RANGE IMPACT, INC. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures We have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to management, including our principal officers, as appropriate to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025 and have concluded that our disclosure controls and procedures were effective as of December 31, 2025. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15. Internal control over financial reporting is defined in Rule 13a-15(f) and 15(d)-15(f) under the Exchange Act as a process designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements. Management conducted an assessment of the Company’s internal control over financial reporting as of December 31, 2025 based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (COSO). Based on the assessment, management concluded that, as of December 31, 2025, the Company’s internal controls over financial reporting were effective. Changes in Internal Control over Financial Reporting There are no changes in our internal control over financial reporting during the year ended December 31, 2025, that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information None . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 27 PART III Item 10. Directors, Executive Officers and Corporate Governance Set forth below is certain information regarding our current directors and executive officers: Name Position Age Director/Executive Officer Since Edward Feighan (2)(3) Chairman of the Board of Directors 78 November 2018 Richard Celeste (1)(2)(3) Director 88 January 2019 Michael Cavanaugh Director and Chief Executive Officer 51 November 2018 / May 2019 Patricia Missal Chief Financial Officer 56 April 2024 (1) Member of Audit Committee (2) Member of Compensation Committee (3) Member of Nomination and Corporate Governance Committee Business Experience The following is a brief account of the education and business experience of our current directors and executive officers: Edward Feighan, Chairman, is currently the Chairman and CEO of Covius LLC, a privately-held firm providing a range of services to the mortgage securitization industry. Mr. Feighan is a member of the board of directors of Continental Heritage Insurance Company, a specialty insurance company that provides surety bonds and other insurance solutions, and of its parent corporation, Continental Heritage Holding Company. From April 2025 to February 2026, Mr. Feighan served as a member of the board of directors of Titan Environmental Solutions, Inc. (OTC: TESI), a publicly-held provider of non-hazardous solid waste and recycling collection, transportation and disposal services. Mr. Feighan previously served as Chairman and CEO of ProCentury Insurance Corporation (NASDAQ: PROS) from its IPO in 2004 until its sale in 2008. In 1996, Mr. Feighan was the founding CEO of Century Business Services (NYSE: CBZ). Mr. Feighan held elective office in Cleveland, Ohio for twenty consecutive years from 1973 to 1993. After being elected to three terms in the Ohio House of Representatives from 1973 to 1979, Mr. Feighan served a four-year term as a Cuyahoga County Commissioner in the State of Ohio. Subsequently, Mr. Feighan served five terms as a Member of the United States House of Representatives from 1983 to 1993. During those ten years, Mr. Feighan served on the U.S. House Judiciary Committee and Foreign Affairs Committee. Mr. Feighan earned his law degree from Cleveland State University in 1978. The Board believes Mr. Feighan’s extensive operational and executive experience with growth companies pursuing business combination transactions, as well as his fundraising and regulatory insight and public service experience, provides the Company with a critical voice and perspective as the Company continues to develop its business and grow its operations. Richard Celeste, Director, is a consultant and Founding Chair and Member of the Board of the US Olympic Museum (Colorado Springs, CO). In addition, Mr. Celeste serves on the Boards of Global Communities (Silver Springs, MD), Organic India USA (Boulder, CO), and Fabindia Ltd. (India). Mr. Celeste served as the Director of the United States Peace Corps from 1979-1981, as Governor of Ohio from 1983 to 1991, and as the United States Ambassador to India from 1997 to 2001. Mr. Celeste also served as the President of Colorado College from 2002-2011. The Board believes Mr. Celeste’s fundraising and regulatory insight and public service experience provides the Company with a critical voice and perspective as the Company continues to develop its business and grow its operations. Michael Cavanaugh, Chief Executive Officer and Director, is currently the Chief Investment Officer of Tower 1 Partnership, LLC, a single-member family office of the Company’s largest shareholder focused on private and public investments in a variety of industries, Managing Partner and Co-Founder of Atlas Resolution Partners LLC, an advisory firm focused on resolving complex private capital fund issues, and manager of several affiliated investment partnerships. In 2018, Mr. Cavanaugh was Managing Director and Chief Financial Officer of Kaulig Companies, a single-member family office with interests in private equity, real estate and wealth management. From 2016 to 2018, Mr. Cavanaugh was a Managing Director of Conway MacKenzie, a national turnaround consulting firm, where he established and managed the firm’s Cleveland, Ohio office and provided interim management and restructuring services to distressed and underperforming businesses. From 2006 to 2009 and again from 2011 to 2015, Mr. Cavanaugh served as an executive with Resilience Capital Partners, a private equity firm focused on special situation control equity investments, where he served in several capacities, including as a Partner and member of the firm’s Investment Committee and as an officer and director of numerous portfolio companies. Mr. Cavanaugh received a B.A. from Columbia University in 1996, an M.B.A. from the University of Michigan Business School in 2003, and a J.D. from the University of Michigan Law School in 2003. The Board believes Mr. Cavanaugh’s extensive executive management experience and financial, legal and capital raising expertise is valuable to the Company as it continues to develop its business and grow its operations. 28 Patricia Missal, Chief Financial Officer, has served as Chief Financial Officer of the Company since April 2024 and previously as Controller of the Company from January 2023 to April 2024. Ms. Missal previously served as the Chief Financial Officer of Lux Global Label Company from August 2019 to February 2020, and then again from June 2021 to December 2022. She also served as Chief Financial Officer of Thirty-One Gifts, LLC from December 2019 to June 2021, and as Chief Financial Officer of Aero Communications, Inc from September 2011 to June 2019. Ms. Missal, a CPA, received her BSBA in Accounting from Ashland University and her MBA from Cleveland State University. She is a member of the AICPA and the Ohio Society of CPAs. Term of Office In accordance with our Bylaws, our directors are elected at each annual meeting of stockholders and serve until the next annual meeting of stockholders or until their successor has been duly elected and qualified, or until their earlier death, resignation or removal. Director Independence Pursuant to its charter, the Nomination and Corporate Governance Committee reviews the independence of each director annually and makes recommendations to the Board based on its findings. During these reviews, the Nomination and Corporate Governance Committee is to consider transactions and relationships between each director (and his or her immediate family and affiliates) and the Company and our management in order to determine whether any such transactions or relationships are inconsistent with a determination that the director was independent under the independence standards established by the Board from time to time and under the applicable rules of any applicable stock exchange, except to the extent permitted by such rules. While the Nomination and Corporate Governance Committee did not conduct its annual review of director independence in 2025, the Board has determined that all of our directors are independent other than Mr. Cavanaugh, our Chief Executive Officer. Accordingly, our Board of Directors is comprised of a majority of independent directors. Board and Committee Meetings The Board of Directors held six meetings during the year ended December 31, 2025. The directors also, on occasion, communicate informally to discuss the affairs of the Company and, when appropriate, take formal action by written consent of all of the directors, in accordance with our Certificate of Incorporation, Bylaws and Nevada law. Our Board has three standing committees: the Audit Committee, the Compensation Committee and the Nomination and Corporate Governance Committee. Members of such committees met formally and informally from time to time throughout the year ended December 31, 2025 on committee matters, with the Audit Committee holding four meetings, the Compensation Committee holding one meeting, and the Nomination and Corporate Governance Committee holding no meetings. Each director attended, in person or by telephone, 100% of the meetings of the Board and any committee of which he was a member. 29 Attendance at Annual Meeting Although the Company does not have a policy with respect to attendance by members of the Board of Directors at its annual meeting of stockholders, all directors are encouraged to attend. Committees General . The Board of Directors has three standing committees: an Audit Committee, a Compensation Committee, and a Nomination and Corporate Governance Committee. Audit Committee . Mr. Celeste is currently the sole member of our Audit Committee. Our Board has determined that Mr. Celeste is independent within the meaning of applicable SEC rules and qualifies as an audit committee financial expert, as such term is defined in Item 407(d)(5)(ii) of SEC Regulation S-K. The Audit Committee has oversight responsibilities for, among other things: the preparation of our financial statements; oversight of our financial reporting and disclosure processes; the administration, maintenance and review of our system of internal controls regarding accounting compliance; the appointment of our independent registered public accounting firm and review of its qualifications and independence; the review of reports, written statements and letters from our independent registered public accounting firm; and our compliance with legal and regulatory requirements in connection with the foregoing. Compensation Committee . The Compensation Committee currently consists of Messrs. Feighan and Celeste, with Mr. Feighan serving as Chairman. Our Board has determined that Messrs. Feighan and Celeste meet the definition of a “non-employee director” under Rule 16b-3 under the Securities Exchange Act of 1934, as amended, the requirements of Section 162(m) of the Internal Revenue Code for “outside directors.” The duties of our Compensation Committee include, without limitation: reviewing, approving and administering our compensation programs and arrangements to ensure that they are effective in attracting and retaining key employees and reinforcing business strategies and objectives; determining the objectives of our executive officer compensation programs and the specific objectives relating to CEO compensation, including evaluating the performance of the CEO in light of those objectives; approving the compensation of our other executive officers and our directors; review and recommend for approval by the Board the frequency with which the Company should submit to the stockholders an advisory vote on the compensation of the Company’s named executive officers, taking into account any prior stockholder advisory vote on the frequency with which the Company shall hold a stockholder advisory vote on compensation of the Company’s named executive officers; and administering our as-in-effect incentive-compensation and equity-based plans. In making its compensation decisions and recommendations (other than with respect to the compensation of our Chief Executive Officer), the Compensation Committee takes into account the recommendation of our Chief Executive Officer. Other than giving his recommendation, our Chief Executive Officer does not participate in the Compensation Committee’s decisions regarding his own compensation. Nomination and Corporate Governance Committee . The Nomination and Corporate Governance Committee of our Board of Directors currently consists of Messrs. Feighan and Celeste, with Mr. Feighan serving as Chairman. The responsibilities of the Nomination and Corporate Governance Committee include, without limitation: assisting in the identification of nominees for election to our Board of Directors, consistent with approved qualifications and criteria; determining the composition of the Board of Directors and its committees; recommending to the Board of Directors the director nominees for the annual meeting of stockholders; establishing and monitoring a process of assessing the effectiveness of the Board of Directors; developing and overseeing a set of corporate governance guidelines and procedures; and overseeing the evaluation of our directors and executive officers. In considering potential new directors, the Committee may review individuals from various disciplines and backgrounds. Among the qualifications to be considered in the selection of candidates are broad experience in business, finance or administration; familiarity with the Company’s industry; and prominence and reputation. Our Board of Directors does not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee. Our Board of Directors does not have a policy with regard to the consideration of diversity in identifying director candidates, but our Board of Directors believes that the backgrounds and qualifications of its directors, considered as a whole, should provide a composite mix of experience, knowledge, and abilities that will allow our Board of Directors to fulfill its responsibilities. The Board does not currently use an independent search firm in identifying candidates for service on the Board. 30 Board Leadership Structure Mr. Feighan serves as Chairman of the Board, a position he has held since November 2018. The Company has determined its current structure to be most effective as the Chairman serves as a liaison between its directors and management and helps to maintain communication and discussion among the Board and management, while allowing the CEO to focus on the execution of business strategy, growth and development. The Chairman serves in a presiding capacity at Board meetings and has such other duties as are determined by the Board from time to time. The Board’s Role in Risk Oversight Our Board oversees the Company’s risk management efforts by reviewing information provided by management in order to oversee risk identification, risk management, and risk mitigation strategies. Our Board committees assist the Board in overseeing our material risks by focusing on risks related to the particular area of concentration of that committee. For example, our Compensation Committee oversees risks related to our executive compensation plans and arrangements, our Audit Committee oversees the financial reporting, internal control and related-party transaction risks, and our Nomination and Corporate Governance Committee oversees risks associated with the business conduct of the Company. Each committee reports its discussions of the applicable relevant risks at such Board meetings as appropriate. The full Board of Directors incorporates the insight provided by these reports into its overall risk management analysis. Communications with Directors Stockholders may communicate their concerns directly to the entire Board of Directors or specifically to non-management directors. Such communication can be confidential or anonymous, if so designated, and may be submitted in writing to the following address: Board of Directors Range Impact, Inc. c/o Michael Cavanaugh 200 Park Avenue, Suite 400 Cleveland, Ohio 44122 All communications received as described above will be opened by our Secretary for the sole purpose of determining whether the contents constitute a communication to our directors. Any contents that are not in the nature of advertising, promotions of a product or service, or patently offensive material will be forwarded promptly to the director or directors to whom it is addressed. In the case of communications to our Board of Directors or to any group of directors, our Secretary will make sufficient copies of the contents to send to each addressee. Compensation Committee Interlocks and Insider Participation During the year ended December 31, 2025, none of our executive officers or directors was a member of the board of directors of any other company where the relationship would be construed to constitute an interlocking relationship (as described in Item 407(e)(iii) of SEC Regulation S-K). Code of Business Conduct and Ethics/Insider Trading Policy The Company’s Code of Business Conduct and Ethics applies to all of its employees, including its Chief Executive Officer and its Chief Financial Officer. The Code of Business Conduct and Ethics and all Committee charters are posted on the Company’s website at https://rangeimpact.com/investors/ . In addition, the Company has adopted a Policy on Insider Trading and Confidentiality that applies to all officers, directors, employees, contractors and consultants to the Company and its subsidiaries, prohibiting any of them, or members of their immediate family or household, from, among other things, engaging in transactions in transactions involving a purchase or sale of the Company’s securities while in possession of Material Nonpublic Information (as defined in such Policy) until the public disclosure of such Material Nonpublic Information or at such time as such nonpublic information is no longer material. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of a registered class of our equity securities (the “Reporting Persons”) to file with the SEC reports on Forms 3, 4 and 5 concerning their ownership of and transactions in our common stock and other equity securities. Based solely on a review of SEC filings and other procedures performed as deemed necessary, we believe that all Reporting Persons complied with these requirements during the year ended December 31, 2025, except that (i) each of our directors, including our Chief Executive Officer, failed to timely file a Form 4 reporting their receipt of options to purchase the Company’s common stock under the Range Impact, Inc. 2021 Stock Incentive Plan on April 3, 2025 as reported in a Form 4 filed by each such person on April 8, 2025, and (ii) Joseph E. LoConti, a beneficial owner of more than 10% of our outstanding Common Stock, failed to timely file a Form 4 reporting (A) a January 28, 2025 purchase of 5,000 shares of our Common Stock by Paragon Small Cap Fund I, LP (“Paragon”), of which he is the beneficial owner, until February 24, 2025, (ii) purchases of 5,000 shares of our Common Stock on each of February 6, 2025 and February 18, 2025, until May 29, 2025 and (iii) a April 7, 2025 purchase of 113,000 shares of our Common Stock by Paragon until May 6, 2025. 31 Item 11. Executive Compensation The following table summarizes all compensation recorded by us during the years ended December 31, 2025 and December 31, 2024, for our current principal executive officer and principal financial officer. Summary Compensation Table Name Period Ending Salary ($) Option Awards (non-cash) (1) Total ($) Michael Cavanaugh, Chief Executive Officer Year Ended 12/31/25 236,000 74,500 (2) 310,500 (principal executive officer) Year Ended 12/31/24 236,000 - 236,000 Patricia Missal, Chief Financial Officer Year Ended 12/31/25 230,625 22,500 (4) 253,125 (principal financial officer) Year Ended 12/31/24 267,750 95,000 (3) 362,750 (1) The method used and the assumptions made to calculate the fair value of option awards included in this table are described in Footnote 6 of the financial statements and the accompanying notes for the years ended December 31, 2025 and December 31, 2024 appearing elsewhere in this Annual Report. (2) Based on the fair value of an option to purchase 250,000 shares of common stock with an exercise price of $0.148 per share granted in April 2025 and an option to purchase 250,000 shares of common stock with an exercise price of $0.15 per share, granted in December 2025. (3) Ms. Missal was appointed as Chief Financial Officer in April 2024. The value of the option award is based on the fair value of an option to purchase 250,000 shares of common stock with an exercise price of $0.38 per share, granted in April 2024. (4) Based on the fair value of an option to purchase 150,000 shares of common stock with an exercise price of $0.15 per share granted in December 2025. 32 Outstanding Equity Awards at December 31, 2025 Option Awards Number of securities underlying unexercised option Option Exercise Option Expiration Grant Date Exercisable Unexercisable Price ($) Date Michael Cavanaugh (1) 05/08/2019 500,000 - 0.35 5/8/2029 06/27/2019 250,000 - 0.30 6/27/2029 12/10/2021 350,000 - 0.277 12/10/2031 11/30/2022 750,000 - 0.18 11/30/2032 12/21/2023 1,000,000 - 0.212 12/21/2033 04/03/2025 250,000 - 0.148 4/03/2035 12/31/2025 250,000 - 0.15 12/31/2035 Patricia Missal (2) 04/25/2024 250,000 - 0.38 4/25/2034 12/31/2025 150,000 - 0.15 12/31/2035 (1) Granted under the Company’s Equity Incentive Plan, the awards consist of (i) an option to purchase 500,000 shares of common stock, 250,000 of which became fully exercisable in May 2020 and 250,000 of which became fully exercisable in May 2021, (ii) an option to purchase 250,000 shares of common stock, 125,000 of which became fully exercisable in June 2020 and 125,000 of which became fully exercisable in June 2021, (iii) an option to purchase 350,000 shares of common stock, all of which became fully exercisable in December 2021, (iv) an option to purchase 750,000 shares of common stock, all of which became fully exercisable in November 2022, (v) an option to purchase 1,000,000 shares of common stock, all of which became fully exercisable in December 2023, (vi) an option to purchase 250,000 shares of common stock, all of which became fully exercisable in April 2025, and (vii) an option to purchase 250,000 shares of common stock, all of which became fully exercisable in December 2025. (2) Granted under the Company’s Equity Incentive Plan, the award consists of (i) an option to purchase 250,000 shares of common stock, 125,000 which became fully exercisable in April 2024 and 125,000 of which became fully exercisable in April 2025 and (ii) an option to purchase 150,000 shares of common stock all of which became fully exercisable in December 2025. Compensation of Directors Directors receive a combination of cash and equity awards as compensation for their service. There are no additional fees paid for meetings attended although our directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our Board of Directors and committees. 33 Director Compensation Table The following table shows compensation paid to our non-employee directors during the year ended December 31, 2025: Name Fees earned or paid in cash Option awards (non-cash) (1) All other compensation Total Richard Celeste (1) $ 36,000 $ 74,500 $ - $ 110,500 Edward Feighan (1) $ 136,000 $ 74,500 - $ 210,500 (1) The method used and the assumptions made to calculate the fair value of the options are described in Footnote 6 of the financial statements and the accompanying notes for the years ended December 31, 2025 and December 31, 2024 appearing elsewhere in this Annual Report. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth certain information regarding the beneficial ownership of our common stock by (i) each person who, to our knowledge, beneficially owns more than 5% of our common stock, (ii) each of our directors and named executive officers, and (iii) all of our current executive officers and directors as a group. Unless otherwise indicated in the footnotes to the following table, the address of each person named in the table is: c/o Range Impact, Inc., 200 Park Avenue, Suite 400, Cleveland, Ohio 44122. Shares of our common stock subject to options, warrants or other rights currently exercisable or exercisable within 60 days after December 31, 2025, are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the person holding such options, warrants, convertible notes or other rights, but are not deemed outstanding for computing the beneficial ownership percentage of any other person. Name of Beneficial Owner Number of Shares Beneficially Owned Percentage Beneficially Owned (1) Directors and Named Executive Officers: Edward Feighan (2) 6,750,917 5.9 Michael Cavanaugh (3) 5,896,458 5.2 Richard Celeste (4) 1,750,000 1.5 Patricia Missal (5) 400,000 0.4 All Directors and Executive Officers as a Group (4 persons) 14,797,375 13.1 Joseph E. LoConti (6) 26,645,789 23.5 Indemnity National Insurance Company (7) 21,333,333 18.8 (1) Based on 113,316,078 shares of our common stock issued and outstanding as of March 30, 2026. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. (2) Includes (i) 3,732,356 shares of the Company’s common stock held directly by Mr. Feighan, (ii) currently exercisable options to purchase 2,333,333 shares of common stock, and (iii) 685,228 shares of the Company’s common stock held by The Feighan Family Fund, LLC (the “Feighan Fund”), an entity beneficially owned by Mr. Feighan. 34 (3) Consists of (i) 2,546,458 shares of common stock and (ii) currently exercisable options to purchase 3,350,000 shares of common stock. (4) Represents currently exercisable options to purchase 1,750,000 shares of common stock. (5) Represents currently exercisable options to purchase 400,000 shares of common stock. (6) This information is based solely on the Form 4 filed on Mr. LoConti on September 25, 2025. Mr. LoConti’s address is 200 Park Avenue, Suite 400, Orange Village, Ohio 44122. (7) This information is based solely on the Schedule 13G filed by Indemnity National Insurance Company on November 7, 2023. Indemnity National Insurance Company’s address is 238 Bedford Way, Franklin, Tennessee 37064. Item 13. Certain Relationships and Related Transactions, and Director Independence Transactions with Related Persons On January 21, 2025, the Company entered into a securities purchase agreement with Tower IV, LLC, an Ohio limited liability company (“Tower IV”), providing for the issuance and sale by the Company to Tower IV of an aggregate of 3,333,333 shares of the Company’s common stock (the “Shares”) at a price of $0.15 per share. The aggregate gross proceeds from the sale of the Shares were approximately $500,000. Mr. Joseph E. LoConti (“LoConti”) is the beneficial owner of Tower IV. On March 31, 2025, Range Sky View Land LLC (“Range Sky”), a wholly-owned subsidiary of the Company, entered into a Purchase and Sale Agreement (“Sky View Purchase Agreement”) with AppleAtcha Land, LLC (“AppleAtcha”) and WV Reclaim Co, LLC (“Reclaim,” and collectively with AppleAtcha, the “Sellers”) pursuant to which Range Sky agreed to purchase, among other things: (i) approximately 14,670 acres of real property located in Clay, Fayette and Nicholas Counties, West Virginia, associated with the Fola mining operations (“Fola Mine”), including surface property and coal owned by Sellers; (ii) certain real property agreements, including surface leases and solar leases, located at the Fola Mine; (iii) certain coal royalty and overriding royalty agreements associated with the Fola Mine; (iv) certain equipment and other personal property located at the Fola Mine; (v) related accounts receivable owing to Sellers; and (vi) to the extent transferrable and subject to all required governmental approvals, the management and reclamation of thirty-six (36) permits associated with the Fola Mine ((i) through (vi) collectively, the “Purchased Assets”) in exchange for $2,958,516 (“Purchase Consideration”) comprised of (a) certain assumed liabilities relating to the Purchased Assets and (b) a credit against the amounts owed by Sellers to the Company and its subsidiaries for the provision of various reclamation, mining and security services provided at the Fola Mine. The Purchase Agreement contains terms, conditions, covenants, indemnification provisions, and representations and warranties from each of the respective parties that are customary and typical for a transaction of this nature. AppleAtcha is a wholly-owned subsidiary of Fola Landholding, LLC (“Fola Holding”). Fola Holding is 80%-owned by Tower IV, an investment entity owned by the daughters of LoConti, the Company’s largest shareholder. Devica Capital, LLC (“Devica”), an investment entity owned by Michael Cavanaugh (“Cavanaugh”), the Company’s Chief Executive Officer and member of the Company’s board of directors, owns the remaining 20% of Fola Holding. LoConti and Cavanaugh are the sole managers of Fola Holding and AppleAtcha. LoConti also owns approximately 9% of the outstanding stock of Continental Heritage Holding Company (“CHHC”), which owns Continental Heritage Insurance Company (“CHIC”), a specialty insurance company, which holds the reclamation bonds being assumed by the Company in connection with the transactions reflected by the Sky View Purchase Agreement. Edward Feighan, the Company’s Chairman of the Board, is a member of the board of directors of CHHC and owns approximately 7% of the outstanding stock of CHHC. On May 30, 2025, Range Sky entered into a Transaction Advisory Agreement (“Advisory Agreement”) with AppleAtcha and Reclaim pursuant to which AppleAtcha and Reclaim agreed to pay Range Sky $750,000 and $25,000, respectively (collectively, the “Advisory Fee”), in consideration of Range Sky’s provision of transition advisory services in connection with the sale by AppleAtcha and Reclaim 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”). The Advisory Fee is due and payable only upon the closing of the sale of the Ramp Run Mine to a third-party (the “Payment Condition”). The Advisory Agreement is terminable by any of the parties on written notice to the others provided that in the event that the Payment Condition is satisfied within 120 days after the date of a termination by Reclaim and AppleAtcha, then in such case, Range Sky would still be entitled to receive the Advisory Fee payable in full on the closing date of the sale. The Ramp Run Mine was sold to Ramp Run Mining, LLC and the Advisory Fee was paid in full on May 30, 2025. On June 30, 2025, Range Sky (i) acquired two mining permits for which the Company had previously assumed management and reclamation responsibilities through the Fola Acquisition and (ii) assumed a Coal Mining Lease entered into by AppleAtcha, as lessor, Reclaim, as permittee, and Coal-Mac LLC, as lessee. On July 1, 2025, Range Sky and AppleAtcha entered into an Assignment and Assumption Agreement (“Assignment”) pursuant to which AppleAtcha assigned to Range Sky a Coal Mining Lease entered into by AppleAtcha, as lessor, and Contura CAPP Land, LLC, as lessee (the “Contura Coal Lease”), pursuant to a Purchase and Sale Agreement, dated as of March 31, 2025, by and among Reclaim, Range Sky and AppleAtcha. 35 On September 24, 2025, the Company entered into a securities purchase agreement with Tower IV pursuant to which Tower IV purchased 2,333,333 shares of the Company’s common stock (the “Shares”) at a price of $0.15 per share. The aggregate gross proceeds from the sale of the Shares were approximately $350,000. Mr. Joseph E. LoConti is the beneficial owner of Tower IV. On December 31, 2025, Range Bluegrass Land, LLC, a wholly-owned indirect subsidiary of the Company (“Range Bluegrass”), entered into a Purchase and Sale Agreement (the “Bluegrass Purchase Agreement”) with Continental Land Co., LLC (“Continental Land”) for the purchase of the real and personal property commonly associated with the past Premier Elkorn and Cambrian Coal mining operations in Eastern Kentucky (the “Premier-Cambrian Mine”) in exchange for Range Bluegrass’ agreement to assume responsibility for the oversight, management and release of forty-three (43) mining permits owned by Reckoning Reclamation, LLC (“Reckoning”) associated with the Premier-Cambrian Mine. In connection with its assumption of the reclamation costs, on December 31, 2025, Range Bluegrass also entered into a Joinder to General Indemnity Agreement (“GIA Joinder”) by and among Range Bluegrass, Reckoning, and CHIC, the latter of which issued the surety bonds with respect to the permits associated with the mines on the Premier-Cambrian Mine (the “Reckoning Permits”), pursuant to which Range Bluegrass pledged the purchased real and personal property associated with the Premier-Cambrian Mine as collateral in support of the approximately $54 million in bonds issued by CHIC for the Reckoning Permits. Continental Land is 100% owned by Fola Holding, a related party of Messrs. LoConti and Cavanaugh. LoConti also owns approximately 9% of the outstanding stock of CHHC, which holds the reclamation bonds, the liability for which is being assumed by Range Bluegrass in connection with the transactions reflected by the Bluegrass Purchase Agreement. Through the filing of this Annual Report, except for the transactions listed above, there have been no other transactions, and there are no currently proposed transactions, in which we were or are to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years and in which any related person had or will have a direct or indirect material interest. Director Independence Our Board of Directors has determined that Messrs. Feighan and Celeste would qualify as “independent” as that term is defined by Nasdaq Listing Rule 5605(a)(2). Mr. Cavanaugh would not qualify as “independent” because he currently serves as our Chief Executive Officer. Item 14. Principal Accounting Fees and Services Independent Registered Public Accounting Firm’s Fee Summary The following table provides information regarding the fees billed to us by Meaden & Moore, Ltd., our independent registered public accounting firms, for services rendered in the years ended December 31, 2025 and 2024. All fees described below were approved by our Board of Directors: For the year ended December 31, 2025 For the year ended December 31, 2024 Audit Fees $ 130,000 $ 124,935 Tax Fees 39,000 33,000 All Other Fees 19,500 41,685 Total Fees $ 188,500 $ 199,620 Audit Fees. The fees identified under this caption were for professional services rendered by Meaden & Moore, Ltd. for the audit of our annual financial statements. The fees identified under this caption also include fees for professional services rendered by Meaden & Moore, Ltd. for the review of the financial statements included in our quarterly reports on Forms 10-Q. In addition, the amounts include fees for services that are normally provided by the auditor in connection with regulatory filings and engagements for the years identified. Tax Fees. Tax fees consist principally of assistance related to tax compliance and reporting. All Other Fees . These fees consist primarily of accounting consultation fees related to potential collaborative agreements. Pre-Approval Policies and Procedures Our Audit Committee’s charter requires our Audit Committee to pre-approve all audit and permissible non-audit services to be performed for the Company by our independent registered public accounting firm, giving effect to the “de minimis” exception for ratification of certain non-audit services allowed by the applicable rules of the SEC, in order to assure that the provision of such services does not impair the auditor’s independence. Since the establishment of our Audit Committee on August 24, 2012, the Audit Committee approved in advance all services provided by our independent registered public accounting firm. All engagements of our independent registered public accounting firm for 2012 entered into prior to the establishment of the Audit Committee were pre-approved by the Board of Directors. 36 PART IV Item 15. Exhibits, Financial Statement Schedules (a) (1) The financial statements filed as a part of this Annual Report are as follows: Report of Independent Registered Public Accounting Firm (PCAOB ID 314 ) F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3 Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 F-4 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025 and 2024 F-5 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 F-6 Notes to Consolidated Financial Statements F-7 (2) Schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. (3) The exhibits filed with this Annual Report are set forth in the Exhibit Index included at the end of this Annual Report, which is incorporated herein by reference. Item 16. Form 10-K Summary None. 37 Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. RANGE IMPACT, INC. Date: March 30, 2026 By: /s/ Michael Cavanaugh Michael Cavanaugh Chief Executive Officer (Principal Executive Officer) KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael Cavanaugh as his or her true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this report and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report is signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/ Michael Cavanaugh Chief Executive Officer and Director March 30, 2026 Michael Cavanaugh (Principal Executive Officer) /s/ Edward Feighan Director March 30, 2026 Edward Feighan /s/ Richard Celeste Director March 30, 2026 Richard Celeste 38 EXHIBIT INDEX 2.1 Agreement and Plan of Merger, dated September 14, 2011, by and between Stevia First Corp. and Legend Mining Inc. (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2011) 3.1.1 Articles of Incorporation of Stevia First Corp. (Incorporated by reference to Exhibit 3.1 to the registrant’s Registration Statement on Form S-1 filed with the SEC on August 6, 2008 (File No. 333-152830).) 3.1.2 Certificate of Amendment of Articles of Incorporation of Vitality Biopharma, Inc. (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 19, 2016.) 3.1.3 Articles of Merger, effective October 10, 2011 (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2011.) 3.1.4 Certificate of Change, effective October 10, 2011 (Incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2011.) 3.1.5 Articles of Merger, dated as of September 30, 2021, (Incorporated by reference to Exhibit 3.1.5 to the registrant’s Current Report on Form 8-K filed with the SEC on October 12, 2021.) 3.2.1. Bylaws of Stevia First Corp. (Incorporated by reference to Exhibit 3.2 to the registrant’s Registration Statement on Form S-1 filed with the SEC on August 6, 2008 (File No. 333-152830).) 3.2.2 Certificate of Amendment of Bylaws of Stevia First Corp. (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 7, 2012.) 3.2.3. Bylaws of Malachite Innovations, Inc., effective as of November 10, 2021 (Incorporated by reference to Exhibit 3.2.3 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 15, 2021.) 10.10 Form of Common Stock Purchase Warrant (Incorporated by reference to Exhibit 10.10 to the registrant’s Registration Statement on Form S-1 filed with the SEC on August 31, 2021 (File No. 333-259010). 10.11# Vitality Biopharma, Inc. 2021 Stock Incentive Plan (Incorporated by reference to Exhibit 99.1 to the registrant’s Registration Statement on Form S-8 filed with the SEC on September 3, 2021.) 10.12 Second Amended and Restated Revolving Promissory Note, dated as of December 20, 2024, made by the Company, in favor of Independence Bank in the amount of $1,000,000. (Incorporated by reference to Exhibit 10.12 to the registrant’s Form 10-K filed with the SEC on March 31, 2025) 10.13 Second Amended and Restated Revolving Promissory Note, dated as December 20, 2024, made by Range Environmental Resources, Inc. and Range Natural Resources, Inc., in favor of Independence Bank in the amount of $1,000,000. (Incorporated by reference to Exhibit 10.13 to the registrant’s Form 10-K filed with the SEC on March 31, 2025) 10.14 Securities Purchase Agreement, dated as of January 21, 2025, between the Company and Tower IV, LLC (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on January 23, 2025.) 10.15 Stock Purchase Agreement between the Company and Placer Biosciences Inc., dated as of September 30, 2024 (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on October 2, 2024.) 10.16 Asset Purchase Agreement by and among Haney’s Equipment, LLC, Collins Reclamation, LLC, R L Collins, LLC, Braxton Materials, LLC and Collins Building & Contracting, Inc., dated as August 22, 2024 (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on August 29, 2024.) 10.17 Securities Purchase Agreement between the Company and Continental Heritage Holding Company, LLC, dated as of June 17, 2024 (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on June 20, 2024.) 10.18 Purchase and Sale Agreement by and among AppleAtcha Land, LLC, WV Reclaim Co, LLC and Range Sky View Land LLC, dated as of March 31, 2025 (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on April 2, 2025). 10.19 Transaction Advisory Agreement by and among AppleAtcha Land, LLC, WV Reclaim Co, LLC and Range Sky View Land LLC, dated as of May 30, 2025 (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on June 4, 2025). 10.20 Purchase and Sale Agreement between WV Reclaim Co, LLC and Range Sky View Land LLC, dated June 30, 2025 (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on July 3, 2025). 10.21 Assignment and Assumption Agreement between AppleAtcha Land LLC and Range Sky View Land LLC (Incorporated by reference to Exhibit 10.2 to the registrant’s Form 8-K filed with the SEC on July 3, 2025). 10.22 Securities Purchase Agreement, dated September 23, 2025, between the registrant and Edward F. Feighan (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on September 24, 2025). 10.23 Securities Purchase Agreement, dated September 23, 2025, between the registrant and Michael Cavanaugh (Incorporated by reference to Exhibit 10.2 to the registrant’s Form 8-K filed with the SEC on September 24, 2025). 10.24 Securities Purchase Agreement, dated September 23, 2025, between the registrant and Tower IV, LLC (Incorporated by reference to Exhibit 10.3 to the registrant’s Form 8-K filed with the SEC on September 24, 2025). 10.25 Stock Purchase Agreement between Range Reclaim, LLC and Collins Reclamation, LLC, dated as of December 31, 2025 (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on January 7, 2026). 10.26 Purchase and Sale Agreement between Continental Land Co., LLC and Range Bluegrass Land, LLC, dated as of December 31, 2025 (Incorporated by reference to Exhibit 10.2 to the registrant’s Form 8-K filed with the SEC on January 7, 2026). 10.27 Option Agreement between Range Bluegrass Land, LLC and MRR CNG, LLC, dated December 31, 2025 (Incorporated by reference to Exhibit 10.3 to the registrant’s Form 8-K filed with the SEC on January 7, 2026). 10.28 Consulting Agreement between the registrant and MRR CNG, LLC, dated December 31, 2025 (Incorporated by reference to Exhibit 10.4 to the registrant’s Form 8-K filed with the SEC on January 7, 2026). 10.29 Consulting Agreement between the registrant and F&G LLC, dated December 31, 2025 (Incorporated by reference to Exhibit 10.5 to the registrant’s Form 8-K filed with the SEC on January 7, 2026). 10.30 Membership Interest Option and Cash Distribution Right Agreement between Range Bluegrass Land, LLC and Wicks Building LLC, dated December 31, 2025 (Incorporated by reference to Exhibit 10.4 to the registrant’s Form 8-K filed with the SEC on January 7, 2026). 10.31 Joinder to General Indemnity Agreement between Continental Heritage Insurance Company, Range Bluegrass Land, LLC and Reckoning Reclamation, LLC, dated as of December 31, 2025 (Incorporated by reference to Exhibit 10.7 to the registrant’s Form 8-K filed with the SEC on January 7, 2026). 19* Policy on Insider Trading and Confidentiality (Incorporated by reference to Exhibit 19 to the registrant’s Form 10-K filed with the SEC on March 31, 2025). 21.1* Subsidiaries 23.1* Consent of Meaden & Moore, Ltd . 23.3* Power of Attorney (included on the signature page to this Annual Report.) 31.1* Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities and Exchange Act of 1934 31.2* Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities and Exchange Act of 1934 32.1* Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 95* Mine Safety Disclosures 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document * Filed herewith # Management contract or compensatory plan or arrangement. 39 Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID 314) F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3 Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 F-4 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025 and 2024 F-5 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 F-6 Notes to Consolidated Financial Statements F-7 F- 1 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors of Range Impact, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Range Impact, Inc. (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended, and the related notes and schedules (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, 2025 and 2024, 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. Going Concern The accompanying consolidated financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 1 to the financial statements, the entity has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the 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. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit 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 audit 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. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the Audit Committee and that: 1) relates to accounts or disclosures that are material to the consolidated financial statements and 2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Asset Retirement Obligations As described in Notes 1, 4, 5 and 6 to the consolidated financial statements, the Company’s consolidated asset retirement obligation was $79,344,297 as of December 31, 2025. The Company records the asset retirement obligation at fair value in the period in which the legal obligation associated with the retirement of the long-lived asset is incurred. Changes to the asset retirement obligation resulting from permitted sites being added or deleted or changes in future cash flow estimates are made in the period in which the change occurs and are offset by increasing or decreasing the carrying value of the related long-lived asset by an equal amount. Changes to the asset retirement obligation are also recognized as accretion expense in future periods. Changes to long-lived assets are also recognized as amortization expense in future periods. On at least an annual basis, the Company reviews its estimated future cash flows for its asset retirement obligation. We identified the valuation of the asset retirement obligation as a critical audit matter because the estimate involves a high degree of subjectivity and auditing the significant assumptions utilized by management in estimating the amount of the liability requires judgment. In particular, the obligation is determined using a discounted cash flow technique and is based upon mining permit requirements and various assumptions including discount rates, inflation rate, timing of reclamation activities, and the nature of and inputs of expected costs of reclamation activities. Our audit procedures related to the Company’s asset retirement obligation included the following, among others: ● We obtained an understanding of the relevant controls related to the Company’s accounting for the asset retirement obligation, including the design of the controls over management’s review of the significant assumptions and data inputs described above. ● We compared significant valuation assumptions including the discount rates and inflation rate to market data to assist in testing the Company’s discounted cash flow model. ● The Company utilized an external specialist (mining engineer) to evaluate the reasonableness of the assumptions and inputs used in estimating the asset retirement obligations. We reviewed the external specialist’s report and conducted interviews with the external specialist to gain an understanding of the scope of their work and of their skills, knowledge, experience, and expertise in this area. ● Based on the findings of the specialist, we reviewed the nature of the inputs to expected costs of reclamation activities and agreed to underlying support, assessed consistency of methodology in setting assumptions, evaluated the reasonableness of the estimated costs based on permit type and individual attributes, and compared actual costs to recent operating data from management. /s/ Meaden & Moore, Ltd. MEADEN & MOORE, LTD. We have served as the Company’s auditor since 2021. Cleveland, Ohio March 30, 2026 F- 2 RANGE IMPACT, INC. CONSOLIDATED BALANCE SHEETS 2025 2024 December 31 2025 2024 Assets Current Assets Cash and cash equivalents $ 2,110,171 $ 167,286 Accounts receivable 617,929 - Prepaid expenses 14,810 28,723 Deposits 15,395 - Current assets of discontinued operations - 3,363,424 Equipment held for sale - 733,613 Total current assets 2,758,305 4,293,046 Long-Term Assets Land 42,548,402 1,008,897 Property and equipment, net of accumulated depreciation 115,375 890,772 Long-term intangible assets 77,814,610 - Total long-term assets 120,478,387 1,899,669 Total Assets $ 123,236,692 $ 6,192,715 Liabilities and Stockholders’ Equity Current Liabilities Line of credit $ - $ 2,000,000 Current portion of long-term debt - 789,719 Current portion of bank debt 400,000 - Accounts payable 1,136,907 335,120 Accrued expenses 2,165,909 161,832 Current liabilities of discontinued operations - 256,938 Total current liabilities 3,702,816 3,543,609 Long-Term Liabilities Long-term debt, net of current portion - 1,814,701 Bank debt, net of current portion 1,400,000 - Deposits held 1,000,000 - Asset retirement obligations 79,344,297 - Total long-term liabilities 81,744,297 1,814,701 Total liabilities 85,447,113 5,358,310 Stockholders’ Equity Controlling Interest: Common stock, par value $ 0.001 per share; 1,000,000,000 shares authorized; 112,282,745 and 104,727,189 shares issued and outstanding, respectively 112,283 104,727 Additional paid-in-capital 59,063,484 57,609,560 Accumulated deficit ( 37,712,204 ) ( 56,879,882 ) Total controlling equity interest 21,463,563 834,405 Noncontrolling equity interest 16,326,016 - Total stockholders’ equity 37,789,579 834,405 Total Liabilities and Stockholders’ Equity $ 123,236,692 $ 6,192,715 The accompanying notes are an integral part of these consolidated financial statements. F- 3 RANGE IMPACT, INC. CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, 2025 Year Ended December 31, 2024 Revenues $ 3,710,714 $ - Costs and expenses: Costs of services 183,191 385,265 Depreciation of property and equipment 78,383 89,947 Amortization of long-term intangible assets 1,098,737 - Accretion of asset retirement obligations 1,912,968 - General and administrative 2,177,299 1,677,326 Total operating expenses 5,450,578 2,152,538 (Loss) from continuing operations before other income (expense) ( 1,739,864 ) ( 2,152,538 ) Other income (expense): Gain on bargain purchase 21,928,500 - Gain on disposal of asset retirement obligations 2,444 - Gain on sale of fixed assets 1,085 - Other income 83,627 39,227 Fixed asset impairment ( 831,027 ) ( 738,913 ) Interest expense ( 252,279 ) ( 255,972 ) Interest income 353 7,405 Total other income (expense) 20,932,703 ( 948,253 ) Income (loss) from continuing operations before income tax 19,192,839 ( 3,100,791 ) Income tax expense attributable to continuing operations - ( 77,368 ) Income (loss) from continuing operations 19,192,839 ( 3,178,159 ) Loss from discontinued operations ( 25,161 ) ( 6,619,924 ) Net income (loss) $ 19,167,678 $ ( 9,798,083 ) Net income (loss) per share – basic and diluted $ 0.18 $ ( 0.09 ) Weighted average number of common shares outstanding – basic and diluted 109,350,933 104,727,189 The accompanying notes are an integral part of these consolidated financial statements. F- 4 RANGE IMPACT, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Shares Amount Capital Deficit Interest Total Additional Common Stock Paid-in- Accumulated Noncontrolling Shares Amount Capital Deficit Interest Total Balance, December 31, 2023 101,023,485 $ 101,023 $ 56,547,804 $ ( 47,081,799 ) $ - $ 9,567,028 Shares issued for cash 3,703,704 3,704 996,296 - - 1,000,000 Stock based compensation - - 65,460 - - 65,460 Net loss - - - ( 9,798,083 ) - ( 9,798,083 ) Balance, December 31, 2024 104,727,189 $ 104,727 $ 57,609,560 $ ( 56,879,882 ) - $ 834,405 Balance 104,727,189 $ 104,727 $ 57,609,560 $ ( 56,879,882 ) - $ 834,405 Shares issued for cash 7,555,556 7,556 1,142,444 - - 1,150,000 Stock based compensation - - 311,480 - - 311,480 Noncontrolling equity interest - - - - 16,326,016 16,326,016 Net income - - - 19,167,678 - 19,167,678 Net income (loss) - - - 19,167,678 - 19,167,678 Balance, December 31, 2025 112,282,745 $ 112,283 $ 59,063,484 $ ( 37,712,204 ) $ 16,326,016 $ 37,789,579 Balance 112,282,745 $ 112,283 $ 59,063,484 $ ( 37,712,204 ) 16,326,016 $ 37,789,579 The accompanying notes are an integral part of these consolidated financial statements. F- 5 RANGE IMPACT, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, 2025 Year Ended December 31, 2024 Cash flows from operating activities: Net income (loss) $ 19,167,678 $ ( 9,798,083 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Gain on bargain purchase ( 21,928,500 ) - Net loss on asset disposals of discontinued operations - 3,677,500 Gain on disposition of business - ( 100 ) Gain on disposition of asset retirement obligations ( 2,444 ) - Gain on sale of fixed assets ( 1,085 ) - Fair value of vested stock options 311,480 65,460 Goodwill impairment of discontinued operations - 751,421 Fixed asset impairment 878,269 738,913 Depreciation of property and equipment 78,383 89,947 Depreciation of discontinued operations 91,908 1,779,050 Amortization of long-term intangible assets 1,098,737 - Accretion of asset retirement obligations 1,912,968 - Changes in operating assets and liabilities: Accounts receivable ( 390,188 ) - Accounts receivable from discontinued operations - 3,970,553 Unbilled receivables from discontinued operations 22,813 5,788 Contract assets from discontinued operations 154,354 92,956 Prepaid expenses and other current assets 13,913 86,601 Accounts payable 580,345 ( 3,378,895 ) Accounts payable from discontinued operations ( 221,442 ) 221,442 Accrued expenses ( 113,696 ) 60,549 Accrued expenses from discontinued operations ( 35,496 ) 35,496 Cash paid for asset retirement obligations ( 1,479,574 ) - Deposits ( 15,395 ) 1,442 Deposits from discontinued operations - 8,534 Net cash provided by (used in) operating activities 123,028 ( 1,591,426 ) Cash flows from investing activities: Cash paid for equipment purchases ( 100,000 ) - Proceeds from asset sales 492,000 - Long-term deposits received 1,000,000 - Net proceeds from sale of assets from discontinued operations - 270,000 Net insurance proceeds from casualty loss from discontinued operations - 160,000 Net proceeds from disposition of Graphium Biosciences - 100 Net cash provided by investing activities 1,392,000 430,100 Cash provided by financing activities: Issuance of shares for cash 1,150,000 1,000,000 Repayment of long-term debt ( 522,143 ) ( 1,448,188 ) Repayment of line of credit ( 200,000 ) ( 400,000 ) Net cash provided by/ (used in) financing activities 427,857 ( 848,188 ) Net increase (decrease) in cash and cash equivalents 1,942,885 ( 2,009,514 ) Cash and cash equivalents - beginning of period 167,286 2,176,800 Cash and cash equivalents - end of period $ 2,110,171 $ 167,286 Supplemental disclosure of cash flow information: Cash paid during the period for: Interest expense $ 170,579 $ 486,515 Income taxes $ - $ 77,368 Supplemental schedule of non-cash investing and financing activities: Line of credit converted to term bank debt $ 1,800,000 $ - Reduction in accounts receivable as part of FOLA transaction $ 2,958,516 $ - Acquisition of land related to asset retirement obligation $ 41,359,505 $ - Debt forgiveness related to equipment surrender $ - $ 1,012,375 Debt forgiveness related to Collins Building asset disposal $ - $ 2,940,836 Debt reduction transferred to deficiency claim $ 2,082,277 $ - Initial recording of asset retirement cost and asset retirement obligation $ 79,701,104 $ - Reduction of bargain purchase gain for noncontrolling equity interest $ 16,326,016 $ - The accompanying notes are an integral part of these consolidated financial statements. F- 6 RANGE IMPACT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 1. BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Range Impact, Inc. (the “Company”, “we”, “us” or “our”), was incorporated in the State of Nevada on June 29, 2007. Since 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. and Range Natural Resources, Inc. in May 2022, and Collins Building & Contracting, Inc. in August 2023. The Company subsequently sold substantially all the assets of Collins Building in August 2024, followed by a complete divestment in December 2025, and divested Graphium Biosciences, Inc. in September 2024, as described in more detail in Note 4. Since March 2025, the Company conducts its business under two operating segments: Range Land and Range Services. Significant land and asset acquisitions include: ● Hobet Mine Acquisition (September 2023): The Company acquired 1,745 acres of surface and mineral interests in Lincoln and Boone Counties, West Virginia, for a total cash purchase price of $ 948,376 . ● Fola 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”) from AppleAtcha Land, LLC, an entity indirectly owned by the Company’s largest shareholder and its CEO (“AppleAtcha”). 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 (“Reclaim”), 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. ● Ramp Run Mine Transaction (May 2025): The Company entered into a Transaction Advisory Agreement (“Advisory Agreement”) with AppleAtcha and 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”). ● Winoc 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): The Company 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”) from Continental Land, LLC, an entity indirectly owned by the Company’s largest shareholder and its CEO. The 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. The Premier-Cambrian Acquisition is described in more detail in Note 5. Going Concern The 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 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. The 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 its cash balance of $ 2,110,171 against near term cash requirements and expected revenues to be generated by the Company’s operating business segments. 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. 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. As a result, management’s plans do not currently overcome the substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the accompanying financial statements are issued. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) and with the instructions to Form 10-K and Article 8 of Regulation S-X. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries: CLV Azurite Land LLC, Collins Building & Contracting, Inc. (sold in December 2025 and included in discontinued operations in 2025 and retroactively for 2024), Graphium Biosciences, Inc. (sold in September 2024 and included in discontinued operations in 2024), Range Bluegrass Land, LLC, Range Environmental Resources, Inc., Range Land, LLC, Range Minerals, LLC, Range Natural Resources, Inc., Range Reclaim, LLC, Range Rock Creek Land, LLC, Range Security, LLC, Range Security Resources, LLC, Range Sky View Land, LLC, Range Water, LLC, and Terra Preta, LLC, and have been prepared in accordance with accounting principles generally accepted in the United States of America. Intercompany balances and transactions have been eliminated in consolidation. Reclassifications Certain prior period amounts have been reclassified to conform with the current period’s presentation. F- 7 Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Discontinued Operations During the third quarter of 2024, the Company sold its wholly-owned subsidiary Graphium Biosciences, Inc. During the fourth quarter of 2025, the Company sold its wholly-owned subsidiary Collins Building & Contracting, Inc. Additionally the Company ceased providing reclamation services through Range Services to third parties during the year ended December 31, 2025. In accordance with GAAP, assets and liabilities of discontinued operations are presented separately in the Consolidated Balance Sheets, and results of discontinued operations are reported as a separate component of consolidated net loss or net income in the Consolidated Statements of Operations, for all periods presented, resulting in changes to the presentation of certain prior period amounts. Refer to Note 2 for additional discussion of discontinued operations and disposition of assets. All other notes to these consolidated financial statements present the results of continuing operations and exclude amounts related to discontinued operations for all periods presented. Business Combinations Business combinations are accounted for using the purchase method of accounting under ASC 805, “Business Combinations.” This method requires the Company to record assets and liabilities of the businesses acquired at their estimated fair values as of the acquisition date. Any excess of the cost of the acquisition over the fair value of the net assets acquired is recorded as goodwill. Any excess of the fair value of the net assets acquired over the cost of the acquisition is accounted for as a bargain purchase gain. Determining the fair value requires management to make estimates and assumptions including discount rates, rates of return on assets, and long-term sales growth rates. Revenue Recognition The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers”. The core principle of the ASC 606 revenue recognition standard is that a company should recognize revenue by analyzing the following five steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) each performance obligation is satisfied. The Company primarily invoices customers for coal royalties and recognizes revenue on a periodic basis as coal is shipped. Costs for equipment, labor and chemicals are generally expensed as incurred. All revenue is recognized at a point in time. The Company recognizes consulting revenue on a periodic basis as services are provided to non-affiliated third parties related to the reclamation and repurposing of land at the Premier-Cambrian Mine. All revenue is recognized at a point in time. The Company recognized revenue on reclamation contracts over time for operations included in discontinued operations. The Company’s contracts were generally accounted for as a single performance obligation since the Company was providing a significant service of integrating components into a single project. The Company recognized revenue using a cost-based input method, by which actual costs incurred relative to total estimated contract costs determine, as a percentage, progress toward contract completion. This percentage was applied to the transaction price to determine the amount of revenue to recognize. The Company believes the cost-based input method is the most faithful depiction of performance because it directly measures the value of the services transferred to the customer. Contract Estimates Due to the nature of the Company’s former performance obligations, the estimation of total revenue and cost at completion is subject to many variables and requires significant judgment. Since a significant change in one or more of these variables could affect the profitability of contracts, the Company reviews and updates contract-related estimates regularly through a review process in which the Company reviews the progress and execution of performance obligations and the estimated cost at completion. All activity related to these contracts are included in discontinued operations as of December 31, 2025, and retroactively to December 31, 2024. The Company recognized adjustments in estimated profit on contracts under the cumulative catch-up method. Under this method, the impact of the adjustment on profit recorded to date is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance is recognized using the adjusted estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, a provision for the entire loss is recognized in the period it is identified. F- 8 The net effect of the changes in estimates of contract profits on current year closed jobs was to decrease “net income” by approximately ($ 279,970 ) for the 13 months ended December 31, 2024 (for the period December 1, 2023 through December 31, 2024), which is included in net income from discontinued operations in the statement of operations. The effect to “net income” is based on that which would have been reported had the revised estimates been used as the basis of recognition of contract profits in the preceding year. Contract Modifications Contract modifications can occur during the performance of the Company’s contracts. Contracts are modified to account for changes in contract specifications or requirements. In most instances, contract modifications are for goods or services that are not distinct, and, therefore, are accounted for as part of the existing contract. Cost and Expense Recognition Contract costs include all direct labor, materials, equipment mobilization, subcontractor, and equipment costs, and those indirect costs related to contract performance, such as indirect labor, tools and supplies. Costs are recognized as incurred. The Company recognizes a portion of its revenue from contracts for financial reporting purposes over time. Progress toward completion of the Company’s contracts is measured by the percentage of cost incurred to date compared to estimated total costs for each contract. This method is used because management considers total cost to be the best available measure of progress on contracts. Because of inherent uncertainties in estimating costs, it is at least reasonably possible that the estimates used will change significantly over the course of the contract’s performance. Revenue in the amount of $ 3,710,714 was earned using a point-in-time measurement during the year ended December 31, 2025, and is included in continuing operations. Revenue in the amount of $ 1,189,915 was earned using a point-in-time measurement during the year ended December 31, 2025, and is included in discontinued operations. Revenue in the amount of $ 6,951,680 and $ 2,059,401 was earned using a point-in-time and earned-over-time measurement, respectively, during the year ended December 31, 2024, and both are included in discontinued operations. Cost of Services Contract costs include all direct labor, materials, subcontractor, and equipment costs and those indirect costs related to contract performance, such as indirect labor, tools and supplies. For construction contracts, costs are generally recognized as incurred. Under certain circumstances, costs incurred in the period related to future activity on contracts may be capitalized. Costs incurred that do not contribute to satisfying performance obligations are excluded from the cost input calculation for revenue recognition. Excluded costs include both uninstalled materials and abnormal costs. Abnormal costs comprise wasted materials, wasted or rework labor and other resources to fulfill a contract that were not reflected in the price of the contract. A limited allowance for material overages and labor inefficiencies is typically included in our contract costs estimates (and by extension, in the contract price). Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. From time to time, the Company’s cash account balances exceed the balances covered by the Federal Deposit Insurance System. The Company has never suffered a loss due to such excess balances. Accounts Receivable Included as a component of discontinued operations accounts receivable are contract receivables that represent the Company’s unconditional right, subject only to the passage of time, to receive consideration arising from performance obligations under reclamation contracts with customers. Billed contract receivables have been invoiced to customers based on contracted amounts. Contract receivables were $ 154,354 as of December 31, 2024 and are included in current assets from discontinued operations on the balance sheet for the year then ended. F- 9 The Company recognizes an allowance for losses on accounts and contract receivables in an amount equal to the current expected credit losses. The estimation of the allowance is based on an analysis of historical loss experience, current receivables aging and management’s assessment of current conditions and reasonable and supportable expectations of future conditions, as well as an assessment of specific identifiable customer accounts considered at risk or uncollectible. Based on management’s assessment, it has concluded that losses on balances outstanding as of December 31, 2025 and 2024 will be immaterial and, therefore, no allowances were recorded for the years ended December 31, 2025 or 2024. No bad debt expense was accrued in either of the years ended December 31, 2025 or 2024. Contract Assets (Discontinued Operations) Billing practices are governed by the contract terms of each project based upon costs incurred, achievement of milestones or predetermined schedules. Billings do not necessarily correlate with revenue recognized over time using the percentage-of-completion method. Contract assets include unbilled amounts typically resulting from revenue under long-term contracts when the percentage-of-completion method of revenue recognition is utilized, and revenue recognition exceeds the amount billed to the customer. The Company’s contract assets are reported on a contract-by-contract basis at the end of each reporting period. The Company classifies contract assets as current or noncurrent based on whether the revenue is expected to be recognized sooner or later than one year from the balance sheet date. These accounts receivable are included in the discontinued operations for 2024. Details of contract assets arising from reclamation contracts in process as of December 31, 2024 are as follows: SCHEDULE OF CONTRACT ASSETS December 31, 2024 Costs incurred on contracts in progress $ 1,513,306 Estimated earnings 1,168 Revenue earned on contracts in progress 1,514,474 Less: Billings to date ( 1,360,120 ) Total contract assets $ 154,354 Property and Equipment Property and equipment is carried at cost. Expenditures for maintenance and repairs are charged to cost of services. Additions and betterments are capitalized. The cost and related accumulated depreciation of equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is reflected in the current year’s earnings. SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2025 December 31, 2024 Equipment $ 637,173 $ 3,433,543 Accumulated depreciation ( 521,798 ) ( 2,542,771 ) Net book value 115,375 890,772 Depreciation expense (continuing operations) 78,383 89,947 Depreciation expense (discontinued operations) $ 91,908 $ 1,779,050 See Note 2 for more details on the change in buildings, property and equipment. The Company provides for depreciation of property and equipment using the straight-line method for both financial reporting and federal income tax purposes over the estimated 6 six-year useful lives of the equipment. All of the Company’s buildings were acquired in the purchase of Collins Building and are also being depreciated over an estimated 6 six-year useful life due to their age at the date of acquisition. F- 10 The Company assesses the recoverability of its property and equipment by determining whether the depreciation of the assets over their remaining lives can be recovered through projected future cash flows generated by the assets. There was a group of five assets identified for impairment. See “Equipment Held for Sale” below. Land Land is carried at cost. The Company assesses the recoverability of its land by determining whether the cost of the land can be recovered through projected future cash flows generated by the land. No land was identified for impairment. SCHEDULE OF LAND December 31, 2025 December 31, 2024 Land, beginning of year $ 1,008,897 $ 1,008,897 Acquisitions during the period 41,539,505 - Impairments - - Land, end of year $ 42,548,402 $ 1,008,897 Equipment Held for Sale Following the completion of specific projects in the fourth quarter of 2024, the Company’s management concluded that certain pieces of equipment would no longer be required for future projects. Consequently, these items were separated and prepared for sale. The Company was expecting to sell these assets to a private party during the first six months of fiscal year 2025. The Company recorded an impairment loss of $ 738,913 as of December 31, 2024 based on its determination of fair value of the assets to be sold. These assets were reported within the Range Services segment and were fully disposed of in 2025. There is no equipment held for sale as of December 31, 2025. Goodwill U.S. GAAP requires that goodwill be tested for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not (i.e., a likelihood greater than 50%) that the reporting unit is impaired. During interim periods, ASC 350 requires companies to focus on those events and circumstances that affect the significant inputs used to determine the fair value of the reporting unit to determine whether an interim quantitative impairment test is required. The Company performed its annual impairment test for goodwill on December 31, 2024 which was the annual assessment date. The Company first assessed certain qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount, and whether it is therefore necessary to perform the quantitative impairment test. On December 31, 2024, it was determined that a quantitative impairment test was required. The Company performed a discounted cash flow analysis and determined the value of the goodwill had lapsed. As a result, the goodwill was fully impaired and resulted in a charge against earnings in the full amount of $ 751,421 during the year ended December 31, 2024. As a result of the full impairment of goodwill during the year ended December 31, 2024, the Company had no goodwill recorded on its Consolidated Balance Sheets as of December 31, 2024 and December 31, 2025. Income Taxes The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized as income (loss) in the period that includes the enactment date. Leases The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments. The Company had no lease commitments for longer than one year as of December 31, 2025 or 2024. Stock-Based Compensation The Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services. The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation, whereby the value of the award is measured on the date of grant and recognized for employees as compensation expense on the straight-line basis over the vesting period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services. The Company recognizes the fair value of stock-based compensation within its Consolidated Statements of Operations with classification depending on the nature of the services rendered. The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. F- 11 Basic and Diluted Income (Loss) Per Share Basic income (loss) per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of outstanding common shares during the period. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. Diluted income (loss) per share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. Diluted loss per share excludes all potential common shares if their effect is anti-dilutive. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive: SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE December 31, 2025 December 31, 2024 Options 13,193,376 11,594,210 Warrants 3,166,667 3,166,667 Total 16,360,043 14,760,877 Anti-dilutive loss per share 16,360,043 14,760,877 Patents and Patent Application Costs Although the Company believes that its patents and underlying technology have continuing value, the amount of future benefits to be derived from the patents is uncertain. Accordingly, patent costs are expensed as incurred. Research and Development Research and development costs consist primarily of fees paid to consultants and outside service providers, patent fees and costs, and other expenses relating to the acquisition, design, development and testing of the Company’s reclamation and redevelopment innovations and product candidates. Research and development costs are expensed as incurred. Fair Value of Financial Instruments FASB ASC 825, “Financial Instruments” requires that the Company disclose estimated fair values of financial instruments. Financial instruments held by the Company include, among others, accounts receivable, accounts payable, line of credit, and long -term debt. The carrying amounts reported in the balance sheets for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value. Fair Value Measurements As defined in FASB ASC 280 “Fair Value Measurements”, fair value is the price that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. In determining fair value, the Company utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable firm inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the examination of inputs used in the valuation techniques, the Company is required to provide the following information according to the fair value hierarchy. The fair hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories. ● Level 1: Quoted market prices in active markets for identical assets or liabilities ● Level 2: Inputs to the valuation methodology include: ○ Quoted prices for similar assets or liabilities in active markets; ○ Quoted prices for identical assets or similar assets or liabilities in inactive markets; ○ Inputs other than quoted prices that are observable for the asset or liability; ○ Inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3: Unobservable inputs that are not corroborated by market data A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following is a description of the valuation methodologies used for instruments measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy. The equipment held for sale at December 31, 2024 is carried at the lower of carrying amount or fair value and is considered Level 2 as it is based on market prices for similar assets. The Company’s long-term intangible assets as of December 31, 2025 are recorded in an amount equal to the fair value of the Company’s asset retirement obligations and therefore are considered Level 3. Segments As of December 31, 2025, the Company had two operating business segments: (i) Range Land and (ii) Range Services. Range Land is focused on acquiring former mine lands with the goal of reclaiming and repurposing the sites into long-term revenue generating projects. Range Services provides environmental and operational support services to help reclaim and repurpose former mine land. Previously, the Company had five operating business segments: (i) Range Reclaim; (ii) Range Minerals; (iii) Range Water; (iv) Range Security; and (v) Range Land. In accordance with the “Segment Reporting” Topic of ASC 280, the Company’s chief operating decision-maker has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing, and distribution processes. F- 12 Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This ASU enhances income tax disclosures by providing information to better assess how an entity’s operations, related tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. This ASU requires additional disclosures to the annual effective tax rate reconciliation including specific categories and further disaggregated reconciling items that meet the quantitative threshold. Additionally, the ASU requires disclosures relating to income tax expense and payments made to federal, state, local and foreign jurisdictions. This ASU is effective for fiscal years and interim periods beginning after December 15, 2024 . The Company adopted this ASU effective January 1, 2025 with no material impact. In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This update requires public entities to disaggregate income statement expense line items and to disclose in tabular format within the notes to the financial statements certain categories of costs (e.g. purchases of inventory, employee compensation, deprecation, intangible asset amortization, depletion etc.) to the extent line items contain such costs. In addition, entities will be required to define and disclose selling expenses. The additional disclosures may be provided prospectively or retrospectively. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company will provide the additional required disclosures upon adoption. In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This update requires public entities to disclose significant segment expenses regularly provided to the Chief Operating Decision Maker (CODM) and to provide additional qualitative and quantitative disclosures regarding how segments are managed. The Company adopted ASU 2023-07 as of December 31, 2024 in accordance with the required adoption timeline for public entities. The adoption of this ASU did not materially impact the Company’s financial statement disclosures as the Company’s existing segment reporting practices were already in alignment with the new requirements. 2. DISPOSALS AND DISCONTINUED OPERATIONS On August 22, 2024, substantially all assets of Collins Building were sold to its previous owner in exchange for the cancellation of all remaining debt owed to him by the Company arising from the Company’s acquisition of Collins Building in August 2023. Any projects related to Collins Building was to be completed either by subcontractors or with equipment and resources of Range Services. The Company recognized a net loss on the Collins Building sale of $ 3,043,799 . This sale did not constitute a discontinued operation as the Company had ongoing business and was still operating with active contracts and completion of work in progress until December 31, 2025. Refer to Note 3 for more information on the Collins Building transaction. On September 30, 2024, the Company sold all of its common stock of Graphium Biosciences to a newly-formed entity, Placer Biosciences, Inc. (“Placer”) owned by two former officers of the Company, in exchange for a warrant to purchase 1,000 shares of Placer’s common stock (then representing 25 % of the outstanding shares of Placer) at $ 0.01 per share and cash proceeds of $ 100 , with the cash proceeds reflected within “Net proceeds from disposition of Graphium Biosciences” in the investing activities of the Consolidated Statements of Cash Flows, and recognized a gain on sale of $ 100 , included within “Loss from discontinued operations” on the Consolidated Statements of Operations. The warrant to purchase Placer’s shares expires September 30, 2034. During the year ended December 31, 2024, Range Environmental suffered a casualty loss on a piece of equipment. Insurance proceeds of $ 160,000 were received for this loss. In addition, several pieces of equipment no longer needed for current or foreseeable operations were sold for net proceeds of $ 270,000 . The proceeds from these transactions are shown within “Cash flows from investing activities” and the losses from these transactions are shown within “Cash flows from operating activities” on the Consolidated Statements of Cash Flows for the year ended December 31, 2024. During the year ended December 31, 2024, the biochar ovens owned by our wholly-owned subsidiary, Terra Preta, LLC, were dismantled since they were no longer being used for small batch biochar production. The resulting loss of $ 12,365 is included within “Cash flows from operating activities” on the Consolidated Statements of Cash Flows for the year ended December 31, 2024. During the year ended December 31, 2025, the Company sold all its common stock of Collins Building & Contracting, Inc. (“Collins Building”) to its previous owner for $ 1.00 . The sale included all uncompleted projects with government entities and obligates the new owner to complete the construction projects. The sale of Collins Building marks a strategic shift away from providing reclamation services to third parties. As the Company will only provide services for its own benefit, revenues and related expenses to reclamation services provided to third parties is included in discontinued operations on the Consolidated Statement of Operations. Assets and Liabilities of Discontinued Operations As previously described, assets and liabilities of discontinued operations are presented separately in the Consolidated Balance Sheets for all periods presented. On December 31, 2025 and December 31, 2024, these balances consisted of current assets as well as current liabilities. The following table presents a reconciliation of the carrying amounts of the major classes of these assets and liabilities to the current and long-term assets and liabilities of discontinued operations as presented on the Company’s Consolidated Balance Sheets: SCHEDULE OF DISCONTINUING OPERATIONS BALANCE SHEET AND INCOME STATEMENT December 31, 2025 December 31, 2024 Assets Current Assets Accounts receivable $ - $ 3,209,070 Contract assets 154,354 Current assets of discontinued operations $ - $ 3,363,424 Current Liabilities Accounts payable $ - $ 221,442 Accrued expenses - 35,496 Current liabilities of discontinued operations $ - $ 256,938 F- 13 Loss from Discontinued Operations Discontinued operations for years ended December 31, 2025 and 2024 consists of results from Graphium Biosciences operations as well as Collins Building & Contracting, Inc and reclamation services performed for third parties by Range Environmental Resources, Inc., Range Security Resources, LLC, and Range Natural Resources, Inc. The following table provides details about the major classes of line items constituting “Loss from discontinued operations” presented on the Company’s Consolidated Statements of Operations: 2025 2024 December 31 2025 2024 Revenue 1,189,915 9,011,081 Cost of revenues 1,215,076 9,419,997 General and administrative - 978,644 Research and development - 465,936 Loss from discontinued operations ( 25,161 ) ( 1,853,496 ) Other income - 23,943 Goodwill impairment - ( 751,421 ) Interest expense - ( 361,450 ) Loss on sale of assets - ( 3,677,500 ) Loss from discontinued operations $ ( 25,161 ) $ ( 6,619,924 ) 3. ACQUISITION OF COLLINS BUILDING & CONTRACTING On August 31, 2023, the Company entered into a stock purchase agreement with the owner of Collins Building & Contracting, Inc. (“Collins Building”) pursuant to which the owner agreed to sell all of the outstanding common stock of Collins Building to the Company in exchange for (a) cash consideration of $ 1,000,000 , (b) a five 5 -year secured promissory note in the principal amount of $ 2,000,000 , bearing interest at 7.0 % per annum (the “First Promissory Note”), and (c) a two 2 -year secured promissory note in the principal amount of $ 2,035,250 , bearing interest at 8.25 % per annum (the “Second Promissory Note”). The First Promissory Note is secured by the acquired real property and quarry infrastructure, and the Second Promissory Note is secured by the acquired equipment. The Company accounted for the transaction as a business combination in accordance ASC 805 “Business Combinations”. The Company has performed an allocation of the purchase price paid for the assets acquired and the liabilities assumed. The fair values of the assets acquired are set forth below. Because the fair values exceeded the purchase price, we recognized a gain on the purchase of $ 1,875,150 . The allocation of the purchase price is based on management’s estimates and a third-party assessment of the fair value of the equipment purchased. SCHEDULE OF BUSINESS ACQUISITION ALLOCATION OF PURCHASE PRICE Fair value of assets acquired: Equipment $ 6,156,000 Land 554,900 Buildings 199,500 Total assets acquired 6,910,400 Less: Gain on bargain purchase price ( 1,875,150 ) Purchase price $ 5,035,250 Cash consideration 1,000,000 Long-term notes issued to the seller 4,035,250 Total purchase price $ 5,035,250 Acquisition transaction costs incurred $ 167,212 F- 14 As discussed in Note 2, on August 22, 2024, nearly all of the equipment, as well as the land and buildings acquired on August 31, 2023, were sold to the previous owner of Collins Building in consideration of the full and complete cancellation of the First Promissory Note and the Second Promissory Note. For the year ended December 31, 2024, the Company recorded the revenue generated from reclamation services on abandoned mine land, which was historically the core business of Collins Building, as revenue of Range Environmental Resources, Inc. Refer to Note 2 for subsequent sale information. 4. ACQUISITION OF FOLA MINE SITE On March 31, 2025, the Company, through its wholly-owned subsidiary Range Sky View Land, LLC, 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. As part of the Fola Acquisition, the Company acquired 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 $ 36,562,110 . As a result, on March 31, 2025, the Company recorded asset retirement obligations of $ 36,562,110 related to the Fola Acquisition and capitalized an equal amount as a long-term intangible asset. The Company also assumed two coal royalty contracts and one 25-year solar lease for the development of a large-scale solar project. Additionally, in 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”). SCHEDULE OF BUSINESS ACQUISITION OF FOLA MINE SITE Asset retirement obligation, December 31, 2024 $ - Accretion during the period 1,912,968 Sites added during the period 36,562,110 Sites removed during the period ( 134,596 ) Revisions in estimated cash flows during the period ( 655,605 ) Expenditures during the period ( 1,479,574 ) Asset retirement obligation, December 31, 2025 $ 36,205,303 The Company accounted for the transaction as a business combination in accordance ASC 805 “Business Combinations”. The Company has made an allocation of the purchase price paid for the assets acquired and the liabilities assumed. 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 to the Company from one of the sellers as consideration provided in lieu of cash. Because the fair value of the land acquired exceeded the amount of the credited accounts receivable, the Company recognized a bargain purchase gain of $ 5,602,484 in the fiscal quarter ended March 31, 2025. SCHEDULE OF BARGAIN PURCHASE GAIN Fair value of Fola Mine land acquired $ 8,561,000 Accounts receivable credited in lieu of cash ( 2,958,516 ) Bargain purchase gain recognized $ 5,602,484 Cash consideration - Assumed liabilities - Purchase price $ - Acquisition transaction costs incurred $ 19,938 5. ACQUISITION OF PREMIER-CAMBRIAN MINE SITE On December 31, 2025, the Company, through its wholly-owned subsidiary Range Bluegrass Land, LLC, (“Range Bluegrass”) 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 Mine”). The 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 . SCHEDULE OF ASSET RETIREMENT OBLIGATION Asset retirement obligation, December 31, 2024 $ - Accretion during the period - Sites added during the period 43,138,994 Sites removed during the period - Revisions in estimated cash flows during the period - Expenditures during the period - Asset retirement obligation, December 31, 2025 $ 43,138,994 As part of the acquisition of the Premier-Cambrian Mine, the Company entered into two substantially similar consulting agreements (“Consulting Agreements”) with non-affiliated third parties related to the reclamation and repurposing of approximately 1,500 acres of land at the Premier-Cambrian Mine. The Consulting Agreements provide for an initial engagement fee payment of $ 1,000,000 on December 31, 2025, and quarterly engagement fee payments of $ 500,000 payable thereafter until December 31, 2027 (for total payments of $ 5,000,000 ). The Consulting Agreements may be terminated at any time. Refer to Revenue Recognition in Note 1. Also, as part of the acquisition of the Premier-Cambrian Mine, Range Bluegrass entered into an equity option agreement (“Equity Option”) with a non-affiliated third party for the right to receive an equal amount of any cash distributions made by Range Bluegrass to the Company, which equity distribution right can be converted by the non-affiliated third party, in its sole discretion, into 50 % of the membership interests of Range Bluegrass. Range Bluegrass was paid $ 500,000 for the Equity Option on December 31, 2025. Range Bluegrass also entered into a real estate option agreement (“Real Estate Option”) with a different non-affiliated third party for the option to purchase approximately 1,500 acres of the Premier-Cambrian Mine until December 31, 2031. Range Bluegrass was paid $ 500,000 for the Real Estate Option on December 31, 2025. The Company recorded an amount equal to $ 1,000,000 as a long-term liability entitled “Deposits Held” in connection with the Equity Option and Real Estate Option. The Company accounted for the transaction as a business combination in accordance with ASC 805 “Business Combinations”. The Company has performed an allocation of the purchase price paid for the assets acquired and the liabilities assumed. The fair value of the surface land of the Premier-Cambrian Mine was $ 32,978,504 . The Company also assumed reclamation obligations in the amount of $ 326,472 , and because no cash consideration was paid in connection with the acquisition of the Premier-Cambrian Mine, a total bargain purchase gain of $ 32,652,032 should be recognized. However, because the terms of the Equity Option create a “de facto noncontrolling interest” under ASC 810 in an amount equal to 50 % of the equity value of Range Bluegrass, only 50% of the bargain purchase gain of $ 32,652,032 (an amount equal to $ 16,326,016 ) is recognized in the Consolidated Statement of Income as a bargain purchase gain related to the acquisition of the Premier-Cambrian Mine. The remaining balance of the gain (an amount also equal to $ 16,326,016 ) is recorded on the balance sheet as “Noncontrolling Equity Interest”. SCHEDULE OF BARGAIN PURCHASE GAIN Fair value of Premier-Cambrian Mine land acquired $ 32,978,504 Assumed liabilities ( 326,472 ) Bargain purchase gain before noncontrolling interest adjustment $ 32,652,032 Noncontrolling interest adjustment of 50% ( 16,326,016 ) Bargain purchase gain $ 16,326,016 Purchase price $ - Acquisition transaction costs incurred $ 24,710 F- 15 6. ASSET RETIREMENT OBLIGATIONS Reclamation. The Company’s asset retirement obligations arise from the Federal Surface Mining Control and Reclamation Act of 1977 and similar state statutes, which require that mine property be restored in accordance with specified standards and an approved reclamation plan. Significant reclamation activities include reclaiming refuse and slurry ponds, reclaiming the pit and support acreage at surface mines, sealing portals at deep mines, and the treatment of water. The Company determines the future cash flows necessary to satisfy its reclamation obligations on a permit-by-permit basis based upon current permit requirements and various estimates and assumptions, including estimates of disturbed acreage, cost estimates, and assumptions regarding productivity. The Company is also faced with increasingly stringent environmental regulations, many of which are beyond its control, which could increase its costs and materially increase its asset retirement obligations. Estimates of disturbed acreage are determined based on approved mining plans and related engineering data. Cost estimates are based upon third-party costs. Productivity assumptions are based on historical experience with the equipment that is expected to be utilized in the reclamation activities. The Company’s asset retirement obligations are initially recorded at fair value. In order to determine fair value, it uses assumptions including a discount rate and third-party margin. Each is discussed further below: Discount Rate . The Company’s asset retirement obligations are initially recorded at fair value. The Company utilizes discounted cash flow techniques to estimate the fair value of its obligations. The Company bases its discount rate on the rates of treasury bonds with maturities similar to expected mine lives and adjust for its credit standing as necessary after considering funding and assurance provisions. Changes in the Company’s credit standing could have a material impact on the valuation of its asset retirement obligations. The discount rate used to calculate the Fola Mine and Premier Cambrian Mine asset retirement obligations are 7.18% and 7.75%, respectively. The annual inflation rate used to calculate the Fola Mine and Premier Cambrian Mine asset retirement obligations are 2.72% and 2.77%, respectively. Third-Party Margin . The measurement of an obligation at fair value is based upon the amount a third party would demand to perform the obligation. Because the Company plans to perform a significant amount of the reclamation activities with internal resources, a third-party margin was added to the estimated costs of these activities. This margin was estimated based upon the Company’s historical experience with contractors performing similar types of reclamation activities. The inclusion of this margin will result in a recorded obligation that is greater than its estimates of its cost to perform the reclamation activities. If the Company’s cost estimates are accurate, the excess of the recorded obligation over the cost incurred to perform the work will be recorded as a reduction to amortization within its Consolidated Statements of Operations at the time that reclamation work is completed. On at least an annual basis, the Company reviews its reclamation liabilities and make necessary adjustments for permit changes, if any, as granted by state authorities, additional costs resulting from accelerated mine closures, and revisions to cost estimates and productivity assumptions to reflect current experience and updated plans. At December 31, 2025, the Company recorded asset retirement obligation liabilities of $ 79,344,297 , including amounts reported as current. While the precise amount of these future costs cannot be determined with certainty, as of December 31, 2025, the Company estimates that the aggregate undiscounted cost of final mine closures is approximately $ 129,445,432 . The Company estimates annual aggregated amortization expense related to the long-term intangible assets of $ 3,170,377 for each of the next five years. Refer to Notes 4 and 5 to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for reclamation disclosures including a table summarizing the changes in asset retirement obligations for the year ended December 31, 2025. Minimum standards for mine reclamation have been established by various regulatory agencies and dictate the reclamation requirements at the Company’s operations. The Company’s asset retirement obligations consist principally of costs to reclaim acreage disturbed at surface operations and estimated costs to reclaim support acreage, treat mine water discharge, and perform other related functions at underground mines. The Company records these reclamation obligations at fair value in the period in which the legal obligation associated with the retirement of the long-lived asset is incurred. Changes to the asset retirement obligation resulting from permitted sites being added or deleted or changes in future cash flow estimates are made in the period in which the change occurs and are offset by increasing or decreasing the carrying value of the related long-lived asset by an equal amount. Changes to the asset retirement obligation are also recognized as accretive expense in future periods. Changes to long-lived assets are also recognized as amortization expense in future periods. On at least an annual basis, the Company reviews its estimated future cash flows for its asset retirement obligations. The Company’s asset retirement obligations are based on management’s best estimate and may change from period to period as estimated future cash flows change. SCHEDULE OF ASSET RETIREMENT OBLIGATION Total asset retirement obligations on December 31, 2024 $ - Accretion during the period 1,912,968 Sites added during the period 79,701,104 Sites removed during the period ( 134,596 ) Revisions in estimated cash flows during the period ( 655,605 ) Expenditures during the period ( 1,479,574 ) Total asset retirement obligations on December 31, 2025 $ 79,344,297 7. GOODWILL The decrease in goodwill in the year ended December 31, 2024, was driven by the impairment of goodwill that was recorded in connection with the Company’s acquisition of Range Environmental Resources, Inc. and Range Natural Resources, Inc. in May 2022. Please refer to Note 1 for further discussion. SCHEDULE OF GOODWILL December 31, 2024 Range Services Segment: Beginning Balance of Goodwill $ 751,421 Goodwill Impairment ( 751,421 ) Ending Balance of Goodwill $ - 8. EQUITY Issuance of Common Stock In June 2024, the Company entered into securities purchase agreement providing for the issuance and sale by the Company of 3,703,704 shares of the Company’s common stock (the “June 2024 Shares”) at a price of $ 0.27 per share. The aggregate proceeds from the sale of the June 2024 Shares were approximately $ 1,000,000 . In January 2025, the Company entered into a securities purchase agreement providing for the issuance and sale by the Company of 3,333,333 shares of the Company’s common stock at a price of $ 0.15 per share. The aggregate proceeds from these shares were approximately $ 500,000 . In September 2025, the Company entered into securities purchase agreements providing for the issuance and sale by the Company of 3,666,667 shares of the Company’s common stock at a price of $ 0.15 per share. The aggregate proceeds from the sale of these shares were approximately $ 550,000 . 9. STOCK OPTIONS Stock options issued during the year ended December 31, 2025 During the year ended December 31, 2025, the Company granted its two independent directors and CEO options to purchase an aggregate of 750,000 shares of the Company’s common stock with exercise prices of $ 0.148 per share. All options vested on the date of grant. The fair value of each option award was estimated on the date of grant using the Black-Scholes-Merton Option Pricing model based on the following assumptions: (i) a volatility rate of 259.9 %, (ii) a discount rate of 3.75 %, (iii) zero expected dividend yield, and (iv) an expected life of 10 years, which is the average of the term of the options. The total fair value of the option grants was approximately $ 112,500 . Also in the year ended December 31, 2025, the Company granted its two independent directors, its CEO, CFO and an administrative staff member, options to purchase an aggregate of 950,000 shares of the Company’s common stock with exercise prices of $ 0.15 per share. All options vested on the date of grant. The fair value of each option award was estimated on the date of grant using the Black-Scholes-Merton Option Pricing model based on the following assumptions: (i) a volatility rate of 254.2 %, (ii) a discount rate of 3.73 %, (iii) zero expected dividend yield, and (iv) an expected life of 10 years, which is the average of the term of the options. The total fair value of the option grants was approximately $ 142,500 . As of December 31, 2025, there is no unrecognized compensation cost that will be recognized in 2026. Stock options issued during the year ended December 31, 2024 During the year ended December 31, 2024, the Company granted its CFO options to purchase an aggregate of 250,000 shares of the Company’s common stock with exercise prices of $ 0.38 per share that expire ten years from the date of grant. Half of the options granted vested upon grant and the other half vests in 1 one year. The fair value of each option award was estimated on the date of grant using the Black-Scholes-Merton Option Pricing model based on the following assumptions: (i) a volatility rate of 267.24 %, (ii) a discount rate of 4.7 %, (iii) zero expected dividend yield, and (iv) an expected life of 10 years, which is the average of the term of the options and their vesting periods. The total fair value of the option grants to the Company’s CFO at its grant date was approximately $ 95,000 , $ 47,500 of which was allocated to general and administrative expenses during the year ended December 31, 2024, and $ 47,500 of which was amortized 1 one year from the date of grant. As of December 31, 2024, there was approximately $ 65,500 of unrecognized compensation cost to be recognized in 2025. A summary of the Company’s stock option activity during the years ended December 31, 2025 and 2024 is as follows: SCHEDULE OF STOCK OPTION ACTIVITY Number of Underlying Shares Weighted Average Exercise Price Balance outstanding on December 31, 2023 11,392,544 $ 0.47 Granted 250,000 0.38 Exercised - - Expired ( 48,334 ) 3.63 Forfeited - - Balance outstanding on December 31, 2024 11,594,210 $ 0.45 Granted 1,700,000 0.15 Exercised - - Expired ( 100,834 ) 2.16 Forfeited - - Balance outstanding on December 31, 2025 13,193,376 $ 0.40 Balance exercisable on December 31, 2025 13,193,376 $ 0.40 On December 31, 2025, the 13,193,376 outstanding stock options had aggregate intrinsic value of $ 3,130 . F- 16 A summary of the Company’s stock options outstanding as of December 31, 2025 is as follows: SCHEDULE OF STOCK OPTION OUTSTANDING Number of Options Weighted Average Exercise Price Weighted Average Grant- Date Stock Price Options Outstanding, December 31, 2025 100,000 $ 0.1337 $ 0.1337 750,000 $ 0.148 $ 0.148 950,000 $ 0.15 $ 0.15 3,050,000 $ 0.18 $ 0.18 1,550,000 $ 0.212 $ 0.212 1,150,000 $ 0.277 $ 0.277 750,000 $ 0.30 $ 0.30 2,000,000 $ 0.35 $ 0.35 250,000 $ 0.38 $ 0.38 1,664,542 $ 0.50 $ 0.50 128,000 $ 0.96 $ 0.96 350,834 $ 1.50 - 1.95 $ 1.50 - 1.95 500,000 $ 2.00 - 2.79 $ 2.00 - 2.79 13,193,376 A summary of the Company’s stock options outstanding and exercisable as of December 31, 2024 is as follows: SCHEDULE OF STOCK OPTION OUTSTANDING AND EXERCISABLE Number of Options Weighted Average Exercise Price Weighted Average Grant- Date Stock Price Options Outstanding, December 31, 2024 100,000 $ 0.1337 $ 0.1337 3,050,000 $ 0.18 $ 0.18 1,550,000 $ 0.212 $ 0.212 1,150,000 $ 0.277 $ 0.277 750,000 $ 0.30 $ 0.30 2,000,000 $ 0.35 $ 0.35 250,000 $ 0.38 $ 0.38 1,664,542 $ 0.50 $ 0.50 128,000 $ 0.96 $ 0.96 350,834 $ 1.50 - 1.95 $ 1.50 - 1.95 597,500 $ 2.00 - 2.79 $ 2.00 - 2.79 3,334 $ 3.50 $ 3.50 11,594,210 10. WARRANTS A summary of warrants to purchase common stock issued during the years ended December 31, 2025 and 2024 is as follows: SCHEDULE OF WARRANTS ACTIVITY Number of Underlying Shares Weighted Average Exercise Price Balance outstanding on December 31, 2023 3,313,335 $ 0.66 Granted - - Exercised - - Expired ( 146,668 ) 3.00 Balance outstanding and exercisable on December 31, 2024 3,166,667 $ 0.56 Granted - - Exercised - - Expired - - Balance outstanding and exercisable on December 31, 2025 3,166,667 $ 0.56 On December 31, 2025 and 2024, the outstanding stock warrants had no intrinsic value. F- 17 11. LINE OF CREDIT In November 2022, the Company secured a bank line of credit with a limit of $ 1,000,000 . In November 2023, the Company amended and restated this line of credit. The line of credit, as amended, had a maturity date of December 31, 2025 , and bore interest at the fixed rate of 8.75 %. As of December 31, 2024, the balance due under the line of credit was $ 1,000,000 . In June 2023, Range Environmental secured a bank loan with a limit of $ 1,000,000 . In November 2023, the loan amount was increased to $ 1,400,000 pursuant to which principal and accrued interest payments were required in March, June, September and December. The loan had a maturity date of December 31, 2025 , and bore interest at the fixed rate of 7.75 %. As of December 31, 2024, the balance due under the loan was $ 1,000,000 . In September 2025, the Company consolidated both of the above-referenced credit facilities into one bank term loan in the principal amount of $ 1,800,000 with a maturity date of June 30, 2030 . The bank term loan bears interest at the fixed rate of 7.75 %. Quarterly interest-only payments are required through December 2025 and beginning in 2026, quarterly principal and interest payments are required in March, June, September and December. 12. LONG-TERM DEBT OBLIGATIONS Long-term debt consists of the bank term debt which was consolidated from existing lines of credit in September 2025. The bank term loan, referenced above in Note 11, has a principal balance of $ 1,800,000 with a maturity date of June 30, 2030 . The bank term loan bears interest at the fixed rate of seven and three-quarters per cent ( 7.75 %). Quarterly interest only payments are required through December 2025. Beginning in 2026, quarterly principal and interest payments are required in March, June, September and December. As described in Note 2, in August 2024, the Collins Building Debt (defined below) was cancelled in exchange for transferring back to the original owner the property and substantially all of the equipment acquired in the original acquisition transaction. The Collins Building Debt consisted of a 5 -year secured promissory note in the principal amount of $ 2,000,000 , bearing interest at 7.0 % per annum (the “First Promissory Note”), and a two-year secured promissory note in the original principal amount of $ 2,035,250 , bearing interest at 8.25 % per annum (the “Second Promissory Note”, and, together with the First Promissory Note, the “Collins Building Debt”). The First Promissory Note was secured by the acquired real property and quarry infrastructure and the Second Promissory Note was secured by the acquired equipment. In November 2024, certain equipment items no longer required by the Company were surrendered to the financing company which held liens on the equipment in exchange for a release of the related debt. The result of this transaction was a reduction of the net equipment values on the balance sheet and a reduction in long-term debt of $ 1,012,375 . The difference in the equipment value and the equipment debt is captured in the consolidated statement of operations and statement of cash flows for the year ended December 31, 2024. In August 2025, additional equipment no longer needed by the Company was surrendered to the financing company which held liens on the equipment resulting in a reduction of the net equipment values on the Company’s balance sheet and a reduction in long-term debt of $ 914,803 . The remaining debt in excess of the value of the equipment is carried on the Company’s balance sheet as an accrued expense. A summary of payments due under the Company’s long-term debt as of December 31, 2025 by year is as follows: SCHEDULE OF MATURITIES OF LONG TERM DEBT 2026 $ 400,000 2027 400,000 2028 400,000 2029 400,000 2030 200,000 Total long-term debt $ 1,800,000 F- 18 13. INCOME TAXES The Company had no federal income tax expense for the year ended December 31, 2025 and the year ended December 31, 2024 due to its history of operating losses. The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION Year-Ended December 31, 2025 Year-Ended December 31, 2024 Federal statutory tax rate - 21 % - 21 % State tax rate, net of federal benefit - 7 % - 7 % Total federal and state tax rate - 28 % - 28 % Valuation allowance 28 % 28 % Effective tax rate - % - % Deferred tax assets and liabilities consist of the following: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, 2025 December 31, 2024 Net deferred tax assets: Net operating loss carryforwards $ 6,125,600 $ 5,358,900 Stock-based compensation 668,700 3,525,900 Asset retirement obligation 21,819,700 - Capital loss carryforward 1,926,900 - Gross deferred tax assets 30,540,900 8,884,800 Less: valuation allowance ( 9,125,300 ) ( 7,710,300 ) Total deferred tax assets 21,415,600 1,174,500 Deferred tax liabilities: Derivative income - 1,108,000 Fixed assets 16,600 66,500 Asset retirement obligation 21,399,000 - Total deferred tax liabilities 21,415,600 1,174,500 Net deferred income tax assets (liabilities) $ - $ - F- 19 The provisions of ASC Topic 740, Accounting for Income Taxes, require an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. For the year ended December 31, 2025 and the year ended December 31, 2024, based on all available objective evidence, including the existence of cumulative losses, the Company determined that it was more likely than not that the net deferred tax assets were not fully realizable. Accordingly, the Company established a full valuation allowance against its net deferred tax assets. The Company intends to maintain a full valuation allowance on net deferred tax assets until sufficient positive evidence exists to support reversal of the valuation allowance. During the year ended December 31, 2025 and the year ended December 31, 2024, the valuation allowance changed by $ 1.4 million and $ 0.8 million, respectively. At December 31, 2025 and December 31, 2024, the Company had available federal and state net operating loss carryforwards (“NOLs”) to reduce future taxable income. Due to restrictions imposed by Internal Revenue Code Section 382 regarding substantial changes in ownership of companies with loss carryforwards, the utilization of the Company’s NOLs may be limited as a result of changes in stock ownership. For federal purposes, after considering limitations under Section 382, the net operating loss amounts available were approximately $ 23.5 million and $ 19.2 million as of December 31, 2025 and December 31, 2024, respectively. For state purposes, after considering limitations under Section 382, the net operating loss amounts available were approximately $ 18.4 million and $ 16.5 million as of December 31, 2025 and December 31, 2024, respectively. NOLs incurred subsequent to the latest change in control are not subject to the Section 382 limitation. The federal carryforwards generated prior to December 31, 2017 expire on various dates through 2037, and federal carryforwards generated after December 31, 2017 do not expire but are limited to 80% utilization in a given period. 14. MAJOR CUSTOMER AND CONCENTRATION OF CREDIT RISK As a result of the change in the Company’s strategic direction, it no longer focuses on providing reclamation and restoration services to third parties. Sales to the Company’s two largest customers were 43 % and 20 %, respectively, of total non-discontinued sales for the year ended December 31, 2025. The Company has no sales to these two customers in the year ended December 31, 2024. All revenues for the year ended December 31, 2024 are classified in discontinued operations. Accounts receivable from the same customers were 100 %, of total accounts receivable as of December 31, 2025. These customers accounted for none of the total accounts receivable and unbilled receivables as of December 31, 2024. 15. COMMITMENTS AND CONTINGENCIES From time to time, the Company is involved in legal matters arising in the ordinary course of business. While the Company believes that such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation, will not have a material adverse effect on its business, financial condition or results of operations. In connection with the Fola Mine Acquisition and the Premier-Cambrian Mine Acquisition, the Company has purchased or contractually agreed to manage and be responsible for reclamation obligations associated with 76 permits in West Virginia and Kentucky that are backed by surety bonds in the amount of $ 96,787,912 . As of December 31, 2025, the asset retirement obligations associated with these 76 permits is $ 79,344,297 . 16. SEGMENT INFORMATION ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about services, categories, business segments and major customers in financial statements. The Company has two reportable segments that are based on the following business units: (i) Range Land and (ii) Range Services. Range Reclaim, Range Security and Range Water, which had been previously reported as separate operating business segments are now captured within the Range Services operating business segment. As described in Note 4, the Company’s Graphium Biosciences segment was reported as discontinued operations during the third quarter of 2024, and accordingly, the results of this segment are excluded from the table below, which only reflects continuing operations for all periods presented. In accordance with the “Segment Reporting” Topic of ASC 280, the Company’s chief operating decision-maker (“CODM”) has been identified as the Company’s Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics, nature of products and services, and procurement, manufacturing and distribution processes. For each reportable segment, the CODM regularly reviews: (i) segment revenue, (ii) segment operating income or loss, (iii) segment general and administrative expenses, (iv) segment net income or loss, and (v) segment capital investments. The CODM reviews this information to assess segment performance, allocate capital and other resources, and evaluate strategic and operational decisions. F- 20 The two reportable segments that result from applying the aggregation criteria are as follows: ● Range Land – mine land acquired, reclaimed and repurposed for next generation uses ● Range Services – services in support of reclamation and repurposing of acquired mine land The Company had no inter-segment sales for the periods presented. Summarized financial information concerning the Company’s reportable segments (excluding discontinued operations) is shown below: SCHEDULE OF FINANCIAL INFORMATION OF REPORTABLE SEGMENT By Categories Range Land Range Services Corporate Total For the year ended December 31, 2025 Range Land Range Services Corporate Total Coal royalties $ 1,960,714 $ - $ - $ 1,960,714 Consulting fees 750,000 - 1,000,000 1,750,000 Total sales 2,710,714 - 1,000,000 3,710,714 Operating expenses 3,587,157 445,403 1,418,018 5,450,578 Operating income (loss) from continuing operations ( 876,443 ) ( 445,403 ) ( 418,018 ) ( 1,739,864 ) Net income (loss) from continuing operations 21,054,501 ( 1,438,963 ) ( 422,699 ) 19,192,839 Total assets 122,050,484 158,192 1,028,016 123,236,692 Depreciation - 78,383 - 78,383 Amortization 1,098,737 - - 1,098,737 Accretion 1,912,968 - - 1,912,968 Interest expense - 163,618 88,661 252,279 Capital expenditures for long-lived assets $ - $ 100,000 $ - $ 100,000 Range Land Range Services Corporate Total For the year ended December 31, 2024 Range Land Range Services Corporate Total Coal royalties $ - $ - $ - $ - Consulting fees - - - - Total sales - - - - Operating expenses 28,341 987,213 1,136,984 2,152,538 Operating income (loss) from continuing operations ( 28,341 ) ( 987,213 ) ( 1,136,984 ) ( 2,152,538 ) Net income (loss) from continuing operations ( 28,341 ) ( 1,803,494 ) ( 1,346,324 ) ( 3,178,159 ) Total assets 1,008,898 1,813,250 7,143 2,829,291 Depreciation - 89,947 - 89,947 Amortization - - - - Interest expense - - 255,972 255,972 Capital expenditures for long-lived assets $ - $ - $ - $ - F- 21 17. QUARTERLY DATA (UNAUDITED) Quarterly results include all adjustments consisting of normal recurring adjustments that the Company considers necessary for the quarters presented and are not necessarily indicative of the operating results of any future period. Summarized financial information for each quarter during the years ended December 31, 2025 (as adjusted to reflect changes in asset retirement obligations and the resulting accretion expense, and the reclassification of land attributable to asset retirement costs to long-term intangible assets and the resulting amortization expense) and 2024 is below: SCHEDULE OF FINANCIAL INFORMATION QUARTERLY DATA Quarter ended March 31, 2025 Quarter ended June 30, 2025 Quarter ended September 30, 2025 Quarter ended December 31, 2025 As adjusted: Revenues $ - $ 1,106,089 $ 569,947 $ 2,034,678 Income (loss) from continuing operations ( 591,407 ) ( 318,871 ) ( 719,580 ) ( 110,006 ) Income (loss) from discontinued operations 36,111 ( 30,636 ) ( 30,636 ) - Net income (loss) 5,099,627 ( 1,028,795 ) ( 813,043 ) 15,909,889 Net income (loss) per share – basic and diluted 0.05 ( 0.01 ) ( 0.01 ) 0.15 Quarter ended March 31, 2024 Quarter ended June 30, 2024 Quarter ended September 30, 2024 Quarter ended December 31, 2024 Revenues $ - $ - $ - $ - Loss from continuing operations ( 708,051 ) ( 87,751 ) ( 781,317 ) ( 575,419 ) Income (loss) from continuing operations ( 708,051 ) ( 87,751 ) ( 781,317 ) ( 575,419 ) Loss from discontinued operations ( 403,928 ) ( 544,949 ) ( 4,541,989 ) ( 1,129,057 ) Income (loss) from discontinued operations ( 403,928 ) ( 544,949 ) ( 4,541,989 ) ( 1,129,057 ) Net income (loss) ( 1,213,840 ) ( 1,225,681 ) ( 4,920,338 ) ( 2,438,225 ) Net income (loss) per share – basic and diluted ( 0.01 ) ( 0.01 ) ( 0.05 ) ( 0.02 ) F- 22