biopharma, Inc.” and in October 2021, as part of a rebranding effort, we completed a merger with a newly-formed wholly-owned subsidiary,

Malachite Innovations, Inc., pursuant to which we changed our corporate name from “Vitality Biopharma, Inc.” to “Malachite

Innovations, Inc.” and expanded our business to include impact investing with a particular focus on acquiring, reclaiming and repurposing

Company History

(the “Company”, “we”, “us” or “our”), was incorporated in the State of Nevada

on June 29, 2007.

inception, the Company has undergone several strategic transformations conducting prior operations under the names Legend Mining

Inc., Stevia First Corp., Vitality Biopharma, Inc., and Malachite Innovations, Inc.

In December 2023, the Company adopted its

current name and reorganized into six operating segments:

Range Reclaim, Range Water, Range Security, Range Land, Range Minerals,

and Graphium Biosciences.

The Company expanded its environmental services operations through the acquisitions of Range Environmental

Resources, Inc.

(“Range Environmental”) and Range Natural Resources, Inc.

in May 2022, and Collins Building &

Contracting, Inc.

(“Collins Building”) in August 2023.

The Company subsequently sold substantially all of the assets of

Collins Building in August 2024, followed by a complete divestment in December 2025, and divested Graphium Biosciences, Inc.

September 2024, as described in more detail in Note 3 to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

Since March 2025, the Company conducts its business under two operating

Range Land and Range Services.

are focused on developing long-term solutions to environmental, social, and health challenges by acquiring, reclaiming and repurposing

mine sites and other undervalued land in economically disadvantaged communities throughout Appalachia.

This business is the sole source

of our revenues.

In December 2023, the Company completed a statutory merger under Delaware law into Range Impact, Inc., a newly-formed

wholly-owned subsidiary, and adopted the corporate name of “Range Impact Inc.” to create consist branding throughout the

entire Company as a result of the two acquisitions described in the following paragraph.

May 2022, we acquired Range Environmental Resources, Inc., a West Virginia corporation (“Range Environmental”) and Range

Natural Resources, Inc., a West Virginia corporation (“Range Natural” and together with Range Environmental, the “Range

Reclamation Entities”).

The Range Reclamation Entities provide land reclamation and water restoration services to mining and non-mining

customers throughout the Appalachian region with the goal of returning land to pre-mining conditions or repurposing the land for natural,

commercial, agricultural or recreational use.

The Range Reclamation Entities’ water restoration services seek to improve the water

quality in rivers, streams and discharges through novel and innovative treatment applications to help customers meet their various regulatory

standards and requirements.

Range Natural is no longer an active operating business, but had previously engaged subcontractors to mine

and transport coal on behalf of third-party customers incidental to the reclamation and repurposing of mine sites.

August 2023, the Company acquired Collins Building & Contracting, Inc., a West Virginia corporation (“Collins Building”),

an environmental services business primarily focusing on the reclamation of abandoned mine land sites in West Virginia.

August 2024, the Company sold substantially all of the assets of Collins Building to its previous owner in exchange

for the cancellation of all remaining debt owed to him.

September 2024, the Company sold all of its drug development assets to a newly-formed entity owned by our former Chief Science Officer

and former Chief Financial Officer.

The Company is no longer in the cannabinoid drug development business.

are a public company dedicated to improving the health and wellness of people and the planet through a novel and innovative approach

to impact investing.

We own and operate several complementary operating businesses focused on developing long-term solutions to environmental,

social, and health challenges, with a particular focus on acquiring, reclaiming and repurposing mine sites and other undervalued land

in economically disadvantaged communities throughout Appalachia.

We take an opportunistic approach to impact investing by leveraging

our competitive advantages and looking at solving old problems in new ways.

We seek to thoughtfully allocate our capital into strategic

opportunities that are expected to make a positive impact on the people-planet ecosystem and generate strong investment returns for our

shareholders.

Investing Strategy

impact investing strategy aims to improve the health and wellness of people and the planet, while also generating long-term sustainable

financial returns for our shareholders.

We believe that doing well and doing good are not mutually exclusive, and that an impact investing

strategy can balance the environmental, social and economic needs of people and the planet while also generating attractive risk-adjusted

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 of technology-based

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.

We take an opportunistic approach

to impact investing by thoughtfully allocating our capital to strategic opportunities that are expected to make a positive impact on

the people-planet ecosystem and generate strong investment returns for our shareholders.

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 life.

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

1 unchanged sentence

education and employment demographics in the United States.

Our ambitious strategy is to allocate investment capital and build operating

businesses that provide positive environmental and social impact in the disadvantaged coal communities of Appalachia.

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

As of March 28, 2025,

we employed 18 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

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

have the following five operating business segments:

(i) Range Reclaim;

(ii) Range Minerals;

(iii) Range Water;

(iv) Range Security;

and (v) Range Land.

May 2022, the Company acquired Range Environmental Resources, Inc., a West Virginia corporation (“Range Environmental”).

Range Environmental provides land reclamation, water restoration and environmental consulting services to mining and non-mining customers

throughout the Appalachian region with the goal of returning land to pre-mining conditions or repurposing the land for natural, commercial,

agricultural or recreational use.

Range Environmental also provides environmental consulting services to customers, typically in connection

with land reclamation and water restoration projects, and, as an additional value-add service, sells water treatment chemicals manufactured

by third parties to its customers.

Energy Information Administration (“EIA”), the United States had 551 coal mines in 2020, comprised of 370 active

mines, 141 idled or closed mines, and 40 new or activated mines.

Approximately 82% of those coal mines were located in Appalachia (which

comprises the Appalachian Mountains and is commonly known as the cultural region in the Eastern United States stretching from the southern

part of New York to the northern parts of Alabama and Georgia).

According to the EIA, there were approximately three times as many coal

mines in the United States in 2008 (compared to 2020) with approximately 89% located in Appalachia.

The precipitous decline in the number

of operating coal mines since 2008 is due to various supply, demand and regulatory factors, including a reduction in demand for coal

as a source of electricity due to the increased use of natural gas and renewable energy, an increase in coal production costs due to

inflation and the dearth of cost-effective locations remaining for mining, and a more stringent and costly regulatory environment, all

of which have resulted in an increasingly difficult market for coal producers.

2000, coal was responsible for 1,966 billion kWh of electricity generation, representing 52% of the total electricity generation in the

United States.

In 2022, coal was responsible for only 828 billion kWh of electricity generation, representing 20% of the total electricity

generation in the United States, a decline of approximately 58%.

According to the EIA, 23% of the 200,568 megawatts of coal-fired capacity

currently operating in the United States is scheduled to retire by the end of 2029 due to the high cost of operations, competition from

natural gas and renewable energy resources, and sustainable initiatives of energy producers.

the reclamation of closed and inactive mine sites has not kept pace with the increase in the number of closed and idled mine sites, thus

creating a substantial backlog of reclamation work that needs to be completed on former mine sites.

According to the U.S.

Office of Surfacing

Mining Reclamation and Enforcement (“OSMRE”), there are approximately 50,000 high-priority abandoned mine land locations

in the United States resulting from legacy coal mining operations that failed to adequately reclaim the land and waterways back to their

natural state as required by federal regulations.

Additionally, there are tens of thousands of active mine sites in the United States

that require contemporaneous reclamation of land and waterways during the active mining process, and an estimated equally large number

of idled mine locations that also require significant land reclamation and water restoration.

the Surface Mining Control and Reclamation Act of 1977 (“SMRCA”), OSMRE was established for two basic purposes:

(i) to ensure

coal mines in the United States operate in a manner that protects citizens and the environment during mining operations and to restore

the land to beneficial use following mining, and (ii) to implement an Abandoned Mine Land (“AML”) reclamation program to

address the hazards and environmental degradation resulting from two centuries of coal mining activities that occurred before SMRCA was

passed in 1977.

The AML reclamation program is funded through fees levied against coal producers based on tons of coal produced.

September 2020, the AML reclamation fund had collected a total of $11.7 billion in coal mining fees over the life of the program, with

$9.5 billion (81%) appropriated and distributed in accordance with SMCRA, and $2.2 billion (19%) unappropriated and available for future

disbursement.

In November 2021, the Infrastructure Investment and Jobs Act was enacted, which, among other things, authorized $11.3 billion

in new funding to be appropriated for deposit into the AML reclamation fund.

The AML reclamation fund is only available to help fund

the reclamation of mines abandoned before SMCRA was enacted in 1977, and therefore, all mines abandoned after the year 1977 cannot access

funding from the AML reclamation fund and must obtain funding from other sources.

much of the funding for this reclamation work comes from the federal government, each state in Appalachia has a Department of Environmental

Protection (“DEP”) or an equivalent agency that oversees coal mining permitting, operations, and reclamation.

Under DEP rules

and regulations, coal mining companies are required to develop a mining and reclamation plan that is approved by the applicable state

agency, obtain a mining permit from the state, and secure a reclamation surety bond from a qualified third-party insurance company or

provide a comparable financial guarantee.

The reclamation surety bond provides the state with financial assurances that land reclamation

and waterway restoration will be performed in accordance with the reclamation plan once mining is complete if the coal mining company,

as primary obligor, fails to perform.

Therefore, there are at least three groups who may need land reclamation, water restoration and

environmental consulting services:

(i) mining companies when permits are active and reclamation bonds are not in default, (ii) surety

bond insurers when reclamation bonds are in default, and (iii) states through their AML reclamation funds for mine lands abandoned before

1977 and for mine lands with defaulted coal mining companies and forfeited surety bonds on or after 1977.

Environmental currently provides reclamation and water treatment services to one customer at one large mining complex located in Fola,

West Virginia (the “Fola Mine”).

Range Environmental employs 8 full-time workers and owns over 30 pieces of equipment, trucks

and accessories that are used in its business operations.

Occasionally, Range Environmental will also rent or lease specific pieces of

equipment for certain tasks.

Range Environmental operates in a highly-competitive market environment with high price sensitivity of customers

and inflationary pressures on labor, material and supply costs, therefore operating efficiency and asset utilization are key drivers

of profitability and performance.

Range Environmental uses minimal raw materials in connection with its reclamation services at the Fola

Mine, other than grass seed, trees, water treatment solutions and other related reclamation and water treatment supplies, which are reimbursed

by its customer.

Range Environmental does not own any intellectual property and does not require any government approvals to provide

reclamation services at the Fola Mine, other than standard business licenses and safety training for workers.

August 2023, the Company acquired Collins Building & Contracting, Inc.

(“Collins Building”), a West Virginia-based

environmental services business focused on performing reclamation services on AML sites throughout West Virginia.

acquisition, the Company used Range Environmental employees to perform reclamation services on AML sites using Range Environmental

equipment and Collins Building equipment.

The Company subsequently determined that AML reclamation work was more administratively

and operationally challenging than anticipated, and that the Company was devoting a disproportionate amount of time, capital and

human resources allocated to these AML projects, particularly when compared to alternative opportunities in the marketplace.

August 2024, the Company sold substantially all of the assets of Collins Building back to its previous owner in exchange for the

discharge of the outstanding indebtedness then owed by the Company in connection with the August 2023 acquisition.

Company completed its final AML jobs in early November 2024, and subcontracted its remaining three active AML jobs to the previous

owner of Collins Building as part of the August 2024 transaction.

As of the date of this filing, the Company is no longer engaged

in the AML reclamation business but continues with other reclamation activities.

May 2022, the Company acquired Range Natural Resources, Inc., a West Virginia corporation (“Range Natural”).

Range Natural

provided mining and reclamation services using six of its own employees and two third-party mining subcontractors for its one customer

at the Fola Mine until December 2023.

Range Natural operates in a highly-competitive market environment with high price sensitivity of

customers and inflationary pressures on labor, material and supply costs, therefore operating efficiency and asset utilization are key

drivers of profitability and performance.

Range Natural uses minimal raw materials in connection with its mining and reclamation services

at the Fola Mine, other than grass seed and other related reclamation supplies, which are reimbursed by its customer.

Range Natural does

not own any intellectual property and does not require any government approvals to provide mining and reclamation services at the Fola

Mine, other than standard business licenses, mining operator permits, and safety training for workers.

Range Natural billed its sole

customer using a “rates and hours” method for its own employees and a “cost plus margin” method for its subcontractors.

Range Natural employees used Range Natural equipment and Range Natural subcontractors used their own equipment in performing the mining

and reclamation services.

In December 2023, all of the Range Natural employees were terminated and the mining equipment subsequently

sold since Range Natural was no longer directly providing mining and reclamation services at the Fola Mine.

Beginning in January 2024,

Range Natural had no employees, equipment or operations, other than contracts with third-party subcontractors.

January 2024, the Company separated Range Natural’s results from the “Range Reclaim” reporting segment and included

Range Natural’s results in a separate “Range Minerals” reporting segment.

The Company believes reporting the results

of Range Minerals separately from Range Reclaim will provide better insight and transparency into the overall operational performance

of both operating business segments.

January 2024 to May 2024, Range Natural engaged two subcontractors to perform mining and reclamation services for its one customer at

the Fola Mine.

Range Natural was responsible for paying both subcontractors on a bi-monthly basis and then charged its customer using

a “cost plus margin” method.

May 2024, Range Natural engaged a primary contractor to fund the bi-monthly payments due to the same two subcontractors performing mining

and reclamation services for its one customer at the Fola Mine.

As of June 30, 2024, the primary contractor failed to perform and therefore

the contract was terminated.

June 30, 2024, as part of the contract termination, Range Natural agreed to assume the liability due to the subcontractors in exchange

for the ownership of the coal that had been mined by the subcontractor, and all contractual relationships with third-party contractors

and subcontractors were terminated.

In August 2024, Range Natural sold all of the coal that it had acquired as part of the contract termination

and subsequently paid in full all amounts due to the subcontractors.

Range Natural currently has no, and has no future plans to have

any, employees, equipment, contractual relationships, or operations, and therefore intends to discontinue the Range Minerals operating

business segment beginning in 2025.

Preta, LLC, an Ohio limited liability company (“Terra Preta”), is a biochar product development and environmental

solutions business started by the Company in December 2022.

Terra Preta is developing a novel and innovative combination of biochar,

proprietary materials and structural designs intended to create several first-of-its-kind agricultural and water filtration products

and solutions.

Terra Preta’s research and development efforts have been put on hold until the Company has raised additional capital to fund the

advancement of its biochar-based agricultural and water filtration products.

is a solid, lightweight carbon-rich material produced by the thermal decomposition of organic material (such as cellulosic feedstock,

including wood and plants) using a chemical-conversion process known as pyrolysis.

Carbonization pyrolysis is a chemical degradation

process that heats organic materials to produce carbon-rich biochar, liquid bio-oils, and syngas products.

Since organic material is

thermally decomposed without oxygen during the pyrolysis process, combustion does not occur, so the process allows for the permanent

capture of carbon in the biochar end-product and eliminates the release of climate-damaging carbon dioxide into the atmosphere.

yield of biochar during the carbonization pyrolysis process depends on several variables such as temperature, heating time and heating

Lower temperatures, longer heating times and lower heating rates typically yield more biochar and less bio-oil and syngas.

Preta has been launched to build a full-cycle, carbon-negative business that reduces greenhouse gases from the atmosphere, passively

filters contaminated water without the use of harsh chemicals, and provides a fortified, nutrient-rich soil amendment to improve the

growth of agricultural products.

Terra Preta would seek to lease or acquire former mine lands for the planting, growth and harvesting of crops to serve as the primary

feedstock for our biochar production operations.

The newly planted crops would then act as a “carbon sink”, drawing substantial

amounts of carbon dioxide from the atmosphere into the plants through the photosynthesis process.

When the plants are harvested, biochar

is produced through the carbonization pyrolysis process and the captured carbon dioxide is permanently preserved as carbon in the biochar

product for use in water treatment and agricultural end uses.

to rules adopted under the Clean Water Act of 1972 (“Clean Water Act”), the U.S.

Environmental Protection Agency (“EPA”)

has implemented various pollution control programs such as wastewater standards for industry and recommendations for pollutants in surface

The Clean Water Act prohibits any party from discharging pollutants into a water of the United States unless they have a permit

issued under the National Pollutant Discharge Elimination System (“NPDES”), which contains limits on what a party can discharge

and establishes monitoring and reporting requirements.

On mining sites, coal operators are required to sample and test their water discharges

on a regular basis to ensure compliance with the Clean Water Act and applicable NPDES permits.

Currently, most mining operators treat

non-compliant water with temporary holding ponds and expensive chemicals such as pH adjusters, coagulants and flocculants that require

constant reapplication to ensure compliance.

Terra Preta will focus on developing a proprietary, biochar-based passive treatment system

that treats non-compliant mine site discharges to ensure compliance with the Clean Water Act and NPDES permits without the need for holding

ponds or expensive chemicals.

agriculture plays a critical role in the stability, growth, and diversification of our future food supply chain and the growth of

plants intended to serve as a carbon sink to reduce greenhouse gases.

High-quality soil, a key condition for sustainable

agriculture, requires organic matter, microorganisms, nutrients, and optimal compaction.

Subsoils with a sufficient number of

air-filled pores have little restriction to drainage and aeration, and typically are able to decompose and cycle organic matter and

nutrients more efficiently.

Alternatively, soil with poor aeration leads to the build-up of carbon dioxide, reduces the ability of

plants to absorb water and nutrients, and leads to increased plant stress and root disease.

To help address the ill effects of soil

compaction, Terra Preta plans to develop a proprietary, fortified biochar soil amendment that provides unique soil structuring

characteristics that will allow plants to grow strong roots that optimize the absorption of water and nutrients, thereby reducing

root stress and disease.

December 2022, Terra Preta filed trademarks for biochar goods and services related to agricultural and water treatment applications.

In March 2023, Terra Preta filed provisional patents related to novel and innovative agricultural and water treatment

solutions and designs.

Additionally, in March 2023, Terra Preta purchased two pyrolysis ovens that each produce one ton of biochar

per day to advance our research and development activities.

In July 2024, the biochar ovens owned by Terra Preta were scrapped by

the Company since they were no longer being used for small batch biochar production.

There were no insurance proceeds received for

these losses.

We are currently evaluating the purchase of a large continuous-process pyrolysis oven to increase the scale of our

biochar production to commercial levels once adequate funding is secured to advance this initiative.

Security Resources, LLC, an Ohio limited liability company (“Range Security”), is an environmental security services

business started by the Company in November 2022.

Range Security is focused on providing eco-friendly, technology-driven security

services to active and former mine sites, with a particular focus on locations transitioning from coal mining to next generation

industries and uses.

Range Security is intended to serve as a complementary business to the Range Reclaim and Range Minerals entities.

sites in the Appalachian region frequently comprise thousands of acres of natural habitat with valuable infrastructure and operating

assets disbursed across large tracts of land.

However, many of these mine sites lack adequate broadband access or cellular service,

and therefore traditional technology-based security solutions are not available.

Also, due to the large land areas and often

challenging access roads and mountainous terrain, consistent visual confirmation of the safety and security of high value assets is

often difficult, and significant amounts of carbon dioxide are emitted from heavy-duty trucks used to perform frequent

visual security checks.

Furthermore, due to the remoteness and lack of technological options, most security services in the market

fail to provide an independent verification of the security status of a mine site and confirmation of visual security checks,

resulting in a customer’s uncertainty regarding the actual security services being provided.

assets commonly found on mine sites requiring high-levels of security services include office buildings, coal operation facilities such

as preparation plants and loadout facilities, power stations and electrical lines, vehicles and heavy equipment, supplies and chemicals,

and spare parts and components.

These high-value assets are frequently the target of theft since all or parts of these assets can be

easily removed from the mine site and sold for cash.

Unfortunately, the actual damage to the operation resulting from this type of destructive

theft is frequently many times the market value of the stolen item, primarily due to the losses resulting from the down-time of operations,

the cost of repairs and replacement components, and the long-term damage to critical infrastructure that could be repurposed and used

to attract next generation industries once mining is complete.

March 2023, Range Security was engaged by its first customer for environmental security services covering a 13,000-acre coal mine

site in West Virginia.

Range Security currently employs 8 security professionals, and

is focusing its recruitment efforts on military veterans, former and current police officers, and other professionals with security

Range Security has purchased two fuel-efficient utility task vehicles for ground surveillance and a thermal-imaging

drone for aerial surveillance, all of which use significantly less fuel and electricity to operate than traditional security

vehicles and provide a much broader coverage range with a substantially lower carbon footprint.

Range Security is also in the

process of establishing satellite-based wireless service to support video surveillance and enable a mobile technology solution used

by our security professionals to provide real-time evidence of visual security checks.

Range Security plans to expand its security

service business onto additional mine sites, with a particular focus on locations with valuable infrastructure being repurposed into

non-coal multi-use complexes with attractive job growth prospects and next-generation industry opportunities.

Land, LLC, an Ohio limited liability company (“Range Land”), is a land acquisition company started by the Company in August

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.

Range Land is specifically interested in acquiring

land to be used for 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 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 prevents 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, through its several operating businesses, has assembled the internal resources and capabilities to reclaim land, restore

waterways, install innovative water treatment solutions, and secure the mine site to protect the significant historical investment

in infrastructure.

In addition to these in-house capabilities, the Company and its operating businesses also possess deep knowledge

and expertise in the permit and bond release process, which is a critical step necessary to unlock the underlying value of the

former mine land for non-fossil fuel uses.

Range Land is actively reviewing several mine sites throughout Appalachia to acquire,

reclaim and repurpose in order to improve the land and create non-fossil fuel economic development opportunities for disadvantaged

local coal communities.

September 2023, Range Land, through its wholly-owned subsidiary CLV Azurite Land, LLC, an Ohio limited liability company (“CLV

Azurite”), acquired over 1,900 acres of surface interest at an idled mine complex in West Virginia.

CLV Azurite is in active

discussions with the holder of the permits and bonds associated with the acquired land to ensure that the acquired surface acreage

can be repurposed for alternative non-fossil fuel uses.

Concurrently, CLV Azurite is in active discussions with two experienced and

well-capitalized solar energy 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.

the solar arrangements, CLV Azurite would be the landlord and the solar developer-operator would be the tenant required to pay CLV

Azurite a negotiated lease payment on a per acre basis.

are focused on a large and growing marketplace for impact investing initiatives, and therefore, anticipate facing competition

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

satisfy the increasing demands for these types of investments in the marketplace.

In many cases, these competitors are larger and

better capitalized than the Company.

We compete on the basis of a number of factors, including our geographic focus on Appalachia, access to mission-driven energy-transition

Our strategy is to acquire large mine sites burdened by substantial legacy

reclamation obligations and use our team and resources to perform the requisite reclamation activities and obtain full bond release,

thereby unlocking the underlying value of the land and creating a critical catalyst for sustainable, long-term economic development in

the disadvantaged coal communities of Appalachia.

We had previously focused primarily

on generating revenue by providing reclamation and incidental mining and security services to third party mining companies, permit holders

and private owners with abandoned mine land property.

However, beginning in early 2025, our strategy evolved from a service-based business

model to a land ownership business model designed to unlock the underlying value of land we own through our own reclamation activities,

and then creating multiple streams of long-term recurring revenue with a diverse group of third-party lessees focused on next-generation

significant land and asset acquisitions include:

Mine Acquisition (March 2025):

The Company acquired 120,154 acres of fee, surface, and mineral interests at the Fola Mine Complex in

Clay and Nicholas Counties, West Virginia (the “Fola Acquisition”).

The acquisition included the purchase of 15 mining

permits and the assumption of management and reclamation responsibilities for 21 additional mining permits that remained with the

current permittee, WV Reclaim Co.

LLC, with an estimated total asset retirement obligation of $36.6 million.

The Company also assumed two coal royalty contracts,

and a 25-year lease for a large-scale solar project.

The Fola Acquisition is described in more detail in Note 4 to the Consolidated Financial Statements included elsewhere in this Annual Report.

Run Mine Transaction (May 2025):

The Company entered into a Transaction Advisory Agreement (“Advisory Agreement”) with

AppleAtcha Land, LLC (“AppleAtcha”) and WV Reclaim Co, LLC (“Reclaim”), pursuant to which AppleAtcha and

Reclaim agreed to pay the Company $750,000 and $25,000, respectively (collectively, the “Advisory Fee”) in connection

with the Company’s assistance with the sale to a third-party purchaser of (i) approximately 424.80 acres of surface interests and 3,773.60 acres of mineral interests

and (ii) three (3) related mining permits ((i) and (ii) collectively referred to herein as the “Ramp Run Mine”).

Acquisition (June 2025):

The Company acquired two mining permits for which the Company had previously assumed management and

reclamation responsibilities through the Fola Acquisition and assumed an associated coal lease at the Fola Mine (the “Winoc

Acquisition”).

Premier-Cambrian Acquisition (December 2025):

acquired 15,704 acres of surface land and 42,500 acres of mineral interests associated with the Premier Elkhorn Mine Complex and

Cambrian Coal Mine Complex in Pike, Letcher and Floyd Counties, Kentucky (the “Premier-Cambrian Acquisition”).

acquisition included the assumption of management and reclamation responsibilities for 43 mining permits that remained with the

current permittee, Reckoning Reclamation LLC, with an estimated total asset retirement obligation of $43.1 million.

Premier-Cambrian Acquisition is described in more detail in Note 5 to the Consolidated Financial Statements included elsewhere in this Annual Report.

corporate headquarters is located in Cleveland, Ohio, with additional office locations in Fola, West Virginia and Myra, Kentucky.

As of March 30, 2026, we employed 10 full-time employees.

In addition, we have, from time to time, engaged various

contractors, consultants and professional service firms to provide us with flexible and experienced resources to advance our

corporate objectives while maintaining 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.

two operating business segments are Range Land and Range Services.

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 power generation facilities, data centers, 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 and external resources and capabilities to reclaim land, restore waterways, install innovative

water treatment solutions, and secure mine sites to protect the significant historical investment in infrastructure.

the Company has expertise in the permit and bond release process, which is critical to unlocking the underlying value of former mine

land for next generation redevelopment.

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

repurpose Company-owned former mine land into next generation uses.

All of the Company’s reclamation, water treatment and

security employees, equipment and trucks, and technological innovations are classified within the Range Services business segment.

Range Services is dedicated to reclaiming and repurposing land owned by the Company and does not currently provide any reclamation,

water treatment or security services to third parties.

support services on mine sites include grading, recontouring, revegetation, erosion control, and other activities necessary to meet

federal and state post-mining land use requirements.

Water treatment services include the operation and maintenance of passive and active

treatment systems designed to manage and treat mine-impacted water, including acid mine drainage, in compliance with applicable environmental

Range Services is also responsible for collecting water samples, coordinating testing with certified laboratories, and treating

water with chemicals and other more innovative solutions, such as the Company’s proprietary biochar water filtration products and

system currently in development.

Range Services also provides physical site security, access control, and risk mitigation activities

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, faces competition from a variety

of operating businesses and investment funds who are developing similar business plans and operating strategies to satisfy the increasing

demands of these types of investments in the marketplace.

In many cases, these competitors are larger and better capitalized operating

businesses and investment funds.

Company competes on the basis of a number of factors, including our geographic focus on Appalachia, access to mission-driven energy-transition

capital, access to impact investing opportunities, strategic relationships with reclamation bond insurance companies, recruitment and

retention of key personnel, market share with key customers, and supply relationships with critical vendors.

Our ability to continue

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

retention of key personnel, and supply relationships with critical vendors.

Our ability to continue to compete effectively in our businesses

will depend upon our ability to attract new employees and retain and motivate our existing employees.

Company has not incurred substantial costs increases driven by inflation.

Software, LLC (“Foundation”) serves as the Company’s third-party accounting software provider.

software is specifically designed for service companies, particularly those in the construction, contracting and reclamation

Foundation’s software offers the Company several enhanced features critical to the successful execution of its

shareholder value creation plan, including (i) general ledger accounting, including accounts payable, accounts receivable, inventory

and customer billing, (ii) equipment tracking on job sites, maintenance, utilization and depreciation, (iii) employee tracking on

job sites, time and materials, utilization, and billing, (iv) job costing and profitability reporting segmented by customers, job

types and location, and (v) numerous real-time management dashboard and key performance indicator reports that allow management to

closely monitor financial and operational performance and quickly react to business opportunities and issues.

Foundation’s software allows the Company to more readily scale operations and efficiently and cost-effectively support the

anticipated growth of each of our business lines, thereby reducing the risk that our accounting and management systems

become a limiting factor to our growth initiatives.

accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement

of liabilities and commitments in the normal course of business.

As reflected in the accompanying financial statements, during the year

ended December 31, 2024, the Company incurred a net loss of $9,798,083 and used $1,591,426 of cash in the Company’s operating activities.

These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that

the financial statements are issued.

The financial statements do not include any adjustments that might be necessary should the Company

be unable to continue as a going concern.

ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations in the future and/or

raising additional capital to meet its obligations and repay its liabilities arising from normal business operations when they come due.

The Company estimates, as of December 31, 2024, that it may not have sufficient funds to operate the business for 12 months given its

cash balance of $167,286 and expected revenues to be generated by the Company’s operating business segments.

The Company is actively seeking additional

financing and other sources of capital to fund its currently estimated level of operations.

However, these estimates could differ if

the Company encounters unanticipated difficulties, or if its estimates of the amount of cash necessary to operate its business prove

to be wrong, and the Company uses its available financial resources faster than it currently expects.

No assurance can be given that

any future financing or capital, if needed, will be available or, if available, that it will be on terms that are satisfactory to the

Foundation’s software

is specifically designed for service companies, particularly those in the construction, contracting and reclamation industries.

software offers the Company several enhanced features critical to the successful execution of its shareholder value creation plan, including

(i) general ledger accounting, including accounts payable, accounts receivable, inventory and customer billing, (ii) equipment tracking

on job sites, maintenance, utilization and depreciation, (iii) employee tracking on job sites, time and materials, utilization, and billing,

(iv) job costing and profitability reporting segmented by customers, job types and location, and (v) numerous real-time management dashboard

and key performance indicator reports that allow management to closely monitor financial and operational performance and quickly react

to business opportunities and issues.

Furthermore, Foundation’s software allows the Company to more readily scale operations and

efficiently and cost-effectively support the anticipated growth of each of our business lines, thereby reducing the risk that our accounting

and management systems become a limiting factor to our growth initiatives.

accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the

settlement of liabilities and commitments in the normal course of business.

As reflected in the accompanying financial statements,

during the year ended December 31, 2025, the Company incurred a net loss (excluding recognized bargain purchase gains of

$21,928,500) of $2,760,822 and generated $123,028 of cash in the Company’s operating activities.

These factors raise

substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the accompanying

financial statements are being issued.

The financial statements do not include any adjustments that might be necessary should the

Company be unable to continue as a going concern.

ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations in the future

and/or raising additional capital to meet its obligations and repay its liabilities arising from normal business operations when

they come due.

The Company estimates, as of December 31, 2025, that it may not have sufficient funds to operate the business for 12

months given our cash balance of $2,110,171 and our near-term cash requirements and expected revenues to be generated by the

Company’s operating business segments.

These estimates could differ if the Company encounters unanticipated

difficulties, or if its estimates of the amount of cash necessary to operate its business prove to be wrong, and the Company uses

its available financial resources faster than it currently expects.

The Company is actively seeking additional financing and other

sources of capital to fund its currently estimated level of operations.

No assurance can be given that any future financing or

capital, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company.

maintain a corporate website at:

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What changed 10-K

Item 1. Business