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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: ~~June~~September 30, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number: 000-55456

AMERICAN RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

Florida		46-3914127
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
(State or other jurisdiction ofincorporation or organization)		(I.R.S. EmployerIdentification No.)

12115 Visionary Way Fishers, Indiana 46038

(Address and Zip Code of principal executive offices)

Registrant’s telephone number, including area code: (317) 855-9926

Indicate by check mark whether the Issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of the “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☐	Smaller Reporting Company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each class ~~Trading Symbol~~TradingSymbol(s) Name of each ~~exchange~~exchangeon on which registered Class A Common AREC NASDAQ Capital Market Warrant ARECW NASDAQ Capital Market

As of ~~August~~November 1814, 2025 the registrant had 84,608,920 shares of Class A common stock issued and outstanding.

AMERICAN RESOURCES CORPORATION

TABLE OF CONTENTS

		PAGE
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024	3
	Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024	3
	Condensed Consolidated Statements of Operation (Unaudited) for the Three and six Months Ended June 30, 2025 and 2024	4
	Condensed Consolidated Statements of Operation (Unaudited) for the Three and Nine months Ended September 30, 2025 and 2024	4
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited) for the Three and Six Months ended June 30, 2025 and 2024	5
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited) for the Three and Nine months ended September 30, 2025 and 2024	5
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months ended June 30, 2025 and 2024	6
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine months ended September 30, 2025 and 2024	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3736
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	5251
Item 4.	Controls and Procedures	5352
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	5453
Item 1A.	Risk Factors	5453
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	5453
Item 3.	Defaults upon Senior Securities	5453
Item 4.	Mine Safety Disclosures	5453
Item 5.	Other Information	5453
Item 6.	Exhibits	5554
SIGNATURES		5756

2 Table of ~~Content~~Contents

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

AMERICAN RESOURCES CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	September 30,			December 31,
	2025			2024
	(Unaudited)			(As Restated)
Assets
Current assets:
Cash and cash equivalents	$	2,~~279~~081,~~531~~780		$	604,485
Restricted cash - current		~~605~~615,~~467~~072			2,353,473
Restricted investment - current		2,621,434			4,500,000
Restricted investments - current		2,621,434			4,500,000
Short-term investments		-			587,357
Due from related party		1,~~074~~121,243			1,081,243
Interest receivables		85,991			85,991
Receivables		2818,~~532~~233			6,675
Inventories		1,078,289			959,989
Prepaid expenses and other current assets		1,~~768~~165,~~608~~154			1,145,826
Total current assets		98,~~542~~787,~~095~~196			11,325,039
Non-current assets:
Restricted cash		14,~~019~~003,~~412~~623			1,155,371
Restricted investments	$	~~151~~150,~~329~~053,~~742~~029		$	151,253,539
Property and Equipment, net		15,504,740			17,438,543
Property and equipment, net		15,574,106			18,296,477
Right-of-use assets, net		~~663~~640,~~860~~180			712,352
Right-of-use assets, net - related party		1,~~558~~464,~~547~~194			1,735,407
Finance – right-of-use asset, net – related party		19,~~154~~028,~~911~~615			19,407,504
Investment in other entities - Related Parties		1,~~672~~649,~~412~~446			1,706,244
Notes Receivable, net		-			280,000
Total Assets	$	201,200,~~445,719~~389		$	205,~~013~~871,~~999~~933
Liabilities and Deficit
Current liabilities:
Trade payables	$	64,~~196~~602,~~646~~035		$	4,247,649
Non-trade payables		~~444~~1,~~501~~192,375			968,970
Accounts Payable - Related Party		5,072,067			9,014,288
Accounts Payable - related party		5,817,283			9,014,288
Accrued expenses		~~230~~368,~~834~~242			606,941
Accrued litigation settlement		14,~~462~~523,~~941~~434			14,343,928
Accrued interest		3,~~109~~265,~~345~~605			2,131,042
Other current liabilities		~~117~~141,~~475~~200			100,000
Bond payable, current		43,~~662~~712,~~174~~978			43,636,752
Current portion of long-term debt		2,077,328			2,077,328
Current portion of long term debt		1,503,328			2,077,328
Operating lease liabilities, current		~~145~~192,~~472~~637			91,576
Operating lease liabilities, current - related party		1,004,951			727,371
Convertible promissory note current		725,000			-
Finance lease - related party, current		1,079,699			363,296
Operating lease liabilities, current - related party		1,142,905			727,371
Other financing obligations, current		4,694,911			6,493,706
Finance lease - related party, current		1,443,385			363,296
Total current liabilities		82,298,344			84,802,847
Other financing obligations, current		4,990,072			6,493,706
Total current liabilities		83,620,479			84,802,847
Non-current liabilities:
Remediation liability		2223,~~782~~023,~~625~~536			22,279,905
Bond payable, net		149,~~762~~740,~~155~~263			149,729,753
Convertible promissory note		45,~~005~~614,~~520~~699			~~499~~500,~~961~~250
Convertible promissory note - related party		1,910,896			1,611,~~455~~166
Other financing obligations, net of current portion		10,197,062			6,222,602
Long term debt		965,286			-
Operating lease liabilities, non-current		625,730			677,168
Other financing obligations, net of current portion		9,680,538			6,222,602
Operating lease liabilities, non-current - related party		1,185,646			1,381,455
Operating lease liabilities, non-current		598,353			677,168
Finance lease - related party, non-current		19,876,050			19,718,597
Operating lease liabilities, non-current - related party		1,082,654			1,381,455
Total liabilities		292,644,028			286,923,743
Finance lease - related party, non current		19,965,704			19,718,597
Commitments and contingencies (Note 8)		-			-
Total liabilities		296,202,408			286,923,743
Stockholders' deficit:
Stockholders’ deficit:
Common stock, $0.0001 par value; 230,000,000 shares authorized, 84,305,071 and 77,996,079 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively		8,285			7,802
Common stock, $0.0001 par value; 230,000,000 shares authorized, 85,976,023 and 77,996,079 shares issued and outstanding as of September 30, 2025 December 31, 2024, respectively		8,452			7,802
Additional paid-in capital		~~191~~194,~~443~~077,~~058~~140			186,407,169
Accumulated deficit		(~~282~~287,~~081~~519,~~937~~895	)		(~~266~~265,~~763~~905,~~049~~115	)
Total stockholders' deficit		(90,630,594	)		(80,348,078	)
Total stockholders’ deficit		(93,434,303	)		(79,490,144	)
Non-controlling interest		(1,567,~~715~~716	)		(1,561,666	)
Total deficit		(9295,~~198~~002,~~309~~019	)		(81,~~909~~051,~~744~~810	)
Total liabilities and stockholders' deficit	$	200,445,719		$	205,013,999
Total liabilities and stockholders’ deficit	$	201,200,389		$	205,871,933

The accompanying footnotes are integral to the unaudited consolidated financial statements.

3 Table of ~~Content~~Contents

AMERICAN RESOURCES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

FOR THE THREE MONTHS ENDED JUNE 30, June 30,

FOR THE SIX MONTHS ENDED JUNE 30, June 30,

FOR THE THREE MONTHS ENDED SEPTEMBER, SEPTEMBER 30,

FOR THE NINE MONTHS ENDED SEPTEMBER, SEPTEMBER 30,

2025

2024

2025

2024

(as restated)

Revenue

Metal recovery and sales

~~1,946~~-

454,095

2,996

3387,~~447~~542

Rare Earth Oxide Revenue

~~1,011~~165

1,~~583~~748

Service fee revenue

1050,~~299~~000

-99,960

4090,605

-99,960

Royalty income

-81,388

64146,~~667~~055

Total revenue

1350,~~256~~165

4235,~~095~~443

4595,~~184~~349

98333,~~114~~557

Operating expenses (income)

Cost of coal sales and processing

~~256~~44,~~131~~360

~~892~~437,~~252~~570

~~438~~482,~~126~~486

12,~~868~~306,~~704~~274

Accretion

~~254~~247,~~429~~877

~~248~~247,~~311~~992

~~502~~743,~~720~~631

~~496~~744,~~893~~885

Depreciation

~~509~~516,~~789~~373

~~519~~568,~~445~~914

1,~~022~~541,~~121~~860

1,~~070~~638,~~085~~999

Amortization of mining rights

303,~~918~~917

~~311~~307,~~685~~970

~~607~~911,~~836~~753

~~618~~926,~~979~~949

General and administrative

42,~~305~~536,~~208~~051

5,~~640~~533,~~101~~286

710,~~512~~048,~~716~~761

914,~~362~~961,~~772~~483

Professional fees

~~761~~262,~~733~~973

~~449~~395,~~900~~767

~~934~~1,~~059~~196,232

1,~~396~~792,~~686~~453

Litigation expense

5960,~~836~~493

59120,~~836~~986

~~119~~179,~~014~~507

~~119~~240,~~672~~658

Production taxes and royalties

2,~~089~~223

131,~~431~~255

6,~~394~~117

2224,~~986~~241

Development

~~330~~385,~~757~~451

~~301~~731,~~990~~596

~~656~~1,~~260~~041,711

~~704~~1,~~378~~435,974

Gain on sale of equipment

(400,000

)

Total operating expenses

64,~~783~~359,~~890~~718

8,~~436~~345,~~951~~336

1116,~~799~~152,~~246~~058

1523,~~261~~671,~~155~~916

Net loss from operations

(64,~~770~~309,~~634~~553

)

(8,~~432~~109,~~856~~893

)

(1116,~~754~~056,~~062~~709

)

(1523,~~163~~338,~~041~~359

)

Other income (expense)

Earnings from equity method investees

(22,966

)

(16163,~~385~~355

)

(3356,~~832~~798

)

(~~231~~394,~~360~~715

)

Other income and (expense)

~~180,381~~-

60185,~~491~~158

266,964

~~157~~342,~~404~~562

Interest income

79,~~251~~932

~~361~~147,~~185~~669

1121,~~424~~356

~~850~~998,~~988~~657

Interest expense

(21,~~062~~980,~~936~~211

)

(3976,~~014,760~~461

)

(35,~~815~~795,~~432~~643

)

(34,~~677~~653,~~439~~900

)

Total other income (expenses)

(1,~~898~~993,~~270~~245

)

(2806,~~609,469~~989

)

(35,~~570~~564,~~876~~121

)

(23,~~900~~707,~~407~~396

)

Net loss

(86,~~668~~302,~~904~~798

)

(118,~~042~~916,~~325~~882

)

(1521,~~324~~620,~~938~~830

)

(1827,~~063~~045,~~448~~755

)

Less: Non-controlling interest

~~2,775~~-

~~(14~~15,~~335~~465

)

6,050

6580,~~423~~888

Net loss attributable to AREC shareholders

(86,~~666~~302,~~129~~798

)

(118,~~056~~901,~~660~~417

)

(1521,~~318~~614,~~888~~780

)

(1726,~~998~~964,~~025~~867

)

Net loss per share - basic and diluted

(0.1007

)

(0.1412

)

(0.1926

)

(0.2435

)

Weighted average shares outstanding - basic and diluted

8284,~~851~~305,~~608~~073

77,~~375~~400,~~271~~289

8082,~~929~~178,~~094~~728

7577,~~422~~222,~~390~~990

The accompanying footnotes are integral to the unaudited consolidated financial statements.

4 Table of ~~Content~~Contents

AMERICAN RESOURCES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS of SHAREHOLDERS'’ DEFICIT

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2025 AND ~~2023~~2024

(UNAUDITED)

	Common Stock				Additional									Non-
	Par Value				Paid-in			Accumulated			Total			controlling			Total
	Par Value Shares		Amount		Paid-in Capital			AccumulatedDeficit			TotalDeficit			controllinginterest			TotalDeficit
	Shares		Amount		Capital			Deficit			Deficit			interest			Deficit
Balance as of December 31, 2024 (as restated)		77,996,079	$	7,802	$	186,407,166		$	(265,905,115	)	$	(79,490,147	)	$	(1,561,666	)	$	(81,051,813	)
Balance as of December 31, 2023		76,247,370	$	7,627	$	181,753,261		$	(225,292,333	)	$	(43,531,445	)		(1,473,852	)		(45,005,297	)
Common stock issued to settle accounts payable and accrued expenses		2,495,770		244		1,543,862			-			1,544,106			-			1,544,106
Exercise of cashless warrants		871,620		87		(87	)		-			-			-			-
Stock compensation – options		-		-		518,624			-			518,624			-			518,624
Exercise of common stock options		148,000		15		156,882			-			156,897			-			156,897
Net loss		-		-		-			(6,652,763	)		(6,652,763	)		(3,276	)		(6,656,039	)
Issuance of common shares for consulting services		30,000		3		43,797			-			43,800			-			43,800
Balance as of March 31, 2025 (as restated)		80,491,849	$	8,046	$	188,469,652		$	(272,557,878	)	$	(84,080,180	)	$	(1,564,942	)	$	(85,645,122	)
Dividend-in-kind of Novustera, Inc. common stock to shareholders		-		-		-			(1,361,788	)		(1,361,788	)		-			(1,361,788	)
Common stock issued to settle accounts payable and accrued expenses		3,813,222		239		2,381,218			-			2,381,457			-			2,381,457
Stock compensation - options		-		-		986,132			-			986,132			-			986,132
Stock compensation – options		-		-		592,188			-			592,188			-			592,188
Net loss		-		-		-			(68,~~941~~659,~~363~~219	)		(68,~~941~~659,~~363~~219	)		(792,~~760~~774	)		(78,~~021~~661,~~123~~993	)
Balance as of March 31, 2024 (as restated)		77,296,990	$	7,732	$	182,939,985		$	(233,595,484	)	$	(50,647,767	)	$	(1,553,612	)	$	(52,201,379	)
Balance as of June 30, 2025		84,305,071	$	8,285	$	191,443,058		$	(281,217,097	)	$	(89,765,754	)	$	(1,567,716	)	$	(91,333,470	)
Exercise of cashless warrants		30,799		3		32,336			-			32,339			-			32,339
Common stock issued to settle accounts payable and accrued expenses		707,270		71		1,060,834						1,060,905			-			1,060,905
Issuance of common shares for consulting services		72,500		7		99,768			-			99,775			-			99,775
Exercise of common stock options		314,801		31		(31	)					-						-
Stock compensation – options		-		-		~~956~~716,~~816~~463			-			~~956~~716,~~816~~463			-			~~956~~716,~~816~~463
Net loss		-		-		-			(11,122,088	)		(11,122,088	)		14,335			(11,107,753	)
Common stock issued to settled convertible debt to equity		282,881		28		282,853						282,881			-			282,881
Balance as of June 30, 2024		77,400,289	$	7,742	$	184,028,905		$	(244,717,572	)	$	(60,680,925	)	$	(1,539,277	)	$	(62,220,202	)
Common stock issued to settled long term debt to equity		366,000		37		573,963						574,000			-			574,000
Net loss		-		-		-			(6,302,798	)		(6,302,798	)		-			(6,302,798	)
Balance as of September 30, 2025		85,976,023	$	8,452	$	194,077,140		$	(287,519,895	)	$	(93,434,303	)	$	(1,567,716	)	$	(95,002,019	)

	Common Stock				Additional									Non-
	Par Value				Paid-in			Accumulated			Total			controlling			Total
	Par Value Shares		Amount		Paid-inCapital			AccumulatedDeficit			TotalDeficit			controllinginterest			TotalDeficit
	Shares		Amount		Capital			Deficit			Deficit			interest			Deficit
Balance as of December 31, 2023 (as restated)		76,247,370	$	7,627	$	181,753,261		$	(225,292,333	)	$	(43,531,445	)	$	(1,473,852	)	$	(45,005,297	)
Balance as of December 31, 2024		77,996,079	$	7,802	$	186,407,166		$	(266,763,046	)	$	(80,348,078	)		(1,561,666	)		(81,909,744	)
Exercise of cashless warrants		871,620		87		(87	)		-			-			-			-
Common stock issued to settle accounts payable and accrued expenses		2,495,770		244		1,543,862			-			1,544,106			-			1,544,106
Exercise of common stock options		148,000		15		156,882			-			156,897			-			156,897
Stock compensation – options		-		-		518,624			-			518,624			-			518,624
Issuance of common shares for consulting services		30,000		3		43,797			-			43,800			-			43,800
Net loss		-		-		-			(6,652,762	)		(6,652,762	)		(3,275	)		(6,656,037	)
Dividend-in-kind of Novustera, Inc. common stock to shareholders		-		-		-			(1,361,788	)		(1,361,788	)		-			(1,361,788	)
Balance as of March 31, 2025		80,491,849		8,046		188,469,652			(273,415,808	)		(84,938,110	)		(1,564,941	)		(86,503,051	)
Stock compensation - options		-		-		986,132			-			986,132			-			986,132
Common stock issued to settle accounts payable and accrued expenses		3,813,222		239		2,381,218			-			2,381,457			-			2,381,457
Net loss		-		-		-			(6,941,362	)		(6,941,362	)		(79,760	)		(7,021,122	)
Stock compensation – options		-		-		592,188			-			592,188			-			592,188
Balance as of March 31, 2024 (as restated)		77,296,990	$	7,732	$	182,939,985		$	(233,595,483	)	$	(50,647,766	)	$	(1,553,612	)	$	(52,201,378	)
Net loss		-		-		-			(8,666,129	)		(8,666,129	)		(2,774	)		(8,668,903	)
Exercise of common stock warrants		30,799		3		32,336			-			32,339			-			32,339
Balance as of June 30, 2025		84,305,071		8,285		191,443,058			(282,081,937	)		(90,630,594	)		(1,567,715	)		(92,198,309	)
Issuance of common shares for consulting services		72,500		7		99,768			-			99,775			-			99,775
Stock compensation – options		-		-		956,816			-			956,816			-			956,816
Net loss		-		-		-			(11,122,088	)		(11,122,088	)		14,337			(11,107,751	)
Balance as of June 30, 2024 (as restated)		77,400,289	$	7,742	$	184,028,905		$	(244,717,571	)	$	(60,680,924	)	$	(1,539,275	)	$	(62,220,199	)
Stock compensation – options		-		-		905,269			-			905,269			-			905,269
Net loss		-		-		-			(8,901,417	)		(8,901,417	)		(15,465	)		(8,916,882	)
Balance as of September 30, 2024 (as restated)		77,400,289	$	7,742	$	184,934,174		$	(253,618,988	)	$	(68,677,072	)	$	(1,554,740	)	$	(70,231,812	)

5 Table of ~~Content~~Contents

AMERICAN RESOURCES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the six months ended
	For the nine months ended
	June 30,
	September 30,
	2025			2024
				(as restated)
Cash Flows from Operating activities:
Net loss	$	(1521,~~324~~620,~~938~~830	)	$	(1827,~~063~~045,~~448~~755	)
Adjustments to reconcile net income (loss) to net cash
Depreciation expense		1,~~022~~541,~~121~~860			1,~~070~~638,~~085~~999
Amortization of mining rights		~~607~~911,~~836~~753			~~618~~926,~~979~~949
Accretion expense		~~502~~743,~~720~~631			~~496~~744,~~893~~885
Amortization of right-to-use assets - related party		252,592			126,296
Amortization of finance right-to-use assets - related party		378,889			252,594
Amortization of issuance costs and debt discount		5786,~~824~~736			5483,~~314~~225
Investment in other entities - related parties, net		33,832			165,934
Investment in other entities - Related Parties, net		56,798			394,714
Allowance for losses on note receivable		280,000			-99,022
Gain on sale of equipment		-			(400,000	)
Noncash stock-based compensation expense		1,110,812			1,942,948
Noncash stock based compensation expense		1,827,272			2,848,215
Issuance of common shares for services		-			143,575
Unrealized gain on short-term investments		4,~~973~~456			4,973
Change in current assets and liabilities:
Receivables		(2111,~~857~~558	)		(6485,~~240~~991	)
Inventories		(118,300	)		(829,998	)
Prepaid expenses and other current assets		(~~622~~19,~~784~~328	)		(11,~~251~~468	)
Accounts payable		1,~~424~~638,~~528~~696			~~(317~~2,~~200~~865,965	)
Accrued interest		~~978~~1,~~304~~134,563			(6,844	)
Accrued expenses		(~~257~~59,~~095~~193	)		(~~136~~183,~~723~~568	)
Accounts payable related party		~~(16~~728,~~658~~558	)		1531,~~664,551~~134
Due from related party		7(40,000	)		-
Operating lease assets and liabilities, net		50,950			1,819
Accrued interest on finance lease liability - related party		247,107			89,999
Operating lease assets and liabilities, net - related party		258,631			488,926
Operating lease assets and liabilities, net		94,418			3,900
Deferred finance lease payments		873,856			(249,835	)
Operating lease assets and liabilities, net - related party		387,946			612,505
Other Liabilities		14,970			-
Deferred finance lease payments		1,080,089			(249,835	)
Cash used in operating activities		(8,880,683	)		(13,300,247	)
Other Liabilities		41,199			-
Cash used in operating activities		(10,685,238	)		(17,549,869	)
Cash Flows from Investing activities:
Purchase of property and equipment, net of capitalized interest income and (expense)		~~303~~268,~~846~~758			~~250~~2,~~726~~247,364
Restricted investments purchased		(149,742,156	)		(150,014,712	)
Restricted investments sold		151,547,025			-
Proceeds from sale of equipment		-			400,000
Proceeds from short-term investments, net		582,~~384~~901			1,~~092~~191,~~090~~608
Cash provided by (used in) investing activities		2,691,099			(148,271,896	)
Restricted investments purchased		(151,799,490	)		(149,732,440	)
Restricted investments sold		154,878,566			(6,673	)
Decrease in restricted cash					-
Cash (used in) provided by investing activities		3,930,735			(145,900,141	)
Cash Flows from Financing activities:
Proceeds from convertible promissory note		36,~~505~~122,~~559~~330			-
Proceeds from convertible promissory note - related party		299,~~441~~731			~~459~~894,~~646~~172
Proceeds from tax exempt bonds, net		-			149,719,208
Proceeds from the exercise of stock options and warrants		-			189,236
Proceeds received from other financing obligation		7,153,077			-
Proceeds from long term debt		965,286			-
Repayments of other financing obligation		(4,977,412	)		(3,664,712	)
Deferred repayments of finance lease - related party		-			-
Cash provided by financing activities		5,980,665			146,703,378
Proceeds received from other financing obligation		10,030,589			-
Decrease in cash		(208,919	)		(14,868,765	)
Repayments of other financing obligation		(8,076,287	)		(5,737,299	)
Cash provided by (used in) financing activities		9,341,649			145,065,317
Increase (decrease) in cash		2,587,146			(18,384,693	)
Cash and cash equivalents, including restricted cash, beginning of period		4,113,329			30,874,762
Cash and cash equivalents, including restricted cash, end of period	$	36,~~904~~700,~~410~~475		$	1612,~~005~~490,~~997~~069
SUPPLEMENTAL CASH FLOW INFORMATION
Common stock issued to settle accounts payable and accrued expenses	$	2,415,499		$	-
Cashless exercise of warrants	$	-		$	87
Dividend-in-kind of Novustera, Inc. common stock to shareholders	$	-		$	1,361,~~788~~789
Acquisition of assets through finance lease - related party	$	-		$	19,786,394

The accompanying footnotes are integral to the unaudited consolidated financial statements

6 Table of ~~Content~~Contents

AMERICAN RESOURCES CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

American Resources Corporation’s (ARC or the Company) operations are comprised of ARC (Corporate or Parent) and three operating segments that we describe as American Infrastructure, ReElements and Electrified Materials. During this first quarter of 2025, the Company distributed out to its shareholders 90% ownership interest in American Infrastructure and 80% ownership interests in ReElements. As of ~~June~~September 30, 2025, the Company has determined that American Infrastructure and ReElements, (the “VIEs”) meet the criteria to continue to be consolidated in our financial statements as variable interest entities under ASC 810, Consolidation. The Company holds contractual and financial interests in each of these entities that provide it with the power to direct key activities and the right to receive benefits or the obligation to absorb losses that could be significant.

American Infrastructure (our coal mining operations) is comprised of subsidiaries that were formed or acquired between 2015 and 2020 with operations focused on the extraction, processing, transportation, and distribution of coal for a variety of industries, with a primary focus on metallurgical quality coal to the steel industry. Responsive to adverse market conditions and pricing pressures in the coal industry, during 2023 we suspended our coal production operations which significantly attributed to our decline in consolidated revenues from approximately $39 million in 2022 to $13 million in 2023 and $383,000 in 2024.

Beginning in 2023, the focus of our business and capital allocation shifted towards the diversification of our revenue streams leading to the development of our ReElements and Electrified Materials segments which have been in the development (pre revenue) stages through 2024. Electrified Materials is focused on the aggregation, recovery and sale of recovered metal and steel. We established a new subsidiary, Electrified Materials Corporation (EMC, formerly known as American Metals) to operate this segment of our business. ReElements is focused on the purification and monetization of critical and rare earth element deposits and end of life magnets and batteries. American Rare Earth LLC was initially formed as a subsidiary to comprise the ReElements segment. In 2024, we changed the name of American ~~Rate~~Rare Earth LLC to ReElement Technologies LLC and recently converted the company from a limited liability corporation to a corporation.

Basis of Presentation and Consolidation:

The consolidated financial statements include the accounts of the Company and its variable interest entities. The variable interest entities by segment include:

American Infrastructure:

American Infrastructure Corporation (AIC), Deane Mining, LLC (Deane), ERC Mining Indiana Corp (ERC), McCoy Elkhorn Coal LLC (McCoy), Knott County Coal LLC (KCC), Wyoming County Coal (WCC), Perry County Resources LLC (PCR), Advanced Carbon Materials LLC (ACM), and T.R. Mining & Equipment Ltd. (TR Mining).

ReElements:

ReElement Technologies Corporation (RLMT), ReElement Marion LLC (RLM), and Kentucky Lithium LLC (KYL).

Electrified Materials:

Electrified Materials Corporation (EMC).

7 Table of ~~Content~~Contents

Corporate Office:

American Opportunity Venture II, LLC (AOV II).

All significant intercompany accounts and transactions have been eliminated in consolidation. Entities for which ownership is less than 100% require that a determination is made as to whether there is a requirement to apply the variable interest entity (VIE) model to the entity. Where the company holds current or potential rights that give it the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, combined with a variable interest that gives the Company the right to receive potentially significant benefits or the obligation to absorb potentially significant losses, the Company would be deemed the primary beneficiary.

Going Concern

The Company has evaluated whether there are any conditions and events considered in the aggregate, which raise substantial doubt about its ability to continue as a going concern within one year beyond the issuance date of these financial statements. Based on such evaluation and the Company’s current plans, which are subject to change, and the Company’s existing liquidity, there is substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the date these financial statements were issued.

The accompanying financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to its ability to continue as a going concern.

The Company’s continuation as a going concern is contingent upon its ability to obtain additional financing and to generate revenue and cash flow to meet its obligations on a timely basis. The Company will continue to seek to raise additional funding through debt or equity financing during the next twelve months from the date of issuance of these financial statements. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern. There is no guarantee the Company will be successful in achieving these objectives.

~~Reclassifications~~8 Table of Contents

Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications had no effect on previously reported net income, total assets, or total liabilities.

8 Table of Content

A. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS:

The Company has identified certain accounting errors in the Company’s historical consolidated financial statements relating to compliance with U.S. GAAP. As a result, the Audit Committee, in consultation with the Company’s management, concluded that the Company’s previously issued audited consolidated financial statements and the notes thereto as of and for the year ended December 31, 2023 and unaudited consolidated financial statements and the notes thereto as of and for the three and six months ended ~~June~~September 30, 2024, require restatement and should not be relied upon. Restated financial statements for the year ended December 31, 2023 were included in our 2024 Form 10-K filed with the SEC on May 19, 2025.

The following includes descriptions of the significant adjustments to the Company’s previously reported ~~June~~September 30, 2024 consolidated financial statements.

1. ~~Cash~~Treasury ~~adjustments~~bills and mutual fund reclassification

~~Upon~~Treasury ~~required~~bills ~~revisions~~and tomutual ~~bank~~fund ~~reconciliations~~investments ~~there~~ were ~~cutoff~~incorrectly ~~adjustments~~classified ~~increasing~~as ~~bank~~ cash ~~accounts. Those adjustments were offset to a lesser extent by the reclassification of treasury bills~~ and ~~mutual~~cash ~~fund~~equivalents ~~investments~~versus to short-term investments on the balance sheets and the change in fair value of the investments was not recognized in the statement of operations. The adjustment corrects these matters.

2. Restricted investment reclassification

Cash balances in the WCC bond fund balances were classified as short-term investments on the balance sheets. The adjustment reclassifies the WCC bond fund balances to restricted cash. ~~Also, certain prior year amounts have been reclassified to conform to the current year presentation.~~

3. Bond balance and restricted cash reclassification

Based on the review of the terms, provisions and covenants under the WCC Bond, it was determined that the Company was not in compliance with certain provisions with those matters dating back to December 31, 2023. The assessment was that these compliance issues could be deemed an event of default which then could lead to the acceleration of maturity. Accordingly, the outstanding bond balance and associated restricted cash funds were reclassified to current liabilities and current assets, respectively on the balance sheet.

4.9 ~~Due~~Table ~~from~~of ~~related party reclassification~~Contents

~~A note receivable balance related to a working capital loan issued to American Acquisition Opportunity Inc was written off~~4. ~~However,~~Inventories the note was supported by Royalty Management Holding Corp., a related party, who has committed to issue shares of its stock if required to fulfill the obligation. The adjustment re-establishes the note receivable on the balance sheet and reverses the charge previously recognized in the statement of operations.

9During ~~Table~~the current fiscal year, the Company identified a prior period error related to a re-purchase arrangement with Marco International Corporation. Although revenue was properly recognized, the Company incorrectly accounted for the related inventory and cost of ~~Content~~goods sold. Specifically, inventory was not removed from the balance sheet at the time of sale, resulting in an overstatement of inventory and an understatement of COGS as of December 31, 2023 that was adjusted in the 2023 restatement but had not been adjusted in the previously filed September 30, 2024 balance sheet.

5. ~~Inventories~~Prepaid deposit removal adjustment

During the current fiscal year, the Company identified a prior period error related to a re-purchase arrangement with Marco International Corporation. Although revenue was properly recognized, the Company incorrectly accounted for the related inventory and cost of goods sold. Specifically, inventory was not removed from the balance sheet at the time of sale, resulting in an overstatement of inventory and an understatement of COGS as of December 31, 2023 that was adjusted in the 2023 restatement but had not been adjusted in the previously filed June 30, 2024 balance sheet.

6. Prepaid deposit removal adjustment

Certain prepaid deposits were refunded to the Company. However, the deposit amount recognized in the balance sheet was not de-recognized upon the Company’s receipt of such funds. The adjustment de-recognizes the deposits from the balance sheet and reverses the income recognized in the statement of operations that had been recorded when the funds were returned to the Company.

76. Property and Equipment, net adjustment

Based on review of the property and equipment detail, the Construction in Progress (CIP) line item included amounts related to bond-funded projects that were either completed or misclassified. This adjustment reflects the cleanup and proper classification of bond-related details within the CIP account.

87. ~~Right-of-use~~Accounts ~~assets~~payable ~~and operating lease recognition adjustment~~ reclassification

Operating leases were previously not recognized on the balance sheet and accounted for under ASC 842, Leases. The adjustment recognizes these operating leases under the provisions of ASC 842.

9. Finance – Right-of-use asset recognition adjustment

A finance lease was previously not recognized on the balance sheet and accounted for under ASC 842, Leases. The adjustment recognizes this finance lease under the provisions of ASC 842.

10. Accounts payable reclassification

A reclassification adjustment was made to properly present liabilities within the balance sheet. Certain liabilities were previously misclassified among trade payables, non-trade payables, and accounts payable – related party. This adjustment corrects the classification to reflect the nature of the underlying transactions more accurately.

10 Table of ~~Content~~Contents

118. Accrued expenses and settlement adjustments

In connection with the 2024 audit and the re-audit of the 2023 financial statements, legal letter responses were requested and received from attorneys representing the Company with various litigation matters. Based on those responses, the Company concluded a loss was probable and reasonably estimated under Accounting Standards Codification 450. It was also concluded that the status of these litigation cases as of December 31, 2023 supported that a potential loss was probable at that date. Accordingly, adjustments were recognized to record the reserve for these potential litigation losses as of December 31, 2023 with the necessity of the reserve continuing as of ~~June~~September 30, 2024.

129. Long term debt, convertible promissory note recognition and interest expense/income adjustment

An adjustment was recorded to correct previously understated interest expense resulting from an error in the Company’s debt rollforward calculation. The prior calculation did not accurately reflect the outstanding balances and timing of interest accruals related to certain borrowings. This restatement reflects a true-up of interest expense to properly account for interest incurred during the applicable periods. In addition, the Company identified an error in the calculation of its debt ~~rollforward~~roll forward, which resulted in an understatement of accrued interest, current portion of long-term debt, convertible promissory notes – related party, and interest expense in prior periods. This adjustment corrects the interest expense to reflect the proper accrual based on outstanding debt balances. In addition, there was an adjustment to correct the amount of interest income earned on the WCC Bond.

1310. Failed leaseback adjustment

Certain fixed assets under the Maxus lease agreements were incorrectly recorded as a sale and lease-back arrangement, resulting in the removal of the assets from the balance sheet and recognition of a gain on sale. This adjustment reinstates the fixed assets and derecognizes the right of use assets and related finance lease liabilities previously recorded. Additionally, the previously recorded finance lease liabilities have been reclassified as Other Financing Obligations on the balance sheet.

1411. Black-Scholes calculation adjustment

An acceptable valuation model, such as the Black-Scholes model was not utilized to determine the fair value of equity awards granted. Black-Scholes calculations have now been used to determine the fair value of the equity awards. This adjustment has been made to reflect the appropriate fair value of the equity awards.

1512. Reclassification of operating expenses

An adjustment was made to correct the classification of certain operating expenses within the consolidated statements of operations. Previously, certain expenses were misclassified among general and administrative (G&A), development expenses, professional fees, production taxes and royalties, and cost of coal sales and processing. This adjustment reclassifies these expenditures to the correct expense classification in the statement of operations.

13. Depreciation and amortization of mining rights

Depreciation and amortization of mining rights in the 2024 statement of operations were overstated by $550,640 and $307,294, respectively, due to an error in the Company’s calculation of depreciation and amortization for the quarter ended September 30, 2024. Accumulated depreciation included in property & equipment, net in the March 31, 2025 and December 31, 2024 balance sheets was overstated by $857,934.

* Represents revision for immaterial error correction

11 Table of ~~Content~~Contents

The following tables summarize the effect of the restatement on each financial statement line item in the consolidated financial statements.

Refer to the financial statements included herein which present the impact of the restatement of the Company’s previously reported consolidated balance sheet, the statement of operations, statement of cashflow, and the consolidated stockholders’ deficit for the three and ~~six~~nine months ended ~~June~~September 30, 2024.

Balance Sheet as of June 30, 2024	As Reported			Adjustment			As Restated			Reference
Balance Sheet as of September 30, 2024	As Reported			Adjustment			As Restated			Reference
Cash and cash equivalents	$	~~554~~840,~~416~~330		$	35285,~~063~~906		$	~~589~~1,~~479~~126,236			1
Restricted cash - current		-			127,~~867~~021,~~941~~439			127,~~867~~021,~~941~~439			3
Restricted investment - current		-			4,500,000			4,500,000			2
Restricted investments - current		-			4,500,000			4,500,000			2
Short-term investments		-151,326			~~250,844~~-			~~250~~151,~~844~~326			1*
Due from related party		-741,243			~~741,243~~-			741,243			4*
Interest receivables		-85,991			~~64,240~~-			6485,~~240~~991			*
Inventories		2,029,812			(1,069,823	)		959,989			5
Receivables		-			6,675			6,675			*
Prepaid expenses and other current assets		1,866,001			(125,099	)		1,740,902			6
Inventories		2,029,812			(1,069,823	)		959,989			4
Total current assets		4,450,229			17,264,409			21,714,638
Prepaid expenses and other current assets		1,866,001			(147,818	)		1,718,183			5
Restricted cash		168,998,842			(166,450,265	)		2,548,577			3
Total current assets		5,714,703			10,596,379			16,311,082
Restricted investment		-			150,014,712			150,014,712			3
Restricted cash		160,811,402			(156,469,008	)		4,342,394			3
Property and Equipment, net		19,190,991			(472,102	)		18,718,889			7
Restricted investments		4,500,000			145,232,440			149,732,440			3
Right-of-use assets, net		616,045			138,958			755,003			8
Property and Equipment, net		17,489,780			(1,644,413	)		15,845,367			6
Right-of-use assets, net - related party		-			1,900,526			1,900,526			8
Right-of-use assets, net		734,786			(3,298	)		731,488			*
Finance – right-of-use asset, net – related party		-			19,660,097			19,660,097			9
Right-of-use assets, net - related party		1,817,073			434			1,817,507			*
Investment in other entities - Related Parties		1,884,153			(1	)		1,884,152			*
Finance – right-of-use asset, net – related party		19,533,801			(1	)		19,533,800			*
Notes Receivable, net		379,022			-			379,022			*
Investment in other entities - Related Parties		1,719,308			1,489			1,720,797			*
Total assets	$	195,519,282		$	22,056,334		$	217,575,616
Notes Receivable, net		280,000			-			280,000			*
Trade payables	$	4,808,658		$	(1,627,045	)	$	3,181,613			10
Total assets	$	212,600,853		$	(2,285,978	)	$	210,314,875
Non-trade payables		2,641,370			(1,818,135	)		823,235			10
Trade payables	$	5,039,002		$	3,676,326		$	8,715,328			7
Accounts Payable - Related Party		2,498,168			3,597,487			6,095,655			10
Non-trade payables		2,653,638			(4,180,954	)		(1,527,316	)		7
Accrued expenses		-			55,000			55,000			*
Accounts Payable - Related Party		5,711,005			(748,767	)		4,962,238			7
Accrued litigation settlement		-			14,222,941			14,222,941			11
Accrued expenses		-			127,827			127,827			8
Accrued interest		495,915			(17,328	)		478,587			*
Accrued litigation settlement		-			14,103,269			14,103,269			8
Other current liabilities		200,000			(100,000	)		100,000			*
Accrued interest		514,844			(36,257	)		478,587			*
Bond payable, current		-			43,560,566			43,560,566			3
Other current liabilities		147,055			(47,055	)		100,000			*
Current portion of long term debt		804,656			1,335,672			2,140,328			12
Bond payable, current		-			43,611,370			43,611,370			3
Operating lease liabilities, current		57,299			27,195			84,494			*
Current portion of long term debt		804,656			1,335,672			2,140,328			9
Operating lease liabilities, current - related party		-			456,731			456,731			8
Operating lease liabilities, current		87,898			375			88,273			*
Finance lease - related party, current		7,761,996			(7,398,071	)		363,925			13
Operating lease liabilities, current - related party		590,047			486			590,533			*
Other financing obligations, current		-			8,086,355			8,086,355			13
Finance lease - related party, current		1,437,985			(1,074,689	)		363,296			10
Total current liabilities		19,268,062			60,381,368			79,649,430
Other financing obligations, current		7,620,971			681,295			8,302,266			10
Remediation liability		21,785,380			313			21,785,693			*
Total current liabilities		24,607,101			57,448,898			82,055,999
Bond payable, net		193,308,677			(43,560,562	)		149,748,115			3
Remediation liability		22,033,677			8			22,033,685			*
Convertible promissory note - related party		-			946,202			946,202			12
Bond payable, net		193,337,587			(43,611,364	)		149,726,223			3
Other financing obligations, net of current portion		6,161,059			(323,999	)		5,837,060			13
Convertible promissory note		-			-			-			*
Operating lease liabilities, non-current		611,951			112,015			723,966			8
Convertible promissory note - related party		894,172			486,556			1,380,728			9
Operating lease liabilities, non-current - related party		-			1,568,793			1,568,793			8
Other financing obligations, net of current portion		4,405,239			(856,677	)		3,548,562			*
Finance lease - related party, non current		-			19,536,559			19,536,559			13
Operating lease liabilities, non-current		703,899			(5,147	)		698,752			*
Total liabilities	$	241,135,129		$	38,660,689		$	279,795,818
Operating lease liabilities, non-current - related party		1,476,182			-			1,476,182			*
Common Stock		7,742			-			7,742
Finance lease - related party, non current		18,528,012			1,098,546			19,626,558			10
Additional paid-in capital		182,012,925			2,015,980			184,028,905			14
Total liabilities	$	265,985,869		$	14,560,820		$	280,546,689
Accumulated deficit		(226,097,239	)		(18,620,333	)		(244,717,572	)
Common Stock		7,742			-			7,742			*
Total stockholders' deficit		(44,076,572	)		(16,604,353	)		(60,680,925	)
Additional paid-in capital		182,761,566			2,172,606			184,934,172			12
Non-controlling interest		(1,539,275	)		(2	)		(1,539,277	)		*
Accumulated deficit		(234,599,584	)		(19,019,405	)		(253,618,989	)
Total deficit		(45,615,847	)		(16,604,355	)		(62,220,202	)
Total stockholders’ equity		(51,830,276	)		(16,846,799	)		(68,677,075	)
Total liabilities and stockholders' deficit	$	195,519,282		$	22,056,334		$	217,575,616
Non-controlling interest		(1,554,740	)		1			(1,554,739	)		*
Total deficit		(53,385,016	)		(16,846,798	)		(70,231,814	)
Total liabilities and stockholders’ deficit	$	212,600,853		$	(2,285,978	)	$	210,314,875

12 Table of ~~Content~~Contents

Income Statement for the Three Months ended June 30, 2024	As Reported			Adjustment			As Restated			Reference
Income Statement for the Three Months ended September 30, 2024	As Reported			Adjustment			As Restated			Reference
Cost of coal sales and processing		507,596			384,656			892,252			15
Coal sales		-			-			-
Accretion		248,291			20			248,311			*
Metal Recovery and sales		154,055			(99,960	)		54,095			*
Depreciation		519,445			-			519,445			*
Royalty Income		81,388			-			81,388			*
Amortization of mining rights		311,685			-			311,685			*
Service fee revenue		-			99,960			99,960			*
General and administrative		2,888,344			2,751,757			5,640,101			15
Total revenue		235,443			-			235,443
Professional fees		390,370			59,530			449,900			*
Cost of coal sales and processing		1,784,863			(1,347,293	)		437,570			12
Litigation expense		-			59,836			59,836			*
Accretion		248,295			(303	)		247,992			*
Production taxes and royalties		169,680			(156,249	)		13,431			15
Depreciation		584,083			(15,169	)		568,914			*
Development		1,198,102			(896,112	)		301,990			15
Amortization of mining rights		302,103			5,867			307,970			*
General and administrative		3,936,598			1,596,688			5,533,286			12
Professional fees		682,525			(286,758	)		395,767			12
Litigation expense		-			120,986			120,986			*
Production taxes and royalties		876,503			(875,248	)		1,255			12
Development		78,809			652,787			731,596			12
Gain on sale of equipment		-			-			-			*
Total operating expenses		68,~~233~~493,~~513~~779			2(148,~~203,438~~443	)		8,~~436~~345,~~951~~336
Net loss from operations		(68,~~229~~258,~~418~~336	)		(2148,~~203,438~~443	)		(8,~~432~~109,~~856~~893	)
Earnings from equity method investees		(16,385	)		-(146,970	)		(16163,~~385~~355	)		*
Other income and (expense)		60,490			1124,668			60185,~~491~~158			*
Interest income		3,054			~~358~~144,~~131~~615			~~361~~147,~~185~~669			12
Interest expense		(418,493	)		(2557,~~596,267~~968	)		(3976,~~014,760~~461	)		12
Total other income (expenses)		(371,334	)		(2435,~~238,135~~655	)		(2806,~~609,469~~989	)
Net loss		(68,~~600~~629,~~752~~670	)		(4287,~~441,573~~212	)		(118,~~042~~916,~~325~~882	)
Non-controlling interest		(14,337	)		229,802			~~(14~~15,~~335~~465	)		*
Net loss attributable to AREC shareholders	$	(68,~~615~~644,~~089~~007	)	$	(4257,~~441,571~~410	)	$	(118,~~056~~901,~~660~~417	)

Income Statement for the Six Months ended June 30, 2024	As Reported			Adjustment			As Restated			Reference
Income Statement for the Nine Months ended September 30, 2024	As Reported			Adjustment			As Restated			Reference
Cost of coal sales and processing		1,197,775			670,929			1,868,704			15
Coal Sales		-			-			-
Accretion		496,582			311			496,893			*
Metal recovery and sales		187,502			(99,960	)		87,542			*
Depreciation		1,069,559			526			1,070,085			*
Service fee revenue		-			99,960			99,960			*
Amortization of mining rights		623,370			(4,391	)		618,979			*
Royalty income		146,055			-			146,055			*
General and administrative		5,248,281			4,114,491			9,362,772			15
Total revenue		333,557			-			333,557
Professional fees		1,141,392			255,294			1,396,686			15
Cost of coal sales and processing		2,982,638			(676,364	)		2,306,274			12
Litigation expense		-			119,672			119,672			*
Accretion		744,877			8			744,885			*
Production taxes and royalties		447,093			(424,107	)		22,986			15
Depreciation		1,653,642			(14,643	)		1,638,999			*
Development		2,908,044			(2,203,666	)		704,378			15
Amortization of mining rights		925,473			1,476			926,949			*
General and administrative		7,937,647			7,023,836			#########			12
Professional fees		1,823,917			(31,464	)		1,792,453			*
Litigation expense		-			240,658			240,658			8
Production taxes and royalties		1,323,596			(1,299,355	)		24,241			12
Development		2,996,583			(1,560,609	)		1,435,974			12
Gain on sale of equipment		(400,000	)		-			(400,000	)		*
Total operating expenses		1219,~~732~~988,~~096~~373			23,~~529~~683,~~059~~543			~~15,261,155~~#########
Net loss from operations		(1219,~~633~~655,~~982~~086	)		(23,~~529~~683,~~059~~273	)		~~(15,163,041~~#########	)
Earnings from equity method investees		(~~231~~396,~~360~~205	)		-1,490			(~~231~~394,~~360~~715	)		*
Other income and (expense)		~~173~~140,~~005~~904			~~(15~~201,~~601~~658	)		~~157~~342,~~404~~562			*
Interest income		39110,~~149~~916			~~811~~887,~~839~~741			~~850~~998,~~988~~657			129
Interest expense		(~~892~~2,~~177~~109,896	)		(2,~~785~~544,~~262~~004	)		(34,~~677~~653,~~439~~900	)		129
Total other income (expenses)		(~~911~~2,~~383~~254,281	)		(1,~~989~~453,~~024~~115	)		(23,~~900~~707,~~407~~396	)
Net loss		(1321,~~545~~909,~~365~~367	)		(45,~~518~~136,~~083~~388	)		~~(18,063,448~~#########	)
Non-controlling interest		6580,~~423~~888			-			6580,~~423~~888			*
Net loss attributable to AREC shareholders	$	(1321,~~479~~828,~~942~~479	)	$	(45,~~518~~136,~~083~~388	)	$	~~(17,998,025~~#########	)

13 Table of ~~Content~~Contents

	Common				(As reported)						(Restated)												(As reported)					(Restated)
	Stock				Additional						Additional			(As reported)						(Restated)			Non-					Non-			(As reported)						(Restated)
	Par Value				Paid-in						Paid-in			Accumulated						Accumulated			controlling					controlling			Total						Total
	Par Value Shares		Amount		Paid-inCapital			Adjustments			Paid-in Capital			AccumulatedDeficit			Adjustments			AccumulatedDeficit			controlling interest			Adjustments		controlling interest			TotalDeficit			Adjustments			Total Deficit
	Shares		Amount		Capital			Adjustments			Capital			Deficit			Adjustments			Deficit			interest			Adjustments		interest			Deficit			Adjustments			Deficit
Balance as of December 31, 2023 (1)		76,247,370	$	7,627	$	178,910,546			2,842,715		$	181,753,261		$	(178,694,329	)		(46,598,004	)	$	(225,292,333	)		(1,473,852	)		-		(1,473,852	)	$	223,844			(45,229,141	)		(45,005,297	)
Exercise of cashless warrants		871,620		87		(87	)		-			(87	)		-			-			-			-			-		-			-			-			-
Exercise of common stock options		148,000		15		156,885			(3	)		156,882			-			-			-			-			-		-			156,900			(3	)		156,897
Issuance of common shares for consulting services		30,000		3		43,797			-			43,797			-			(43,797	)		-			-			-		-			43,800			-			43,800
Dividend-in-kind of Novustera, Inc. common stock to shareholders		-		-		(14,560,000	)		14,560,000			-			-			13,198,212			(1,361,788	)		-			-		-			(14,560,000	)		13,198,212			(1,361,788	)
Stock compensation - options		-		-		560,393			425,739			986,132			-			(560,393	)		-			-			-		-			560,393			425,739			986,132
Net loss		-		-		-			-			-			(6,225,932	)		(715,~~431~~430	)		(6,941,~~363~~362	)		(79,760	)		-		(79,760	)		(6,225,932	)		(795,~~191~~190	)		(7,021,~~123~~122	)
Balance as of March 31, 2024 (2)		77,296,990	$	7,732	$	165,111,534			17,828,451		$	182,939,985		$	(184,920,261	)		(48,675,~~223~~222	)	$	(233,595,~~484~~483	)		(1,553,612	)		-		(1,553,612	)	$	(19,800,995	)		(32,400,~~384~~383	)		(52,201,~~379~~378	)
Exercise of cashless warrants		30,799		3		32,336			-			32,336			-			-			-			-			-		-			32,339			-			32,339
Exercise of common stock options		-							-			-			-			-			-			-			-		-			-			-			-
Issuance of common shares for consulting services		72,500		7		99,768			-			99,768			-			-			-			-			-		-			99,775			-			99,775
Dividend-in-kind of Novustera, Inc. common stock to shareholders		-							-									-			-			-			-		-			-						-
Stock compensation - options		-				874,080			82,736			956,816						-			-			-			-		-			874,080			82,736			956,816
Net loss		-							-						(68,~~615~~644,~~089~~007	)		(32,~~437~~478,~~176~~081	)		(1011,~~052~~122,~~265~~088	)		14,337			-		14,337			(68,~~615~~644,~~089~~007	)		(32,~~422~~463,~~839~~744	)		(1011,~~037~~107,~~928~~751	)
Balance as of June 30, 2024		77,400,289	$	7,742	$	166,117,718			17,911,187		$	184,028,905		$	(~~191~~193,~~535~~564,~~350~~268	)		(5251,~~112~~153,~~399~~303	)	$	(~~243~~244,~~647~~717,~~749~~571	)		(1,539,275	)		-		(1,539,275	)	$	(2527,~~409~~438,~~890~~808	)		(3534,~~740~~781,~~487~~391	)		(6162,~~150~~220,~~377~~199	)
Stock compensation - options		-		-		748,641			-			905,269			-			-			-						-					748,641			-			748,641
Net loss		-		-		-			-			-			(9,206,768	)		-			(8,901,417	)					-		(15,465	)		(9,206,768	)		-			(9,222,233	)
Balance as of September 30, 2024		77,400,289		7,742		166,866,359			17,911,187			184,934,174			(202,771,036	)		(51,153,303	)		(253,618,988	)		(1,539,275	)		-		(1,554,740	)		(35,896,935	)					(70,231,812	)

(1) As restated in the 2024 Form 10-K

	(1)	As restated in the 2024 Form 10-K
	(2)	As restated in the Form 10-Q for the quarter ended March 31, 2025

~~(2) As~~14 ~~restated~~Table inof ~~the Form 10-Q for the quarter ended March 31, 2025~~Contents

14 Table of Content

Statement of Cash flows for the nine months ended September 30, 2024	As Reported			Adjustment			As Restated			Reference
Cash Flows from Operating activities:
Net loss	$	(21,909,637	)	$	(5,136,118	)	$	(27,045,755	)
Depreciation expense		1,653,642			(14,643	)		1,638,999			13
Amortization of mining rights		925,473			1,476			926,949			13
Accretion expense		744,877			8			744,885			*
Amortization of right-to-use assets		525,592			(525,592	)		-			*
Amortization of finance right-to-use assets - related party		-			252,594			252,594			*
Amortization of issuance costs and debt discount		83,225			-			83,225			*
Investment in other entities - Related Parties, net		396,204			(1,490	)		394,714			*
Allowance for losses on note receivable		-			99,022			99,022			*
Gain on sale of equipment		(400,000	)		-			(400,000	)		*
Noncash stock based compensation expense		2,511,894			336,321			2,848,215			11
Issuance of common shares for services		143,575			-			143,575			*
Unrealized gain on short-term investments		4,973			-			4,973			*

Receivables		-			(85,991	)		(85,991	)		*
Interest receivable		(85,991	)		85,991			-			*
Inventories		(1,975,812	)		1,145,814			(829,998	)		4
Prepaid expenses and other current assets		1,650			9,818			11,468			*
Accounts payable		(1,609,584	)		4,475,549			2,865,965			7
Accrued interest		46,710			(53,554	)		(6,844	)		*
Accrued expenses		-			(183,568	)		(183,568	)		*
Accounts payable related party		2,318,696			(1,787,562	)		531,134			7
Due from related party		-			-			-			*
Accrued interest on finance lease liability - related party		-			89,999			89,999			*
Operating lease assets and liabilities, net		5,375			(1,475	)		3,900			*
Operating lease assets and liabilities, net - related party		428,761			183,744			612,505			7
Deferred finance lease payments		-			(249,835	)		(249,835	)
Other Liabilities		47,055			(47,055	)		-			*
Cash used in operating activities		(16,143,322	)		(1,406,547	)		(17,549,869	)

Cash Flows from Investing activities:
Purchase of property and equipment, net of capitalized interest income and (expense)		166,229			2,081,135			2,247,364			6
Restricted investments purchased		-			(149,732,440	)		(149,732,440	)		3
Restricted investments sold		-			(6,673	)		(6,673	)		*
Proceeds from sale of equipment		400,000			-			400,000			*
Proceeds from short-term investments, net		1,191,608			-			1,191,608			*
Cash (used in) provided by investing activities		1,757,837			(147,657,978	)		(145,900,141	)

Cash Flows from Financing activities:
Proceeds from warrant conversions		32,339			(32,339	)		-			*
Proceeds from convertible promissory note - related party		894,172			-			894,172			*
Proceeds from long term debt		-			-			-			*
Proceeds from tax exempt bonds, net		149,719,203			5			149,719,208			*
Proceeds from the exercise of stock options and warrants		156,900			32,336			189,236			*
Proceeds received from other financing obligations		95,592			(95,592	)		-			*
Repayments of other financing obligation		(5,561,918	)		(175,381	)		(5,737,299	)		10
Cash provided by financing activities		145,336,288			(270,971	)		145,065,317

Statement of Cash flows for the six months ended June, 2024	As Reported			Adjustment			As Restated			Reference
Cash Flows from Operating activities:
Net loss	$	(13,545,365	)	$	(4,518,083	)	$	(18,063,448	)
Depreciation expense		1,069,559			526			1,070,085		*
Amortization of mining rights		623,370			(4,391	)		618,979		*
Accretion expense		496,581			312			496,893		*
Amortization of right-to-use assets		27,126			(27,126	)		-		*
Amortization of right-to-use assets - related party		-			126,295			126,295		*
Amortization of issuance costs and debt discount		54,315			(1	)		54,314		*
Investment in other entities - Related Parties, net		231,360			(65,426	)		165,934		*
Gain on sale of equipment		(400,000	)		-			(400,000	)	*
Noncash stock based compensation expense		1,763,253			179,695			1,942,948		14
Issuance of common shares for services		143,575			-			143,575		*
Unrealized gain on short-term investments		-			4,973			4,973		*
Receivables		-			(64,240	)		(64,240	)	*
Inventories		(1,975,812	)		1,145,814			(829,998	)	5
Prepaid expenses and other current assets		1,651			(12,902	)		(11,251	)	*
Accounts payable		(1,852,196	)		1,534,996			(317,200	)	10
Accrued interest		27,781			(34,625	)		(6,844	)	*
Accrued expenses		-			(136,723	)		(136,723	)	11
Accounts payable related party		142,471			1,522,080			1,664,551		10
Due from related party		-			-			-		*
Operating lease assets and liabilities, net		(25,217	)		(1,237	)		1,819		*
Operating lease assets and liabilities, net - related party		-			387,592			488,926		8
Deferred finance lease payments		-			(249,835	)		(249,835	)	*
Other Liabilities		-			-			-		*
Cash used in operating activities		(13,217,548	)		(82,699	)		(13,300,248	)
Cash Flows from Investing activities:
Purchase of property and equipment, net of capitalized interest income and (expense)		(648,796	)		899,522			250,726		5
Restricted investments purchased		-			(150,014,712	)		(150,014,712	)	3
Proceeds from sale of equipment		400,000			-			400,000		5
Proceeds from short-term investments, net		-			1,092,090			1,092,090			3
Cash used in investing activities		(248,796	)		(148,023,100	)		(148,271,896	)
Cash Flows from Financing activities:
Proceeds from convertible promissory note - related party		-			459,646			459,646		12
Proceeds from tax exempt bonds, net		149,719,203			5			149,719,208		*
Proceeds from the exercise of stock options and warrants		189,239			(3	)		189,236		*
Repayments of other financing obligation		(3,569,482	)		(95,229	)		(3,664,711	)	*
Cash provided by financing activities		146,338,960			364,419			146,703,379

Table of Contents

15 Table of Content

Use of Estimates:

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. Management bases its assumptions on historical experiences and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. In addition, management considers the basis and methodology used in developing and selecting these estimates, the trends in and amounts of these estimates, specific matters affecting the amount of and changes in these estimates, and any other matters related to these estimates, including significant issues concerning accounting principles and financial statement presentation. Such estimates and assumptions could change in the future as more information becomes known which could impact the amounts reported and disclosed herein. Significant estimates include, carrying amounts of long-lived assets, valuation assumptions for share-based payments, evaluation of debt modification accounting, effective borrowing rate determinations, analysis of fair value transferred upon debt extinguishment, legal claims and contingencies, valuation and calculation of measurements of income tax assets and liabilities.

Cash, Cash Equivalents and Restricted cash: Cash and cash equivalents include bank demand deposits and money market funds that invest primarily in U.S. government securities ~~and other investment securities with a remaining maturity of greater than three months when purchased~~.

Restricted cash and cash equivalents are held in trusts related to the Tax-Exempt Bonds and are restricted to withdrawal as required by the agreement entered into by the Company.

The following table sets forth the total of cash, cash equivalents, and restricted cash reported in the consolidated balance sheets.

	June 30,		December 31,
	September 30,		December 31,
	2025		2024
Cash and cash equivalents	$	2,~~279~~081,~~531~~780	$	604,485
Restricted Cash		14,~~624~~618,~~879~~695		3,508,338
Total cash and restricted cash presented in the consolidated statement of cash flows	$	36,~~904~~700,~~410~~475	$	4,~~112~~113,~~823~~329

Restricted Investments: Consist of U.S. government securities, corporate fixed income, and U.S. government securities that are held in trusts related to the Tax-Exempt Bonds and are restricted as to withdrawal as required by the agreement entered into by the Company. All investments are classified as trading securities as of ~~June~~September 30, 2025, and December 31, 2024. Trading securities are recorded initially at cost and are adjusted to fair value at each reporting period with unrealized gains and losses recorded in the current period earnings or loss, except for those amounts that are directly attributable to project funding activities, which are capitalized to construction in progress as part of the cost of the related asset.

Related Party Policies: In accordance with FASB ASC 850 related parties are defined as either an executive, director or nominee, greater than 10% beneficial owner, and or immediate family member and affiliated businesses of any of the proceedings.

Property and Equipment: Property and Equipment are recorded at cost. For equipment, depreciation is calculated using the straight-line method over the estimated useful lives of the assets, generally ranging from five to twenty years.

Construction in progress is related to the construction or development of leasehold improvements and equipment that have not yet been placed in service for our intended use. Construction in progress represents capital expenditures for direct costs of construction or acquisition and design fees incurred, and a proportional amount of bond interest income and expense for amounts capitalized directly related to the construction. Capitalization of these costs ceases and the construction in progress is transferred to the appropriate category of property, plant and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. Construction in progress is not depreciated.

Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amount to the future net undiscounted cash flows expected to be generated by the related assets. If these assets are determined to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair market value of the assets.

There was no impairment loss recognized during the periods ending ~~June~~September 30, 2025 and 2024. Costs related to maintenance and repairs which do not prolong the asset’s useful life are expensed as incurred.

16 Table of ~~Content~~Contents

Mine Development: Costs of developing new coal mines, including asset retirement obligation assets, are capitalized and amortized using the units-of-production method over estimated coal deposits or proven reserves. Costs incurred for the development and expansion of existing reserves are expensed as incurred.

Coal Production and Holdings Costs: Coal production and holdings costs for coal mined and processed include direct labor, materials and utilities. Activities related to metal recovery are inherent in both direct coal labor and overhead labor and do not require additional variable costs.

Asset Retirement Obligations (ARO) – Reclamation: At the time they are incurred, legal obligations associated with the retirement of long-lived assets are reflected at their estimated fair value, with a corresponding charge to mine development. Obligations are typically incurred when we commence development of underground and surface mines, and include reclamation of support facilities, refuse areas and slurry ponds or through acquisitions.

Obligations are reflected at the present value of their future cash flows. We reflect accretion of the obligations for the period from the date they incurred through the date they are extinguished. The asset retirement obligation assets are amortized based on expected reclamation outflows over estimated recoverable coal deposit lives. We are using discount rates ranging from 6.16% to 7.22%, risk free rates ranging from 1.76% to 2.92% and inflation rate of 2%. Revisions to estimates are a result of changes in the expected spending estimate or the timing of the spending estimate associated with planned reclamation. Federal and State laws require that mines be reclaimed in accordance with specific standards and approved reclamation plans, as outlined in mining permits. Activities include reclamation of pit and support acreage at surface mines, sealing portals at underground mines, and reclamation of refuse areas and slurry ponds.

We assess our ARO at events warrant to reflect revisions for permit changes, changes in our estimated reclamation costs and changes in the estimated timing of such costs. Management is currently in the process of assessing the ARO for the fiscal year and will include revisions if any upon completion of the assessment.

The table below reflects the changes to our ARO for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024:

	June 30, 2025		June 30,2024
	September 30, 2025		September 30,2024
Beginning Balance	$	22,279,905	$	21,288,800
Accretion		~~502~~743,~~720~~631		~~496~~744,~~893~~885
Ending Balance	$	2223,~~782~~023,~~625~~536	$	2122,~~785~~033,~~693~~685

Accretion expense amounted to $~~254~~247,~~429~~877 and $~~248~~247,~~311~~992 for the three months ending ~~June~~September 30, 2025 and 2024, respectively. Accretion expense amounted to $~~502~~743,~~720~~631 and $~~496~~744,~~893~~885 for the ~~six~~nine months ending ~~June~~September 30, 2025 and 2024, respectively.

Revenue Recognition: Revenue is recognized when performance obligations under the terms of a contract with our customers are satisfied; for all contracts this occurs when control of the promised goods have been transferred to our customers. For coal shipments to domestic and international customers via rail, control is transferred when the railcar is loaded. Our revenue is comprised of sales of mined coal, sales of recovered metals and service fees for processing coal.

All the activity is undertaken in eastern Kentucky, Western West Virginia, and Southern Indiana. Revenue from metal recovery and sales are recognized when conditions within the contract or sales agreement are met including transfer of title. Revenue from coal processing and loading are recognized when services have been performed according to the contract in place. Our coal sales generally include 10 to 30-day payment terms following the transfer of control of the goods to the customer. We typically do not include extended payment terms in our contracts with customers. Our contracts with customers typically provide for minimum specifications or qualities of the coal we deliver. Variances from these specifications or quantities are settled by means of price adjustments. Generally, these price adjustments are settled within 30 days of delivery and are insignificant.

17 Table of ~~Content~~Contents

Income Taxes: We file a consolidated federal income tax return with our subsidiaries. The provision for income taxes is computed by applying statutory rates to income before taxes.

Income Taxes include U.S. federal and state income taxes currently payable and deferred income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period of enactment. Deferred income tax expense represents the change during the year in the deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized.

Management believes that the Company'’s income tax filing positions will be sustained on audit or any potential audit adjustments would be offset by the utilization of the Company’s unrecognized net operating loss carryforwards. Therefore, no reserve for uncertain income tax positions has been recorded. The Company'’s policy for recording interest and penalties, if any, associated with income tax examinations will be to record such items as a component of income taxes.

Fair Value: The Company follows the provisions of Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”), which defines fair value, establishes a framework for measuring fair value in GAAP and requires certain disclosures about fair value measurements. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.

Note 3 presents the Company’s financial assets or liabilities measured at fair value as of ~~June~~September 30, 2025 and December 31, 2024. The carrying amounts of the Company’s cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate their fair value at ~~June~~September 30, 2025 and December 31, 2024 due to their short-term nature.

Leases: The Company reviews all arrangements for potential leases, and at inception, determines whether a lease is an operating or finance lease. Lease assets and liabilities, which generally represent the present value of future minimum lease payments over the term of the lease, are recognized as of the commencement date. Leases with an initial lease term of twelve months or less are classified as short-term leases and are not recognized in the balance sheets unless the lease contains a purchase option that is reasonably certain to be exercised.

Lease terms, discount rate, variable lease costs and future minimum lease payment determinations require the use of judgment and are based on the facts and circumstances related to the specific lease. Lease terms are generally based on their initial non-cancelable terms, unless there is a renewal option that is reasonably certain to be exercised. Various factors, including economic incentives, intent, past history and business needs are considered to determine if a renewal option is reasonably certain to be exercised. The implicit rate in a lease agreement is used when it can be determined to value the lease obligation. Otherwise, the Company’s incremental borrowing rate, which is based on information available as of the lease commencement date, including applicable lease terms and the current economic environment, is used to determine the value of the lease obligation.

Allowance For Doubtful Accounts: The Company recognizes an allowance for losses on trade and other accounts receivable in an amount equal to the estimated probable losses net of recoveries. The current expected credit loss model requires the recognition of lifetime expected credit losses at each reporting date, considering past events, current conditions, and reasonable forecasts. In assessing the credit quality of our portfolio, management utilizes a provision matrix that classifies trade receivables by customer type and age of receivable. Government and education sector receivables carry a low risk, while a higher risk is attributed to the remaining receivables as their aging progresses. For receivables with questionable collectability, a specific reserve is assigned. The estimated credit losses are a reflection of these factors, with the matrix applying percentages to the receivables based on their risk profile, adjusted for current and expected future conditions.

The allowance for notes receivable was $~~379,022~~0 and $99,022 as of ~~June~~September 30, 2025 and December 31, 2024, respectively. AtThe ~~June 30, 2025, two notes are fully reserved, and at December 31, 2024, one~~ note ~~totaling~~receivables ~~$99,022~~have ~~was~~collateral ~~fully~~in ~~reserved. The notes are secured by~~ certain mining permits which are strategic to our subsidiary, Knott County Coal (KCC). ~~Due~~The totiming ~~uncertainty~~of ~~regarding~~payment on the ~~timing~~note ofis ~~payment,~~uncertain resulting in a full allowance ~~has been recorded~~ for the ~~applicable notes~~note.

18 Table of ~~Content~~Contents

Inventory: Inventory consists of mined coal and is stated at the lower of cost (first in, first out method) or net realizable value.

Stock-based Compensation: Stock-based compensation to employees is accounted for under ASC 718, Compensation-Stock Compensation. Stock-based compensation expense related to stock awards granted to an employee is recognized based on the grant-date estimated fair values of the awards using the Black Scholes option pricing model (“Black Scholes”). The value is recognized as expense ratably over the requisite service period, which is generally the vesting term of the award. We adjust the expense for actual forfeitures as they occur. Stock-based compensation expense is classified in the accompanying consolidated statements of operations based on the function to which the related services are provided.

Black-Scholes requires a number of assumptions, of which the most significant are expected volatility, expected option term (the time from the grant date until the options are exercised or expire) and risk-free rate. Expected volatility is determined using the historical volatility for the Company. The risk-free interest rate is based on the yield of US treasury government bonds with a remaining term equal to the expected life of the option. Expected dividend yield is zero because we have never paid cash dividends on common shares, and we do not expect to pay any cash dividends in the foreseeable future.

Earnings Per Share: The Company’s basic earnings per share (EPS) amounts have been computed based on the average number of shares of common stock outstanding for the period and include the effect of any participating securities as appropriate. Diluted EPS includes the effect of the Company’s outstanding stock options, restricted stock awards, restricted stock units and performance-based stock awards if the inclusion of these items is dilutive.

Segment Information: The Company’s operations include corporate and three operating segments. The Company’s Chief Executive Officer, as its chief operating decision maker (“CODM”), manages and allocates resources to the operations of the Company on a consolidated basis. The CODM assesses performance and allocates resources based on the Company’s consolidated statements of operations and key components and processes of the Company’s operations are managed centrally. Segment asset information is not used by the CODM to allocate resources. This enables our Chief Executive Officer to assess our overall level of available resources and determine how best to deploy these resources across projects to monitor and evaluate overall company performance, allocating resources, and establishing management compensation in line with our long-term company-wide strategic goals.

New Accounting Pronouncements: Management has determined that the impact of the following recent FASB pronouncements will not have a material impact on the financial statements.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses. The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation, amortization and depletion expenses for each caption on the statement of operations where such expenses are included. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. The Company is currently evaluating the provisions of this guidance and assessing the potential impact on the Company’s financial statement disclosures.

In November 2023, the Financial Accounting Standards Board ("“FASB"”) issued Accounting Standards Update ("“ASU"”) No. 2023-07 - Segment Reporting (ASC 280): Improvements to Reportable Segment Disclosures, which enables investors to better understand an entity'’s overall performance and assess potential future cash flows through improved reportable segment disclosure requirements. The amendments enhance disclosures about significant segment expenses, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. ASU 2023-07 is effective for annual periods beginning after December 15, 2023. The Company adopted ASU No. 2023-07 on December 31, 2024. The adoption of the standard did not result in any significant disclosure changes in the Notes to the Consolidated Financial Statements.

No other new accounting pronouncements recently adopted or issued had or are expected to have a material impact on the consolidated financial statements.

NOTE 2 - PROPERTY AND EQUIPMENT

As of ~~June~~September 30, 2025 and December 31, 2024, property and equipment were comprised of the following:

	June 30,			December 31,
	September 30,			December 31,
	2025			2024
Surface	$	2,583,400		$	2,583,400
Underground		8,625,574			8,625,574
Processing/Loadout		12,114,676			12,081,045
Coal Refuse Storage		12,134,192			12,134,192
Building		54,202			54,202
Land		1,617,435			1,617,435
Acquired Mining Rights		484,907			484,907
Rare Earth Processing		~~399~~446,~~247~~328			304,962
Construction in Progress		4,885,687			5,317,449
Leasehold improvements		5,394			-
		42,899,320			43,203,166
Resin		2,800			-
Less accumulated depreciation and amortization		(27,394,580	)		(25,764,623	)
General		67,560			-
Property and equipment, net	$	15,504,740		$	17,438,543
Lab Equipment		709,536
Construction in Progress		4,092,135			5,317,450
		42,938,138			43,203,167
Less accumulated depreciation and amortization		(27,364,032	)		(24,906,690	)
Property and equipment, net		15,574,106			18,296,477

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Depreciation expense amounted to $~~509~~516,~~789~~373 and $~~519~~568,~~445~~914 for three months ended ~~June~~September 30, 2025 and ~~June~~September 30, 2024, respectively. Depreciation expense amounted to $1,~~022~~541,~~121~~860 and $1,~~070~~638,~~085~~999 for ~~six~~nine months ended ~~June~~September 30, 2025 and ~~June~~September 30, 2024, respectively. Amortization of mining rights amounted to $303,~~918~~917 and $~~311~~307,~~685~~970 for three months ending ~~June~~September 30, 2025 and 2024, respectively. Amortization of mining rights amounted to $~~607~~911,~~836~~753 and ~~$618~~926,~~979~~949 for ~~six~~nine months ending ~~June~~September 30, 2025 and 2024, respectively.

The estimated useful lives are as follows:

Surface equipment			7 years
Underground Equipment			5 years
Processing and rail facilities			7-20 years
Acquired mining rights			10 years
Building			15 years
Acquired mining rights			5-10 years
Rare earth processing equipment			3-5 years

NOTE 3 – INVESTMENTS IN TRADING SECURITIES

Investments (all level 1 fair value measurements) in trading securities consist of U.S. government and agency securities and fixed income funds that are by the Company or held in trusts related to the Company’s tax-exempt bonds. These investments held by a trust related to the Company’s tax-exempt bonds are classified as restricted investments on the accompanying balance sheets. All other securities are classified as short-term investments on the accompanying balance sheet. The short-term investment securities are classified as trading securities and, accordingly, the unrealized gains and losses are recorded in current period earnings or loss.

The Company’s investments in securities consisting of fixed income funds are as follows:

			Gross Unrealized					Allowance for		Fair
	Cost Basis		Gains		Losses			Credit Losses		Value
June 30, 2025	$	152,436,435	$	1,514,742	$	-		$	-	$	153,951,176
September 30, 2025	$	149,519,045	$	3,155,418	$	-		$	-	$	152,674,463
December 31, 2024	$	~~246~~151,~~600~~100,796	$	5,243,~~637~~131	$	(3,031	)	$	-	$	~~151~~156,~~841~~340,~~402~~896

The fair value of investments held as of September 30, 2025 consist of approximately $347,000 in U.S. Treasuries, and $4,500,000 in a bank certificate of deposit. The fair value of investments held as of December 31, 2024 consist of approximately $151,253,000 in U.S. Treasuries, $4,500,000 in a bank certificate of deposit and $587,000 in fixed income funds. There were no investments with unrealized losses that have been owned for more than or less than a year. There were no investments with unrealized losses that have been owned for more than or less than a year.

AsThe ~~of June 30, 2025, the~~ debt securities outstanding ~~have~~as ~~maturity~~of ~~dates~~September ~~ranging~~30, ~~from~~2025 ~~September~~have ~~2025~~a tomaturity date of May ~~2028~~31, 2038.

20 Table of ~~Content~~Contents

NOTE 4 – RIGHT OF USE ASSETS AND LEASES

The Company determines if an arrangement is a lease at inception. Operating leases are included in right-of-use assets (“ROU”), operating lease liabilities, and operating lease liabilities, non-current. Finance leases are included in right-of-use assets, finance lease liabilities, and finance lease liabilities, non-current. Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As substantially all of the leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at lease commencement date in determining the present value of future payments. Incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The ROU assets also include any prepaid lease payments made and initial direct costs incurred and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease, which is recognized when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet.

Operating leases:

ARC’s principal offices are located at 12115 Visionary Way, Fishers, Indiana 46038. We pay $8,954 per month in rent for the office space and the lease expires in June 2034. The rent is subject to escalation payments on an annual basis.

ReElement leases office space at 1716 E Pleasant Street, Noblesville, Indiana 46060 with a current monthly rent payment of $5,224. The lease agreement expires in November 2028 and is subject to escalation payments on an annual basis.

Operating leases – related party:

KCC, a subsidiary of AIC, rents office space from LRR at 11000 Highway 7 South, Kite, Kentucky 41828 with monthly rent of $1,702 and a lease expiration of December 31, 2029.

Electrified Materials Corporation leases office space at 1845 Highway 15 South, Hazard, Kentucky 41701 from LRR with a current monthly rent payment of $263. The lease agreement expires in December 2028.

Electrified Materials Corporation leases outdoor storage space from LRR in Noblesville, Indiana at a monthly rent rate of $20,000. The lease expires in December 2028.

Electrified Materials Corporation leases commercial production, office and outdoor storage space at 3 from LRR at 611 South Adams Street, Marion, Indiana at a current monthly rate of $20,559. The lease expires in December 2028 and is subject to escalating payments on an annual basis.

Finance lease – related party

ReElement leases approximately 316,000 square feet of commercial space from LRR, a related party, for its processing facility at 3301 South Adams Street, Marion, Indiana. The current monthly rent payment is $115,773. The lease expires in May of 2063 and is subject to escalation payments on an annual basis.

The Company has not made any payments on the related party finance or operating leases as of ~~June~~September 30, 2025, and the unpaid balance, of $1.49 million, has been added back into the current portion of operating and finance lease liabilities.

The components of lease expense included on the Company’s statements of operations, inclusive of the related party component were as follows:

21 Table of ~~Content~~Contents

The components of lease expense included on the Company’s statements of operations, inclusive of the related party component were as follows:

For the Three Months Ended

For the ~~Six~~Nine Months Ended

June 30,

September 30,

Expense Classification

2025

2024

2025

2024

Operating lease expense:

Amortization of ROU asset

General and administrative

6364,~~061~~418

70112,~~108~~098

~~122~~186,~~073~~491

92204,~~472~~570

Accretion of operating lease liability

General and administrative

56,~~917~~577

4647,~~710~~146

~~222~~279,~~622~~199

93140,~~202~~448

Total operating lease expense

~~119~~120,~~978~~995

~~116~~159,~~818~~244

~~344~~465,~~695~~690

~~185~~345,~~673~~018

Finance lease expense:

Amortization of ROU asset

General and administrative

126,296

~~252~~378,~~592~~888

~~126~~252,~~296~~592

Interest on lease liabilities

Interest expense

~~452~~453,~~346~~340

~~443~~445,~~241~~222

~~904~~1,~~693~~357,059

~~443~~888,~~241~~463

Total finance lease expense

~~578~~579,~~642~~636

~~569~~571,~~537~~518

1,~~157~~735,~~285~~947

~~569~~1,~~537~~141,056

Other information related to leases is as follows:

	As of June 30,			As of December 31,
	As ofSeptember 30,			As ofDecember 31,
Operating leases:	2025			2024
Weighted-average remaining lease term:
Operating leases (in years)		4.2300			4.61
Weighted-average discount rate:
Operating leases		9.7678	%		10	%
Finance lease:
Finance lease (in years)		37.965			38.39
Weighted-average discount rate:
Finance lease		109	%		9	%

22 Table of ~~Content~~Contents

The future minimum lease payments required under leases as of ~~June~~September 30, 2025 were as follows:

	Operating			Finance
Fiscal Year	Leases			Leases			Total
2025	$	~~523~~1,~~481~~045,841		$	~~723~~1,~~366~~446,731		$	12,~~246~~492,~~847~~572
2026		693,104			1,482,300			2,175,404
2027		704,330			1,518,757			2,223,087
2028		709,921			1,556,126			2,266,047
2029		140,766			1,594,429			1,735,195
Thereafter		244,569			82,289,140			82,533,709
Discounted cash flows		3,~~016~~538,~~171~~532			89,~~164~~887,~~118~~483			9293,~~180~~426,~~289~~015
Less imputed interest		(~~613~~487,~~348~~793	)		(6968,~~830~~473,~~090~~051	)		(7068,~~443~~960,~~438~~844	)
Present value of lease liabilities	$	23,~~402~~050,~~823~~739			1921,~~334~~414,~~028~~432		$	2124,~~736~~465,~~851~~171

NOTE 5 - RELATED PARTY TRANSACTIONS

Effective January 1, 2022, the Company amended a Contract Services Agreement with Land Betterment Corp, an entity controlled by certain members of the Company’s management who are also directors and shareholders. The amended contract terms state that service costs are passed through to the Company with a 12.5% mark-up and a 50% share of cost savings. The agreement covers services across all of the Company’s properties. For the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, the amounts incurred under the agreement amounted to $764,542 and $4,216,528, respectively. The amount paid for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 amounted to $893,995 and $4,966,536, respectively. As of ~~June~~September 30, 2025 and December 31, 2024, the amount due under the agreement amounted to $1,554,159 and $1,683,612, respectively. These project management services were all payable as of ~~June~~September 30, 2025 and 2024.

The Company is the holder of 2,000,000 LBX Tokens with a par value of $250 for each token. The token issuance process is undertaken by a related party, Land Betterment, and is predicated on proactive environmental stewardship and regulatory bond releases. As of ~~June~~September 30, 2025 and December 31, 2024, there is no market for the LBX Token and therefore no value has been assigned.

On June 11, 2020 the Company purchased $1,494,570 of secured debt including accrued interest that had been owed to Samuel Coal Holding Corp., by its operating subsidiary, Samuel Coal Corp. As a result of the transaction, the Company became the creditor on the four notes. The notes are in default and have been fully impaired due to collectability uncertainty as of December 31, 2022.

On October 24, 2016, the Company sold certain mineral and land interests to a subsidiary of an entity, Land Resources & Royalties, LLC (“LRR”), owned by members of the Company’s management. LRR leases various parcels of land to AIC and engages in other activities creating miscellaneous income. The consideration for the transaction was a note in the amount of $178,683. The note bears no interest and is due in 2026. As of ~~June~~September 30, 2025 and December 31, 2024, amounts owed to LRR totaled $0 and $0, respectively.

The Company was the sponsor of American Opportunity Ventures LLC (“AMAO”) a blank check company organized on January 20, 2021 and effectuated its business combination with Royalty Management Corporation (“RMCO”) on October 23, 2023 and at that point changed its name to Royalty Management Holding Corporation. The Company provided AMAO with money as needed for working capital needs. The advances from the Company are non-interest bearing and payable upon demand by the Company. No cash advances were made as of ~~June~~September 30, 2025 and December 31, 2024. As of ~~June~~September 30, 2025 and December 31, 2024, the Company had a balance of $741,243 due from RMCO.

On January 13, 2023, ReElement Technologies Corporation (“RLMT”), a subsidiary of the Company, entered into a Line of Credit Agreement with LRR in the amount of $1,100,000 (the “Line of Credit”). Refer to Note 8 for further information on the convertible promissory notes.

As further described in Note 4, RLMT is the lessee under a 30 year lease agreement with LRR and Electrified Materials Corporation is the lessee under three commercial leases with LRR.

On January 22, 2025 and March 4, 2025 the Company entered into an agreement to settle outstanding accounts payable to Land Betterment Corp. of $332,500 and $1,063,040, respectively through the issuance of equity. As a result, the liability was extinguished and reclassified to additional paid-in capital. The transaction was accounted for as a non-cash financing activity and is reflected as such in the statement of cash flows for the ~~six~~nine months ended ~~June~~September 30, 2025.

On February 28, 2025, the Company entered into an agreement to settle outstanding accounts payable to LRR of $84,807 through the issuance of equity. As a result, the liability was extinguished and reclassified to additional paid-in capital. The transaction was accounted for as a non-cash financing activity and is reflected as such in the statement of cash flows for the ~~six~~nine months ended ~~June~~September 30, 2025.

23 Table of ~~Content~~Contents

NOTE 6 - INVESTMENTS IN OTHER ENTITIES - RELATED PARTIES

The Company accounts for its investments and membership interest in other entities under the equity method of accounting if the Company has the ability to exercise significant influence, but not control, over the entity. Equity method investments are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the investments may not be recoverable.

Royalty Management Co.

During January 2021, the company invested $2,250,000 for 50% ownership and became the managing member of American Opportunity Venture, LLC. (AOV) It has been determined that AOV is a variable interest entity and that the Company is the primary beneficiary, therefore AOV has been consolidated into the Company’s financial statement. As such, AOV’s sole investment in Royalty Management Co (RMCO) will be accounted for using the equity method of accounting. The sole investment was initially in American Acquisition Opportunity Inc (AMAO) a SPAC that closed its reverse merger with RMCO effective October 31, 2023. The Company recognizes the earnings or losses on a three-month lag to ensure consistency and timely filling of the Company’s financial statements. As of ~~June~~September 30, 2025 and December 31, 2024 the Company held 3,076,500 shares of Class A common stock in RMCO.

Novusterra, Inc.

On March 31, 2021, the Company entered into a Graphene Development Agreement with Novusterra, Inc (Novusterra), a related party, that provided a nonexclusive sublicense for fifty percent (50%) of the operating profits from Novustera’s Graphene manufacturing and marketing business activity. As part of the agreement, Novusterra’s Chairman of the Board of Directors at the time was replaced by the Company’s Mark Jensen, Chief Executive Officer and Chairman of the Board of Directors.

On August 30, 2022, we entered into a purchase agreement to sell the exclusive rights of the patent patents included in the Graphene Development Agreement for 4,000,000 common shares of Novusterra with a fair market value of $1,784,000 in stock of Novusterra. As part of the sale of the exclusive rights to the patents, Andrew Weeraratne resigned as director and CEO of Novusterra and Gregory Jensen, the Company’s general counsel, joined Novusterra as CEO and Director and Mark Jensen resigned as Chairman of the Board of Directors. Pursuant to the purchase agreement, Novusterra is no longer obligated to pay the Company fifty percent (50%) of the operating profits from their Graphene manufacturing and marketing business. However, Novusterra is still obligated to pay the Company ten percent (10%) of all revenue from the exclusive sublicense with Kenai Defense Company, LLC and for the Department of Defense under the contract that was transferred from the Company to Novusterra. Any subsequent contracts entered into by Novusterra with Kenai Defense Company, LLC and for the Department of Defense will have no future revenue allocations to the Company.

It has been determined that Novusterra is a variable interest entity and that the Company is not the primary beneficiary. As such, the investment in Novusterra has been accounted for using the equity method of accounting.

Effective March 6, 2024, the Company issued a special dividend to all stockholders on record of 91% of the Company’s ownership in Novusterra, Inc. resulting in the Company to receive 9% of future cash flows and holding 1,417,500 common shares of Novusterra, Inc. Due to the Company’s new ownership percentage in Novusterra, Inc. the investment is accounted for using the cost method of accounting.

As of ~~June~~September 30, 2025 and December 31, 2024, the carrying value of the investment was $0.

FUB Mineral LLC

On October 1, 2021, the Company contributed $250,000 for 23% ownership of FUB Mineral LLC (FUB). Simultaneously the Company issued a promissory note to FUB for $350,000 that was fully repaid as of April 15, 2022. On February 2, 2022, the Company issued a new promissory note for $535,000 to FUB with an interest rate of 10% and maturity date of February 1, 2023, which has been extended by the Company through the end of August 2024. As of ~~June~~September 30, 2025 and December 31, 2024, the Company had a note receivable balance of $0.

Advanced Magnet Lab, Inc

On December 21, 2022 the Company issued a convertible promissory note to Advanced Magnet, Inc. (“AML”) for $280,000 with a 10% interest rate that compounds monthly. The Company’s Chief Executive Officer is the director of AML. The convertible promissory note may be prepaid at any time. The Company has the option to convert the principal amounts of the convertible promissory note at a share price of $1.50 per share. The Company has not recorded any interest income related to this note due to the income deemed not probable and has held the investment at cost, which the Company expects to receive common stock upon conversion for the value of the principal balance. As of ~~June~~September 30, 2025 and December 31, 2024, the Company had a note receivable balance, net of allowance of $0 and $280,000, respectively.

24 Table of ~~Content~~Contents

NOTE 7 – DEBT

Current portion of long-term debt

On September 25, 2017, the Company entered into an equipment purchase agreement, which carries 0% interest with an unaffiliated entity (“September 2017 Note”) to purchase certain underground mining equipment for $350,000. ~~The~~Monthly ~~agreement provided monthly~~ payments of $20,000 ~~until~~ ~~the~~were ~~balance~~required isuntil paid in full. The note matured on September 25, 2019 and is secured by the equipment ~~purchased with the note~~. As of ~~June~~September 30, 2025 and December 31, 2024, the note is in default. Aswith ofa ~~June 30, 2025 and December 31, 2024, the~~ principal balance ~~was~~of $181,736.

On June 3, 2022, the Company ~~entered~~issued ~~into~~ a $2,500,000 promissory note ~~agreement~~ (“June 2022 Note”) ~~with~~at ~~an unrelated party in the amount of $2,500,000. The note carried an interest rate of~~ 5% ~~and~~interest, ~~had~~maturing ~~a maturity date of~~ May 27, 2023. As of ~~June~~September 30, 2025 and December 31, 2024, the loan was in default. As of ~~June~~September 30, 2025 and December 31, 2024, the principal balance was $~~822~~1,~~856~~138,005 and $1,082,728 and the accrued interest balance was $315,149 and $~~181~~259,~~950~~872, respectively. For the three months ended ~~June~~September 30, 2025 and 2024, the interest expense was $2728,~~982~~688 and $25,~~330~~969 respectively. For the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, the interest expense was $5583,~~277~~965 and $5076,~~037~~006 respectively.

On April 7, 2023, the Company ~~entered~~issued ~~into~~ a $1,381,250 promissory note ~~agreement~~ (“April 2023 Note”) ~~with~~at ~~an unrelated party in the amount of $1,381,250. The note carried an interest rate of~~ 0% ~~and~~interest, ~~had~~maturing ~~a maturity date of~~ March 31, 2024. As of ~~June~~September 30, 2025 and December 31, 2024, the loan was in default. As of ~~June~~September 30, 2025 and December 31, 2024, the principal balance was $1498,~~072,~~736 and the accrued interest balance was $0. For the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, the interest expense was $0.

		June 30, 2025						December 31, 2024
		September 30, 2025						December 31, 2024
	Maturity Date	Total Outstanding*		Principal		Interest		Total Outstanding*		Principal		Interest
September 2017 Note	9/25/2019	$	181,736	$	181,736		-	$	181,736	$	181,736	$	-
June 2022 Note	5/27/2023		1,138,005		822,856		315,149		1,082,728		822,856		259,872
January 2018 Note	12/25/2020		-		-		-		-		-		-
April 2023 Note	3/31/2024		1,072,736		1,072,736		-		1,072,736		1,072,736		-
June 2022 Note	5/27/2023	$	1,138,005	$	822,856	$	315,149	$	1,082,728	$	822,856	$	259,872
		$	2,364,495	$	2,077,328	$	315,149	$	2,337,201	$	2,077,328	$	259,872
April 2022 Note	3/31/2023		-		-		-		-		-		-
April 2023 Note	3/31/2024	$	498,736	$	498,736		-	$	1,072,736	$	1,072,736	$	-
August 2025 Note	8/1/2027	$	485,845	$	482,643	$	3,203
September 2025 Note	9/1/2027	$	484,177	$	482,643	$	1,534
		$	2,788,500	$	2,468,614	$	319,886	$	2,337,201	$	2,077,328	$	259,872

* - Total Outstanding = Principal + Interest as of ~~June~~September 30, 2025 and December 31, 2024

25 Table of ~~Content~~Contents

Bonds payable, net

On May 31, 2023, the West Virginia Economic Development Authority (~~the~~ “Issuer”) issued $45 million ~~aggregate~~in ~~principal amount of~~ Solid Waste Disposal Facility Revenue Bonds, Series 2023 (~~the~~ “2023 Tax Exempt Bonds”) ~~pursuant~~under to an Indenture of Trust dated ~~as of~~ June 8, 2023 ~~between~~with ~~the Issuer and~~ UMB Bank N.A., ~~as trustee~~ (~~the~~ “Trustee”). The ~~Tax-Exempt~~bonds ~~Bonds~~ are payable solely from ~~payments to be made by the~~ Company payments under ~~the~~a Loan Agreement, as evidenced by a Note ~~from the Company~~ to the Trustee. ~~The~~Proceeds ~~Tax-Exempt~~financed ~~Bonds were issued to finance certain costs of the~~ acquisition, construction, ~~reconstruction,~~ and equipping of solid waste ~~disposal~~ facilities atin ~~the Company’s~~ Wyoming County, ~~West Virginia development~~WV, ~~and~~plus ~~for~~ capitalized interest and ~~certain costs related to~~ issuance ~~of the Tax-Exempt Bonds~~costs.

The ~~Tax-Exempt~~bonds ~~Bonds~~ bear ~~interest of~~ 9% interest and ~~have~~mature ~~a final maturity of~~ June 8, 2038.

~~The~~They ~~Tax Exempt Bonds~~ are subject to redemption (i) in whole or in part at any time on or after June 1, 2030 at the option of the Issuer, upon the Company’s direction at a redemption price of 103% between June 1, 2030, through May 31, 2031, 102% between June 1, 2031, through May 31, 2032, 101% between June 1, 2032, through May 31, 2033, 100% from June 1, 2033 and thereafter, plus interest accrued to the redemption date; and (ii) at par plus interest accrued to the redemption date from certain excess Tax Exempt Bonds proceeds as further described in the Indenture of Trust.redeemable:

~~The Company’s obligations under the Loan Agreement are~~ (i) ~~except~~at ~~as otherwise described below, secured by first priority liens on and security interests in substantially all of~~ the ~~Company~~Issuer’s ~~and~~option, ~~Subsidiary~~per ~~Guarantors’~~Company ~~real~~direction, ~~property~~starting ~~and~~June ~~other assets~~1, ~~subject~~2030—at to103% ~~certain~~through ~~customary~~May ~~exceptions~~31, ~~and~~2031; ~~permitted~~102% ~~liens,~~through ~~and~~May in31, ~~any~~2032; ~~event~~101% ~~excluding~~through ~~accounts~~May ~~receivable~~31, ~~and inventory~~2033; and ~~(ii)~~100% ~~jointly~~from ~~and~~June ~~severally~~1, ~~guaranteed~~2033 ~~by the Subsidiary Guarantors~~onward, ~~subject~~plus toaccrued ~~customary exceptions.~~interest;

~~The Loan Agreement contains certain affirmative covenants and representations, including but not limited to:~~ (~~i) maintenance of a rating on the Tax Exempt Bonds; (~~ii) ~~maintenance~~at ofpar ~~proper~~plus ~~books~~accrued ofinterest ~~records~~from ~~and~~excess ~~accounts;~~proceeds, ~~(iii)~~as ~~agreement~~detailed ~~to add additional guarantors to guarantee the obligations under the Loan Agreement~~ in certain circumstances; (iv) procurement of customary insurance; and (v) preservation of legal existence and certain rights, franchises, licenses and permits. The Loan Agreement also contains certain customary negative covenants, which, among other things, and subject to certain exceptions, include restrictions on (i) release of collateral securing the Company’s obligations under the Loan Agreement; (ii) mergers and consolidations and disposition of assets, and (iii) restrictions on actions that may jeopardize the tax-exempt status of the Tax-Exempt BondsIndenture.

~~The~~Company ~~Loan~~obligations ~~Agreement~~under contains customary events of default, subject to customary thresholds and exceptions, including, among other things: (i) nonpayment of principal, purchase price, interest and other fees (subject to certain cure periods); (ii) bankruptcy or insolvency proceedings relating to us; (iii) material inaccuracy of a representation or warranty at the ~~time~~Loan ~~made;~~Agreement ~~and (v) cross defaults to the Indenture of Trust, the guaranty related to the Tax Exempt Bonds or any related security documents.~~are:

As(i) ofsecured ~~June~~by ~~30,~~first ~~2025~~priority ~~and~~liens ~~December~~on ~~31,~~most ~~2024,~~real ~~the~~property ~~Company~~and ~~was~~assets ~~not~~(excluding inaccounts ~~compliance~~receivable ~~with~~and ~~certain~~inventory), ~~provisions~~subject ~~of the bond agreement. The failure~~ to ~~comply~~exceptions ~~with~~and ~~these~~permitted ~~provisions constituted an event of default under the terms of the bond agreement. Accordingly, the bonds have been classified as a current liability on the balance sheets.~~liens;

~~On March 28, 2024, the Company, closed a Bond Purchase Agreement~~ (~~“Purchase Agreement”~~ii) ~~with~~jointly ~~Hilltop Securities Inc. (the “Underwriter”), Knott County, Kentucky (the “Issuer”), a county~~ and ~~political~~severally ~~subdivision~~guaranteed ~~organized~~by ~~and~~Subsidiary ~~existing under the laws of the Commonwealth of Kentucky (the “Commonwealth”)~~Guarantors, ~~whereby~~subject ~~the Underwriter agrees~~ to ~~purchase~~exceptions.nThe ~~from~~Loan ~~the~~Agreement ~~Issuer,~~includes ~~and~~affirmative ~~the~~covenants: ~~Issuer~~maintaining ~~agrees~~bond ~~to sell and deliver to the Underwriter~~rating, ~~all~~proper ~~(but not less than all) of the Knott County~~records, ~~Kentucky~~adding ~~Industrial~~guarantors ~~Building~~when ~~Revenue Bonds (Solid Waste Project)~~required, ~~Series~~insurance ~~2024 (the “Bonds”)~~procurement, atand ~~the~~preserving ~~purchase~~legal ~~price~~existence ofand ~~$150,000,000 (which is equal to the aggregate principal amount of the Bonds)~~rights. ~~The~~Negative ~~Bonds~~covenants ~~have~~restrict ~~been~~collateral ~~authorized pursuant to the laws of the Commonwealth. The bonds were issued to develop ReElement’s Kentucky Lithium refining facility which is being designed with an initial capacity to produce 15~~release,~~000~~ metric ton per annum of battery-grade lithium carbonate and/or lithium hydroxide. The Bonds are being offered and sold only to a limited number of “Qualified Institutional Buyers” within the meaning of Rule 144A of the Securities Act of 1933mergers, asasset ~~amended (the “1933 Act”)~~dispositions, orand ~~“Accredited~~actions ~~Investors”~~risking ~~within~~tax-exempt ~~the meaning of Regulation D promulgated under the 1933 Act~~status.

~~The~~Events ~~Tax-Exempt~~of ~~Bonds~~default ~~bear~~include: ~~interest~~nonpayment ~~of 4%~~(with ~~and~~cure ~~have~~periods), abankruptcy, ~~final~~material ~~maturity~~misrepresentations, ~~of March~~and 28cross-defaults to the Indenture, ~~2044~~guaranty, or related documents.

26As ~~Table~~of September 30, 2025 and December 31, 2024, the Company was not in compliance with certain bond provisions, constituting an event of ~~Content~~default. The bonds are classified as current liabilities.

On March 28, 2024, the Company closed a Bond Purchase Agreement with Hilltop Securities Inc. (“Underwriter”) and Knott County, KY (“Issuer”) for $150 million in Industrial Building Revenue Bonds (Solid Waste Project), Series 2024 (“Bonds”). Proceeds will fund ReElement’s Kentucky Lithium refining facility, designed for 15,000 metric tons/year of battery-grade lithium carbonate and/or hydroxide. Bonds were sold to “Qualified Institutional Buyers” under Rule 144A or “Accredited Investors” under Regulation D of the 1933 Act.

These bonds bear 4% interest and mature March 28, 2044.

Table of Contents

The Company accounts for investment income and interest expenses related to the tax-exempt bonds that are restricted for payment of project costs by capitalizing the net amount each period related to qualifying expenditures to construction in progress per ASC 835-20-30-11.

The outstanding net balance on the bonds was $193,~~424~~453,~~329~~241 and $193,366,505 as of ~~June~~September 30, 2025 December 31, 2024 respectively.

	June 30,			December 31,
	September 30,			December 31,
	2025			2024
Tax Exempt Bonds ($45 million face value)	$	45,000,000		$	45,000,000
Tax Exempt Bonds ($150 million face value)		150,000,000			150,000,000
Debt issuance costs and debt discount		(1,~~575~~546,~~671~~759	)		(1,633,495	)
Bonds payable		193,~~424~~453,~~329~~241			193,366,505
Less: current portion		43,~~662~~712,~~174~~978			43,636,752
Bonds payable, net	$	149,~~762~~740,~~155~~263		$	149,729,753

Convertible Promissory Notes

From October 2024 through September 2025, ReElement issued forty-nine convertible promissory notes (“Notes B-SS”) to unaffiliated investors. These notes mature between October and September of 2027 and bear 12.0% annual interest, compounded annually. In the event of default, the outstanding principal and accrued interest bear 13.5% annual interest, compounded annually, until paid or cured. Unless converted, all principal and accrued interest are due on the Maturity Date. Notes B-SS are convertible into ReElement common stock at the holder’s election, based on a fully diluted valuation of $150,000,000.

As of September 30, 2025 and December 31, 2024, Notes B-SS had an outstanding principal balance of $6,954,956 and $500,250, respectively, and accrued interest of $172,780 and $17,678, respectively.

Table of Contents

The following tables reflects a summary of the outstanding principal and accrued interest by each lender and their respective maturity date as of September 30, 2025 and December 31, 2024:

			September 30, 2025						December 31, 2024
Loan Number		Maturity Date	Total Outstanding*		Principal		Interest		Total Outstanding*		Principal		Interest

RET001	Note A	2/16/2027	$	159,295	$	142,471		16,824	$	155,327	$	142,471	$	12,856
RET002	Note A	2/20/2027		22,474		20,122		2,352		21,914		20,122		1,792
RET003	Note A	3/5/2027		-		-		1,546		14,887		13,722		1,165
RET004	Note A	3/18/2027		22,008		19,850		2,158		21,460		19,850		1,610
RET005	Note A	4/15/2027		19,590		17,789		1,801		19,102		17,789		1,313
RET006	Note A	6/20/2027		-		-		19,867		258,384		245,133		13,251
RET007	Note A	8/1/2027		228,503		213,818		14,685		222,811		213,818		8,993
RET008	Note A	8/22/2027		234,531		220,708		13,823		228,689		220,708		7,981
RET009	Note A	10/11/2027		470,447		448,769		21,678		458,728		448,769		9,959
RET010	Note A	12/27/2027		275,675		268,513		7,161		268,808		268,513		294
RET010	Note B	10/29/2026		270,589		250,000		20,589		260,356		250,000		10,356
RET-011	Note C	11/21/2026		107,992		100,520		7,472		101,842		100,520		1,322
RET-012	Note D	11/19/2026		59,000		50,000		9,000		56,000		50,000		6,000
RET-014	Note E	12/30/2026		117,951		100,000		17,951		100,000		100,000		-
RET-013	Note F	1/16/2027		52,750		50,000		2,750		-		-		-
RET-015	Note G	2/5/2027		105,000		100,000		5,000		-		-		-
RET-016	Note H	1/6/2027		105,750		100,000		5,750		-		-		-
RET-017	Note I	2/24/2027		104,000		100,000		4,000		-		-		-
RET-018	Note H	2/28/2027		52,000		50,000		2,000		-		-		-
RET-019	Note J	3/3/2027		52,000		50,000		2,000		-		-		-
RET-020	Note K	3/11/2027		1,035,000		1,000,000		35,000		-		-		-
RET 021	Note L	4/3/2027		206,000		200,000		6,000		-		-		-
RET 022	Note M	4/3/2027		102,967		100,000		2,967		-		-		-
RET 023	Note N	4/7/2027		154,500		150,000		4,500		-		-		-
RET 024	Note O	4/8/2027		309,000		300,000		9,000		-		-		-
RET 025	Note P	4/9/2027		515,000		500,000		15,000		-		-		-
RET 026	Note Q	4/10/2027		154,500		150,000		4,500		-		-		-
RET 027	Note H	4/16/2027		51,250		50,000		1,250		-		-		-
RET 028	Note R	4/17/2025		82,000		80,000		2,000		-		-		-
RET 029	Note S	4/18/2027		512,500		500,000		12,500		-		-		-
RET 030	Note T	4/22/2027		25,625		25,000		625		-		-		-
RET 031	Note U	5/13/2027		50,750		50,000		750		-		-		-
RET 032	Note V	5/15/2027		50,750		50,000		750		-		-		-
RET 033	Note V	5/15/2027		25,375		25,000		375		-		-		-
RET 034	Note V	5/15/2027		25,375		25,000		375		-		-		-
RET 035	Note W	5/15/2027		100,451		100,000		451		-		-		-
RET 036	Note W	5/15/2027		50,225		50,000		225		-		-		-
RET 037	Note X	6/20/2027		100,000		100,000		-		-		-		-
RET 038	Note Y	6/19/2027		3,763		3,763		-		-		-		-
RET 039	Note Z	7/8/2027		75,000		75,000		-		-		-		-
RET 040	Note AA	7/1/2027		7,714		7,714		-		-		-		-
RET 041	Note BB	8/18/2027		100,000		100,000		-		-		-		-
RET 042	Note CC	8/13/2027		50,000		50,000		-		-		-		-
RET 043	Note DD	8/5/2027		3,763		3,763		-		-		-		-
RET 044	Note EE	8/11/2027		23,934		23,934		-		-		-		-
RET 045	Note FF	8/12/2027		50,000		50,000		-		-		-		-
RET 046	Note GG	8/22/2027		350,000		350,000		-		-		-		-
RET 047	Note HH	8/27/2027		100,000		100,000		-		-		-		-
RET 048	Note II	9/2/2027		500,000		500,000		-		-		-		-
RET 049	Note JJ	9/10/2027		150,000		150,000		-		-		-		-
RET 050	Note KK	9/18/2027		3,860		3,860		-		-		-		-
RET 051	Note LL	9/18/2027		100,000		100,000		-		-		-		-
RET 052	Note MM	9/25/2027		200,000		200,000		-		-		-		-
RET 053	Note NN	9/18/2027		50,000		50,000		-		-		-		-
RET 054	Note OO	9/30/2026		150,000		150,000		-		-		-		-
RET 055	Note PP	9/30/2026		300,000		300,000		-		-		-		-
RET 056	Note QQ	9/30/2026		25,000		25,000		-		-		-		-
RET 057	Note RR	9/30/2026		200,000		200,000		-		-		-		-
RET 058	Note SS	9/30/2026		50,000		50,000		-		-		-		-
			$	8,536,325	$	8,250,595	$	274,673	$	2,188,307	$	2,111,416	$	76,891

** - Total Outstanding = Principal + Interest as of September 30, 2025 and December 31, 2024

Table of Contents

Convertible Promissory Notes – Related party

In 2023, ReElement Technologies LLC (“ReElement”) entered into multiple Convertible Promissory Note agreements (“Note A”) with Land Resources & Royalties LLC (“LRR”) in the aggregate principal amount of $486,556. The notes accrued interest at a rate of 4.77% per annum, compounded annually, on the outstanding principal balance. All outstanding principal and accrued interest were due and payable in full on the maturity date of January 1, 2025. As of December 31, 2024, the outstanding balances of the notes, including accrued interest, were converted into ReElement’s equity pursuant to the terms of the agreement.

In 2024, ReElement entered into additional Convertible Promissory Notes with LRR (“Note A”) in the aggregate amount of $1,611,485. Each Convertible Promissory Note carries a three-year term from the respective effective date. The Convertible Promissory Notes mature February through December 2027.

The Convertible Promissory Notes carry an annual interest rate of 10%, compounded quarterly. For any Note issued on a date other than the last day of a calendar quarter, interest will be calculated for the stub period between the issuance date and the next quarter-end. In the event of default, the interest rate will increase to 13.5% per year, compounded quarterly, and will apply from the date of default until the Convertible Promissory Notes are fully paid or the default is remedied. Additionally, by mutual agreement between LRR and the Company, any interest due can be added to the Note’s principal and deferred until maturity date.

The Promissory Note’s principal amount, along with any accrued interest, is due in full upon the Note’s maturity date or in the event of default.

The Convertible Promissory Notes entered into with LRR are subject to a conversion feature. If ReElements completes a round or series of a capital raise in the aggregate amount of a minimum of $7,000,000 in cash (the “Capital Raise”), then the Promissory Notes and all accrued interest outstanding shall be immediately and automatically converted to Common Stock of the ReElements (such date, the “Conversion Date”) at the predetermined conversion price which is equal to the same per-share price as the investment under the Capital Raise.

From October to June 2025, ReElement issued twenty two convertible promissory notes (the “Notes B-W”) to unaffiliated investors with an aggregate principal amount of $4,305,520. The Notes mature between October and May of 2027. Notes B-W bear interest at an annual rate of 12.0%, compounded annually. Upon an Event of Default, the outstanding principal amounts, together with any past due or accrued interest, shall bear interest at a rate of 13.5% per annum, compounded annually, from the date of the default until such amounts are fully paid or the Event of Default is cured, whichever occurs first. Unless previously converted, all principal and accrued interest under Notes B-W are payable on the Maturity Date. Notes B-W are convertible into shares of the ReElement’s common stock at the election of the holders. The conversion price is based on a fully diluted valuation of the ReElement’s at $150,000,000. As of ~~June~~September 30, 2025, and December 31, 2024, Note ~~B-W~~A had an outstanding principal balance of $41,~~305~~432,~~520~~522 and $~~500~~1,~~250~~611,166, respectively, and accrued interest of $~~274~~101,~~673~~893 and $1759,~~678~~213, respectively.

As29 ofTable ~~June 30, 2025 and December 31, 2024, there was an aggregate~~ of $5,916,416 and $2,111,416 outstanding under the Convertible Promissory Notes reported in Convertible promissory notes – related party in the consolidated balance sheets. As of June 30, 2025 and December 31, 2024, accrued interest on the convertible promissory notes amounted to $274,673 and $76,891, respectively. For the three months ended June 30, 2025 and 2024, the interest expense was $120,257 and $0 respectively. For the six months ended June 30, 2025 and 2024, the interest expense was $190,993 and $0 respectively.Contents

27 Table of Content

The following tables reflects a summary of the outstanding principal and accrued interest by each lender and their respective maturity date as of June 30, 2025 and December 31, 2024:

		June 30, 2025						December 31, 2024
	Maturity Date	Total Outstanding*		Principal		Interest		Total Outstanding*		Principal		Interest
Note A	2/16/2027	$	159,295	$	142,471	$	16,824	$	155,327	$	142,471	$	12,856
Note A	2/20/2027		22,474		20,122		2,352		21,914		20,122		1,792
Note A	3/5/2027		15,268		13,722		1,546		14,887		13,722		1,165
Note A	3/18/2027		22,008		19,850		2,158		21,460		19,850		1,610
Note A	4/15/2027		19,590		17,789		1,801		19,102		17,789		1,313
Note A	6/20/2027		265,000		245,133		19,867		258,384		245,133		13,251
Note A	8/1/2027		228,503		213,818		14,685		222,811		213,818		8,993
Note A	8/22/2027		234,531		220,708		13,823		228,689		220,708		7,981
Note A	10/11/2027		470,447		448,769		21,678		458,728		448,769		9,959
Note A	12/27/2027		275,675		268,513		7,161		268,808		268,513		294
Note B	10/29/2026		270,589		250,000		20,589		260,356		250,000		10,356
Note C	11/21/2026		107,992		100,520		7,472		101,842		100,520		1,322
Note D	11/19/2026		59,000		50,000		9,000		50,000		50,000		6,000
Note E	12/30/2026		117,951		100,000		17,951		100,000		100,000		-
Note F	1/16/2027		52,750		50,000		2,750		-		-		-
Note G	2/5/2027		105,000		100,000		5,000		-		-		-
Note H	1/6/2027		105,750		100,000		5,750		-		-		-
Note I	2/24/2027		104,000		100,000		4,000		-		-		-
Note H	2/28/2027		52,000		50,000		2,000		-		-		-
Note J	3/3/2027		52,000		50,000		2,000		-		-		-
Note K	3/11/2027		1,035,000		1,000,000		35,000		-		-		-
Note L	4/3/2027		206,000		200,000		6,000		-		-		-
Note M	4/3/2027		102,967		100,000		2,967		-		-		-
Note N	4/7/2027		154,500		150,000		4,500		-		-		-
Note O	4/8/2027		309,000		300,000		9,000		-		-		-
Note P	4/9/2027		515,000		500,000		15,000		-		-		-
Note Q	4/10/2027		154,500		150,000		4,500		-		-		-
Note H	4/16/2027		51,250		50,000		1,250		-		-		-
Note R	4/17/2025		82,000		80,000		2,000		-		-		-
Note S	4/18/2027		512,500		500,000		12,500		-		-		-
Note T	4/22/2027		25,625		25,000		625		-		-		-
Note U	5/13/2027		50,750		50,000		750		-		-		-
Note V	5/15/2027		50,750		50,000		750		-		-		-
Note V	5/15/2027		25,375		25,000		375		-		-		-
Note V	5/15/2027		25,375		25,000		375		-		-		-
Note W	5/15/2027		100,451		100,000		451		-		-		-
Note W	5/15/2027		50,225		50,000		225		-		-		-
		$	6,191,089	$	5,916,416	$	274,673	$	2,182,307	$	2,111,416	$	76,891

* - Total Outstanding = Principal + Interest as of June 30, 2025 and December 31, 2024

28 Table of Content

NOTE 8 – STOCKHOLDERS’ EQUITY

Common Stock Option Transactions

A 2016 Stock Incentive Plan (2016 Plan) was approved by the Board during January 2016. The Company may grant up to 6,363,225 shares of Series A Preferred stock under the 2016 Plan. The 2016 Plan is administered by the Board of Directors, which has substantial discretion to determine persons, amounts, time, price, exercise terms, and restrictions of the grants, if any. The options issued under the 2016 Plan vest upon issuance.

A new 2018 Stock Option Plan (2018 Plan) was approved by the Board on July 1, 2018 and amended on July 16, 2020. The Company may grant up to 4,000,000 shares of common stock under the 2018 Plan. The 2018 Plan is administered by the Board of Directors, which has substantial discretion to determine persons, amounts, time, price, vesting schedules, exercise terms, and restrictions of the grants, if any.

Total stock-based compensation expense for grants to officers, employees and consultants was $~~592~~716,~~188~~463 and $956,816 for the three months ended ~~June~~September 30, 2025, and 2024, respectively, which was charged to general and administrative expense. Total stock-based compensation expense for grants to officers, employees and consultants was $1,~~110~~827,~~812~~275 and $1,942,945 for the ~~six~~nine months ended ~~June~~September 30, 2025, and 2024, respectively, which was charged to general and administrative expense.

~~During~~As ~~the~~of ~~quarter~~September ~~ended June~~ 30, 2025, the ~~Company~~company ~~settled~~has ~~accounts payable and accrued expenses totaling~~ $34,~~928~~281,~~723~~018 ~~through the issuance~~ of ~~6,308,992~~unrecognized ~~shares~~compensation ofcost ~~common~~related ~~stock. The shares were valued at $3,925,563, which was recorded as an increase~~ to ~~common~~unvested stock ~~and~~options ~~additional~~granted ~~paid-in~~and ~~capital~~outstanding, innet ~~the accompanying consolidated statement~~ of ~~stockholders’~~estimated ~~deficit~~forfeitures. The ~~difference~~cost ~~between~~is ~~the~~expected ~~carrying~~to ~~amount~~be ~~of the liabilities settled and the fair value of the shares issued, totaling $3,160, was~~ recognized ason a ~~gain~~weighted ~~within~~average ~~other~~basis ~~income~~over ~~(expense)~~a inperiod ~~the~~of ~~consolidated~~approximately ~~statement~~five ~~of operations~~years.

AsDuring ofthe ~~June~~three months ended September 30, 2025, ~~the~~employees ~~company~~exercised ~~has $4~~880,~~997,481 of~~000 ~~unrecognized~~stock ~~compensation~~options ~~cost~~through ~~related~~a tocashless ~~unvested~~exercise ~~stock~~arrangement. ~~options~~Under ~~granted~~this ~~and outstanding~~method, ~~net~~a portion of ~~estimated~~the ~~forfeitures.~~exercised ~~The~~shares ~~cost~~was iswithheld ~~expected~~ to becover ~~recognized~~the onexercise acost, ~~weighted~~resulting ~~average~~in ~~basis~~the ~~over~~net aissuance ~~period~~of shares to employees. The total number of ~~approximately~~options ~~five~~granted ~~years~~during the year was 314,000.

			Weighted		Weighted Average		Aggregate
	Number of Options		Average Exercise Price		Contractual Life in Years		Intrinsic Value
Outstanding - December 31, 2023		10,149,770	$	1.57		5.39	$	5,683,871
Granted		1,025,000	$	0.90		7.30	$	-
Outstanding – June 30, 2024		11,174,770	$	1.54		4.73	$	5,715,434
Outstanding – September 30, 2024		11,174,770	$	1.54		4.73	$	5,715,434
Exercisable (Vested) - June 30, 2024		5,455,207	$	0.87		3.95
Exercisable (Vested) - September 30, 2024		5,455,207	$	0.87		3.95

				Weighted		Weighted Average		Aggregate
	Number of Options			Average Exercise Price		Contractual Life in Years		Intrinsic Value
	Numberof Options			Average Exercise Price		Contractual Life in Years		Intrinsic Value
Outstanding - December 31, 2024		11,271,770		$	1.49		4.83	$	5,410,450
Forfeited or Expired		(100,000	)	$	1.74		-	$	-
Exercised		(~~228~~1,~~125~~108,482	)	$	0.87		-	$	-
Outstanding - June 30, 20245		10,943,645		$	1.50		4.47	$	5,023,856
Outstanding - September 30, 2025		10,063,288		$	1.50		4.47	$	5,023,856
Exercisable (Vested) - June 30, 2025		5,948,405		$	0.87		3.28
Exercisable (Vested) - September 30, 2025		5,554,724		$	0.87		3.1

2930 Table of ~~Content~~Contents

NOTE 9 – CONTINGENCIES

In the course of normal operations, the Company is involved in various claims and litigation matters that management intends to defend. The range of loss, if any, from all potential claims cannot be reasonably estimated. However, management believes the ultimate resolution of matters not disclosed below will not have a material adverse impact on the Company’s business or financial position.

American Infrastructure Legal Proceedings

The Kentucky Energy Cabinet, ~~has~~the ~~assessed~~Kentucky ~~claims~~Department offor ~~$1,242,000.~~Natural ~~The~~Resources ~~Company~~and ~~has~~the ~~accrued~~Kentucky ~~$1,393,107~~Division toof ~~the~~Mine ~~Commonwealth~~Reclamation ofand ~~Kentucky~~Enforcement ~~including~~have ~~amounts~~assessed ~~owed~~claims tototaling ~~the~~$2,189,000 ~~Kentucky~~that ~~Energy~~American ~~Cabinet~~Infrastructure Corporation (“AIC”) has accrued. Claims assessed by the Mine Health Safety Administration ~~total~~totaling $~~671~~689,~~300~~000 ofand ~~which~~have ~~the~~also ~~Company~~been ~~has~~ accrued ~~$351,071~~by AIC. McCoy ~~During~~Elkhorn ~~2019,~~LLC (McCoy) and Deane, Mining LLC (Dean) have received ~~notice~~notices of intent to place liens for amounts owed on federal excise taxes. The amounts associated with the notices totaling $625,000 have been accrued ~~by the Company~~.

In ~~2024,~~November ~~American~~of ~~Infrastructure~~2023 ~~was~~a ~~given~~court aentered ~~judgement~~into ~~due~~an toorder granting summary judgment against AIC in connection with a lease dispute in which the plaintiff alleges that the defendants failed to diligently mine coal in accordance with the terms of the lease and did not pay minimum royalties owed under the agreement. A final judgment was entered into during 2024 against the defendant, who is currently appealing the decision and pursuing post-judgment collection efforts. The case is being appealed and $2,000,000 has been accrued for this potential loss. The Company is actively defending the claim and is engaged in efforts to reach a favorable out-of-court settlement.

In 2023, ~~American~~Dean ~~Infrastructure~~ was given a judgement due to a lease dispute, in which the plaintiff alleges trespass, conversion, and civil conspiracy against the defendants. ~~The~~ ~~case~~A isjudgment ~~being~~has ~~appealed~~been entered against Dean, and management is currently appealing the decision. Management has accrued $5,499,836 has ~~been accrued~~ for this potential loss using an interest rate to calculate interest of 6%.

InThe ~~2019,~~Company also has a number of unpaid legal judgments for amounts that plaintiffs claim are due for services or goods provided to the Company ~~received~~that ~~notice~~are ~~that~~accrued aand ~~certain~~total ~~lease~~approximately ~~assumption~~$5,295,862 asand ~~part~~$3,400,000 as of ~~the~~September ~~PCR~~30, ~~acquisition~~2025 ~~was~~and ~~being~~December ~~disputed~~31, 2024, respectively, related to unpaid legal judgments. These amounts primarily represent finalized judgments and settlements rendered by courts or arbitration panels for services or goods previously provided to the ~~lessor~~Company for which payment has not yet been made.

In addition, the above, the Company has various other amounts that were accrued for services provided by various vendors and where payment is being disputed and subject to litigation that total approximately $5,295,862 as of June 30, 2025 and December 31, 2024.

NOTE 10 – SEGMENT INFORMATION

In its operation of the business, management, including our chief operating decision maker, who is also our CEO, reviews certain financial information, including segmented internal profit and loss statements prepared on a basis not consistent with GAAP.

For all of the segments, the CODM uses segment operating income (loss) in the annual budgeting and forecasting process. The CODM considers budget-to-actual variances on a monthly basis for both profit measures when making decisions about allocating capital and personnel to the segments. The CODM also uses segment operating income to assess the performance for each segment by comparing the results and return on assets of each segment with one another.

During the periods presented, we reported our financial performance based on the following segments: Corporate, American Infrastructure (AIC), ReElements (RLMT) and Electrified Materials Corporation (EMC).

Our reportable segments are described below.

Corporate - ~~Includes~~Costs ~~metal recovery revenue and direct cost of sales related to the maintenance of mining operations in connection with the Share Exchange Agreement with Quest Energy. In addition, certain costs~~ are incurred at a corporate level and allocated to our segments. These allocated costs generally include corporate overhead and administrative support costs incurred as a part of a corporate program. Each allocation is measured differently based on the specific facts and circumstances of the costs being allocated and is generally based on relative gross margin or relative headcount.

3031 Table of ~~Content~~Contents

AIC - Operations primarily focused on the extraction, processing, transportation, and distribution of coal for a variety of industries, with a primary focus on metallurgical quality coal to the steel industry.

RLMT - provider of final-stage, separated and purified rare earth and critical elements to the electrification industry supply chain. Our products, separated and purified rare earth and critical elements, are used to manufacture permanent magnets and battery materials for high efficiency electric motors and lithium-ion batteries.

EMC - Aggregator and processor of used metals for recycling into new steel-based products for the recovery and sale of recovered metal and steel. From inception to date the majority of company activities and revenue have been focused on the aggregation and sales of scrap steel materials. The company has yet to commence meaningful operations in battery, magnet and advanced materials recycling.

The accounting policies of our reportable segments are the same as those described in the “Summary of Significant Accounting Policies” for the Company.

Revenue and costs are generally directly attributed to our segments. However, due to the integrated structure of our business, certain revenue recognized and costs incurred by one segment may benefit other segments. Revenue from certain contracts is allocated among the segments based on the relative value of the underlying products and services, which can include allocation based on actual prices charged, prices when sold separately, or estimated costs plus a profit margin. Cost of revenue is allocated in certain cases based on a relative revenue methodology. Operating expenses that are allocated primarily include those relating to marketing of products and services from which multiple segments benefit and are generally allocated based on relative gross margin.

The table below presents information about reported segments for the three and ~~six~~nine months ending:

Three Months Ended
Nine Months Ended
June 30, 2025
September 30, 2025
($ in thousands)	Corporate			~~American Infrastructure~~AmericanInfrastructure			ReElements			~~American Metals~~AmericanMetals			Consolidated
Revenues	$	-		$	-		$	1395,~~256~~349		$	-		$	1395,~~256~~349
Gross margin		-(239,452	)		(~~192~~85,~~762~~713	)		(5061,~~113~~972	)		-			(~~242~~387,~~875~~137	)
Operating income (loss)	$	(25,~~648~~195,~~929~~865	)	$	(27,~~634~~293,~~268~~422	)	$	(14,~~361~~094,~~978~~237	)	$	(~~125~~373,~~459~~878	)	$	(616,~~770~~957,~~634~~402	)

Six Months Ended
Three Months Ended
June 30, 2025
September 30, 2025
($ in thousands)	Corporate			American ~~Carbon~~Infrastructure			ReElements			American Metals			Consolidated
Revenues	$	-		$	-		$	4550,~~184~~165		$	-		$	4550,~~184~~165
Gross margin		-			-(340	)		~~(392~~6,~~942~~145	)		-			~~(392~~5,~~942~~805	)
Operating income (loss)	$	(31,~~660~~296,~~313~~103	)	$	(42,~~809~~400,~~819~~849	)	$	(21,~~709~~389,~~434~~085	)	$	(~~249~~124,~~670~~209	)	$	(115,~~754~~210,~~062~~246	)

Three Months Ended
Nine Months Ended
June 30, 2024
September 30, 2024
($ in thousands)	Corporate			American Infrastructure			ReElements			American Metals			Consolidated
Revenues	$	-7,147		$	-173,155		$	4153,~~095~~255		$	-		$	4333,~~095~~557
Gross margin		-(393,364	)		-(1,567,690	)		(~~888~~11,~~157~~663	)		-			(~~888~~1,~~157~~972,717	)
Operating income (loss)	$	(411,~~330~~382,~~782~~852	)	$	(27,~~088~~977,~~975~~465	)	$	(15,~~887~~618,~~311~~555	)	$	(~~125~~249,~~788~~209	)	$	(825,~~432~~228,~~856~~081	)

Six Months Ended
Three Months Ended
June 30, 2024
September 30, 2024
($ in thousands)	Corporate			American ~~Carbon~~Infrastructure			ReElements			American Metals			Consolidated
Revenues	$	-7,147		$	9181,~~767~~388		$	6146,~~347~~908		$	-		$	98235,~~114~~443
Gross margin		-(357,433	)		~~(884~~40,~~686~~217	)		~~(885~~115,~~904~~089	)		-			(1202,~~868,705~~127	)
Operating income (loss)	$	(5,~~932~~349,~~270~~229	)	$	(51,~~382~~871,~~976~~268	)	$	(32,~~722~~654,~~796~~909	)	$	(124,~~999~~210	)	$	(159,~~163~~999,~~041~~616	)

3132 Table of ~~Content~~Contents

A reconciliation of total segment revenues to total consolidated revenues and of total segment gross margin and segment operating income (loss) to total consolidated income (loss) before income taxes, for the three months ended ~~June~~September 30, 2025 and 2024, is as follows:

	For the Three Months Ended
	June 30, 2025
	September 30, 2025
	Corporate			American Infrastructure			ReElements			American Metals			Consolidated
Revenue
Coal sales	$	-		$	-		$	-		$	-		$	-
Metal recovery and sales		-			-			~~1,946~~-			-			~~1,946~~-
Service fee revenue		-			-			10(50,~~299~~000	)		-			10(50,~~299~~000	)
Rare Earth Oxide Revenue		-			-			~~1,011~~(165	)		-			~~1,011~~(165	)
Royalty income		-			-			-			-			-
Total revenue	$	-		$	-		$	13(50,~~256~~165	)	$	-		$	13(50,~~256~~165	)
Cost of revenues		-			-			(256,131	)		-			(256,132	)
Gross Margin		-			-			(242,875	)		-			(242,876	)
Operating expenses (income)
Accretion		-			(254,428	)		-			-			(254,428	)
Cost of coal sales and processing		-			(340	)		(44,020	)		-			(44,360	)
Depreciation		(30,645	)		(452,700	)		(26,444	)		-			(509,789	)
Accretion		-			(247,877	)		-			-			(247,877	)
Amortization of mining rights		-			(303,918	)		-			-			(303,918	)
Depreciation		(30,981	)		(454,009	)		(31,383	)		-			(516,373	)
General and administrative		(2,049,200	)		(1,237,327	)		(894,471	)		(124,209	)		(4,305,207	)
Amortization of mining rights		-			(303,917	)		-			-			(303,917	)
Professional fees		(473,752	)		(187,300	)		(99,431	)		(1,250	)		(761,733	)
General and administrative		(133,235	)		(1,257,441	)		(1,021,166	)		(124,209	)		(2,536,051	)
Litigation expense		(59,836	)		-			-			-			(59,836	)
Professional fees		(122,970	)		(130,799	)		(9,204	)		-			(262,973	)
Production taxes and royalties		(1,308	)		(5,833	)		5,052			-			(2,089	)
Litigation expense		(60,493	)		-			-			-			(60,493	)
Development		(34,188	)		-			(296,569	)		-			(330,757	)
Production taxes and royalties		(1,110	)		(6,468	)		5,354			-			(2,224	)
Segment operating loss	$	(2,648,929	)	$	(2,441,506	)	$	(1,554,740	)	$	(125,459	)	$	(6,770,634	)
Development		(46,621	)		4			(338,832	)		-			(385,450	)
Total operating expenses		(395,410	)		(2,400,847	)		(1,439,251	)		(124,209	)		(4,359,718	)
Segment operating loss		(395,410	)		(2,400,847	)		(1,389,086	)		(124,209	)		(4,309,553	)
Reconciliation to net loss:
Other income (expense)
Earnings from equity method investees		(22,966	)		-			-			-			(22,966	)
Other income and (expense)		~~173,576~~-			~~(10,504~~-	)		~~17,309~~-			-			~~180,381~~-
Interest income		79,~~251~~932			-			-			-			79,~~251~~932
Interest expense		23(1,~~857~~782,230	)		(147,~~948,484~~995	)		(~~138~~149,~~309~~986	)		-			(21,~~062~~980,~~936~~211	)
Net loss	$	(2,~~467~~190,~~211~~674	)	$	(42,~~400~~448,~~494~~842	)	$	(1,~~675~~539,~~740~~072	)	$	(~~125~~124,~~459~~209	)	$	(86,~~668~~302,~~904~~798	)

32 Table of Content

	For the Nine Months Ended
	September 30, 2025
	Corporate			American Infrastructure			ReElements			American Metals			Consolidated
Revenue
Coal sales	$	-		$	-		$	-		$	-		$	-
Metal recovery and sales		-			-			(2,996	)		-			(2,996	)
Service fee revenue		-			-			(90,605	)		-			(90,605	)
Rare Earth Oxide Revenue		-			-			(1,748	)		-			(1,748	)
Royalty income		-			-			-			-			-
Total revenue	$	-		$	-		$	(95,349	)	$	-		$	(95,349	)

Operating expenses (income)
Cost of coal sales and processing		(239,452	)		(85,713	)		(157,321	)		-			(482,486	)
Accretion		-			(743,631	)		-			-			(743,631	)
Depreciation		(91,934	)		(1,367,751	)		(82,175	)		-			(1,541,860	)
Amortization of mining rights		-			(911,753	)		-			-			(911,753	)
General and administrative		(3,025,534	)		(3,806,371	)		(2,844,227	)		(372,628	)		(10,048,760	)
Professional fees		(662,677	)		(360,366	)		(171,939	)		(1,250	)		(1,196,232	)
Litigation expense		(179,507	)		-			-			-			(179,507	)
Production taxes and royalties		(3,761	)		(17,837	)		15,481			-			(6,117	)
Development		(92,306	)		-			(949,405	)		-			(1,041,711	)
Total operating expenses		(4,295,171	)		(7,293,422	)		(4,189,586	)		(373,878	)		(16,152,057	)

Segment operating loss		(4,295,171	)		(7,293,422	)		(4,094,237	)		(373,878	)		(16,056,708	)

Reconciliation to net loss:
Other income (expense)
Earnings from equity method investees		(56,798	)		-			-			-			(56,798	)
Other income and (expense)		166,825			67,831			32,308			-			266,964
Interest income		21,356			1			(1	)		-			21,356
Interest expense		(2,523,263	)		(2,879,705	)		(392,675	)		-			(5,795,643	)
Net loss		(6,687,051	)		(10,105,295	)		(4,454,605	)		(373,878	)		(21,620,829	)

	For the Six Months Ended
	June 30, 2025
	Corporate			American Infrastructure			ReElements			American Metals			Consolidated
Revenue
Coal sales	$	-		$	-		$	-		$	-		$	-
Metal recovery and sales		-			-			2,996			-			2,996
Service fee revenue		-			-			40,605			-			40,605
Rare Earth Oxide Revenue		-			-			1,583			-			1,583
Royalty income		-			-			-			-			-
Total revenue	$	-		$	-		$	45,184		$	-		$	45,184
Cost of revenues		-			-			(438,126	)		-			(438,126	)
Gross Margin		-			-			(392,942	)		-			(392,942	)
Operating expenses (income)
Accretion		-			(502,720	)		-			-			(502,720	)
Depreciation		(60,953	)		(906,095	)		(55,073	)		-			(1,022,121	)
Amortization of mining rights		-			(607,836	)		-			-			(607,836	)
General and administrative		(2,892,302	)		(2,548,932	)		(1,823,062	)		(248,420	)		(7,512,716	)
Professional fees		(539,708	)		(230,366	)		(162,735	)		(1,250	)		(934,059	)
Litigation expense		(119,014	)		-			-			-			(119,014	)
Production taxes and royalties		(2,651	)		(13,870	)		10,127			-			(6,394	)
Development		(45,685	)		-			(610,575	)		-			(656,260	)
Segment operating loss	$	(3,660,313	)	$	(4,809,819	)	$	(3,034,260	)	$	(249,670	)	$	(11,754,062	)
Reconciliation to net loss:
Other income (expense)
Earnings from equity method investees		(33,832	)		-			-			-			(33,832	)
Other income and (expense)		166,825			67,830			32,309			-			266,964
Interest income		11,424			-			-			-			11,424
Interest expense		(741,033	)		(2,831,710	)		(242,689	)		-			(3,815,432	)
Net loss	$	(4,256,929	)	$	(7,573,699	)	$	(3,244,640	)	$	(249,670	)	$	(15,324,938	)

Table of Contents

33 Table of Content

	For the Three Months Ended
	September 30, 2024
	Corporate			American Infrastructure			ReElements			American Metals			Consolidated
Revenue
Coal sales	$	-			-			-			-			-
Metal recovery and sales		(7,147	)		-			(46,948	)		-			(54,095	)
Service fee revenue		-			-			(99,960	)		-			(99,960	)
Royalty income		-			(81,388	)		-			-			(81,388	)
Total revenue	$	(7,147	)	$	(81,388	)	$	(146,908	)	$	-		$	(235,443	)
Operating expenses (income)
Cost of coal sales and processing		(364,580	)		(41,171	)		(31,819	)		-			(437,570	)
Accretion		-			(247,992	)		-			-			(247,992	)
Depreciation		(637	)		810,475			(1,378,752	)		-			(568,914	)
Amortization of mining rights		-			-			(307,970	)		-			(307,970	)
General and administrative		(2,477,775	)		(2,305,991	)		(625,310	)		(124,210	)		(5,533,286	)
Professional fees		(362,214	)		(29,076	)		(4,477	)		-			(395,767	)
Litigation expense		(120,986	)		-			-			-			(120,986	)
Production taxes and royalties		(1,391	)		(3,436	)		3,572			-			(1,255	)
Development		(139,071	)		(135,465	)		(457,061	)		-			(731,597	)
Gain on sale of equipment		-			-			-			-			-
Total operating expenses		(3,466,654	)		(1,952,656	)		(2,801,817	)		(124,210	)		(8,345,337	)

Segment operating loss		(3,459,507	)		(1,871,268	)		(2,654,909	)		(124,210	)		(8,109,894	)

Reconciliation to net loss:
Other income (expense)
Earnings from equity method investees		(28,673	)		-			(134,682	)		-			(163,355	)
Other income and (expense)		185,159			-			-			-			185,159
Interest income		8,821			138,848			-			-			147,669
Interest expense		(406,774	)		(69,162	)		(500,525	)		-			(976,461	)
Net loss		(3,700,974	)		(1,801,582	)		(3,290,116	)		(124,210	)		(8,916,882	)

	For the Three Months Ended
	For the Nine Months Ended
	June 30, 2024
	September 30, 2024
	Corporate			American Infrastructure			ReElements			American Metals			Consolidated
Revenue
Coal sales	$	-			-			-			-			-
Metal recovery and sales		-(7,147	)		-(27,100	)		4(53,~~095~~295	)		-			4(87,~~095~~542	)
Royalty income		-			-			-			-			-
Service fee revenue								(99,960	)					(99,960	)
Total revenue	$	-		$	-		$	4,095		$	-		$	4,095
Royalty income		-			(146,055	)		-			-			(146,055	)
Cost of revenues		-			-			(892,252	)		-			(892,252	)
Total revenue	$	(7,147	)	$	(173,155	)	$	(153,255	)	$	-		$	(333,557	)
Gross Margin		-			-			(888,157	)		-			(888,157	)
Operating expenses (income)
Accretion		-			(248,313	)		-			-			(248,313	)
Cost of coal sales and processing		(400,511	)		(1,740,845	)		(164,918	)		-			(2,306,274	)
Depreciation		(519,445	)		-			-			-			(519,445	)
Accretion		-			(744,885	)		-			-			(744,885	)
Amortization of mining rights		(311,685	)		-			-			-			(311,685	)
Depreciation		(520,082	)		810,475			(1,929,392	)		-			(1,638,999	)
General and administrative		(3,004,138	)		(1,616,950	)		(894,801	)		(125,788	)		(5,641,677	)
Amortization of mining rights		(311,685	)		-			(615,264	)		-			(926,949	)
Professional fees		(354,252	)		(89,841	)		(5,806	)		-			(449,899	)
General and administrative		(6,782,931	)		(5,679,095	)		(2,250,248	)		(249,209	)		(14,961,483	)
Litigation expense		(59,836	)		-			-			-			(59,836	)
Professional fees		(951,773	)		(667,822	)		(172,858	)		-			(1,792,453	)
Production taxes and royalties		(83	)		(16,612	)		4,843			-			(11,852	)
Litigation expense		(240,658	)		-			-			-			(240,658	)
Development		(81,343	)		(117,259	)		(103,388	)		-			(301,990	)
Production taxes and royalties		(6,185	)		(23,752	)		5,696			-			(24,241	)
Gain on sale of equipment		-			-			-			-			-
Development		(286,452	)		(504,696	)		(644,826	)		-			(1,435,974	)
Segment operating loss	$	(4,330,782	)	$	(2,088,975	)	$	(1,887,311	)	$	(125,788	)	$	(8,432,856	)
Gain on sale of equipment		-			400,000			-			-			400,000
Total operating expenses		(9,500,277	)		(8,150,620	)		(5,771,810	)		(249,209	)		(23,671,916	)
Segment operating loss		(9,493,130	)		(7,977,465	)		(5,618,555	)		(249,209	)		(23,338,359	)
Reconciliation to net loss:
Other income (expense)
Earnings from equity method investees		29(158,~~430~~023	)		-			(45236,~~815~~692	)		-			(16394,~~385~~715	)
Other income and (expense)		20231,~~880~~151			39111,~~611~~411			-			-			60342,~~491~~562
Interest income		1978,~~752~~791			~~341~~919,~~433~~866			-			-			~~361~~998,~~185~~657
Interest expense		(~~367~~1,~~948~~183,764	)		(2,~~184~~478,~~191~~314	)		(~~462~~991,~~621~~822	)		-			(34,~~014~~653,~~760~~900	)
Net loss	$	(410,~~628~~524,~~668~~975	)	$	(39,~~892~~424,~~122~~502	)	$	(26,~~395~~847,~~747~~069	)	$	(~~125~~249,~~788~~209	)	$	(1127,~~042~~045,~~325~~755	)

34 Table of ~~Content~~Contents

	For the Six Months Ended
	June 30, 2024
	Corporate			American Infrastructure			ReElements			American Metals			Consolidated
Revenue
Coal sales	$	-		$	-			-			-			-
Metal recovery and sales		-			27,100			6,347			-			33,447
Royalty income		-			64,667			-			-			64,667
Total revenue	$	-		$	91,767		$	6,347		$	-		$	98,114
Cost of revenues		-			(976,453	)		(892,251	)		-			(1,868,704	)
Gross Margin		-			(884,686	)		(885,904	)		-			(1,770,590	)
Operating expenses (income)
Accretion		-			(496,893	)		-			-			(496,893	)
Depreciation		(519,445	)		-			(550,640	)		-			(1,070,085	)
Amortization of mining rights		(311,685	)		-			(307,294	)		-			(618,979	)
General and administrative		(4,239,734	)		(3,373,104	)		(1,624,935	)		(124,999	)		(9,362,772	)
Professional fees		(589,559	)		(638,746	)		(168,380	)		-			(1,396,685	)
Litigation expense		(119,672	)		-			-			-			(119,672	)
Production taxes and royalties		(4,794	)		(20,316	)		2,123			-			(22,987	)
Development		(147,381	)		(369,231	)		(187,766	)		-			(704,378	)
Gain on sale of equipment		-			400,000			-			-			400,000
Segment operating loss	$	(5,932,270	)	$	(5,382,976	)	$	(3,722,796	)	$	(124,999	)	$	(15,163,041	)
Reconciliation to net loss:
Other income (expense)
Earnings from equity method investees		(129,350	)		-			(102,010	)		-			(231,360	)
Other income and (expense)		45,993			111,411			-			-			157,404
Interest income		69,970			781,018			-			-			850,988
Interest expense		(776,990	)		(2,409,152	)		(491,297	)		-			(3,677,439	)
Net loss	$	(6,722,647	)	$	(6,899,699	)	$	(4,316,102	)	$	(124,999	)	$	(18,063,448	)

35 Table of Content

Assets are not allocated to segments for internal reporting presentations. A portion of depreciation and amortization is included with various other costs in an overhead allocation to each segment. It is impracticable for us to separately identify the amount of amortization and depreciation by segment that is included in the measure of segment profit or loss.

Total assets, by segment were as follows:

	June 30,		December 31,
	September 30,		December 31,
($ in thousands)	2025		2024
Corporate	$	58,~~806~~294,~~724~~562	$	212,~~348~~640,~~138~~090
American Infrastructure		~~167~~26,~~881~~374,~~155~~367		~~176~~23,~~379~~139,~~133~~779
ReElements		25646,~~274,510~~042		26411,~~002,725~~967
American Metals		1,~~483~~392,~~329~~124		~~284~~1,~~003~~736,326
Consolidated	$	~~200~~36,~~445~~707,~~718~~095	$	~~205~~37,~~013~~928,~~999~~162

NOTE 11 - SUBSEQUENT EVENTS

~~The~~On ~~company’s~~October ~~management~~13, ~~has~~2025, ~~evaluated~~the ~~subsequent~~Company ~~events~~entered ~~occurring~~into ~~after~~securities ~~June~~purchase ~~30,~~agreements ~~2025,~~with ~~the~~certain ~~date~~investors offor ~~our~~the ~~most~~private ~~recent~~placement ~~balance~~of ~~sheet~~9,480,282 ~~through~~shares ~~the~~of ~~date~~common ~~our~~stock ~~financial~~at ~~statements~~$3.55 ~~were~~per ~~issued~~share.

36On ~~Table~~October 15, 2025, the Company entered into securities purchase agreements with certain investors pursuant to which it agreed to issue and sell, in a private placement offering, an aggregate of ~~Content~~2,661,764 shares of common stock at a purchase price of $5.10 per share and pre-funded warrants to purchase up to 5,181,374 shares of common stock at an exercise price of $0.0001 per share, at a purchase price of $5.0999 per warrant.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Form 10-Q and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, Registrant’s management as well as estimates and assumptions made by Registrant’s management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to Registrant or Registrant’s management identify forward looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to Registrant’s industry, Registrant’s operations and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Although Registrant believes that the expectations reflected in the forward-looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.

Overview

When we formed our company, our focus was to (i) construct and/or purchase and manage a chain of combined gasoline, diesel and natural gas (NG) fueling and service stations (initially, in the Miami, FL area); (ii) construct conversion factories to convert NG to liquefied natural gas (LNG) and compressed natural gas (CNG); and (iii) construct conversion factories to retrofit vehicles currently using gasoline or diesel fuel to also run on NG in the United States and also to build a convenience store to serve our customers in each of our locations.

On January 5, 2017, American Resources Corporation (ARC) executed a Share Exchange Agreement between the Company and Quest Energy Inc. (“Quest Energy”), a private company incorporated in the State of Indiana on May 2015 with offices at 12115 Visionary Way, Fishers, IN 46038, and due to the fulfillment of various conditions precedent to closing of the transaction, the control of the Company was transferred to the Quest Energy shareholders on February 7, 2017. This transaction resulted in Quest Energy becoming a wholly-owned subsidiary of ARC. Through Quest Energy, ARC was able to acquire coal mining and coal processing operations, substantially all located in eastern Kentucky and western West Virginia. On November 25, 2020, Quest Energy changed its name to American Carbon Corp. On December 27, 2024, American Carbon changed its name to American Infrastructure Corporation (American Infrastructure Corporation).

American Infrastructure Corporation currently has seven coal mining and processing operating subsidiaries: McCoy Elkhorn Coal LLC (doing business as McCoy Elkhorn Coal Company) (McCoy Elkhorn), Knott County Coal LLC (Knott County Coal), Deane Mining, LLC (Deane Mining), Wyoming County Coal LLC (Wyoming County), Perry County Resources (Perry County) located in eastern Kentucky and western West Virginia within the Central Appalachian coal basin, and ERC Mining Indiana Corporation (ERC) located in southwest Indiana within the Illinois coal basin. The coal deposits under control by the Company are generally comprise of metallurgical coal (used for steel making), pulverized coal injections (used in the steel making process) and high-BTU, low sulfur, low moisture bituminous coal used for a variety of uses within several industries, including industrial customers and specialty products.

Efforts to diversify revenue streams have led to the establishment of additional subsidiaries; Electrified Materials Corporation (EMC) which is focused on the aggregation, recovery and sale of recovered metal and steel and American Rare Earth LLC (ARE) which is focused on the purification and monetization of critical and rare earth element deposits and end of life magnets and batteries. During 2024, American Rare Earth LLC changed its name to ReElement Technologies LLC (ReElement). During 2024, ReElement filed and changed from a limited liability company to a corporation. During 2025, the Company gave up majority stake in American Infrastructure, ReElements, and Electrified Materials. The Company maintained contractual and financial interests in each of these entities that provide it with the power to direct key activities and accordingly these entities continue to be consolidated as variable interest entities.

We have not classified, and as a result, do not have any “proven” or “probable” reserves as defined in United States Securities and Exchange Commission Items 1300 through 1305 of Regulation S-K, and as a result, our company and its business activities are deemed to be in the exploration stage until mineral reserves are defined on our properties.

Since mid-2019, we have not mined or sold coal which is sold into the thermal coal markets. Due to adverse market conditions all mining operations are currently idled. Should mining operations commence, all production and future investment will be for the mining of metallurgical coal.

3736 Table of ~~Content~~Contents

McCoy Elkhorn Coal LLC

General:

Located primarily within Pike County, Kentucky, McCoy Elkhorn is currently comprised of three mines in “idle” status (Mine #15 and the Carnegie 1 and Carnegie 2 Mines), two coal preparation facilities (Bevins #1 and Bevins #2), and other mines and permits in various stages of development or reclamation. The address for the Bevins #1 and #2 preparation facilities is 2069 Highway 194 E Meta, KY 41501.

When operating, McCoy Elkhorn has historically sold its coal to a variety of customers, both domestically and internationally, primarily to the steel making industry as a high-vol “B” coal or blended coal. Due to adverse market conditions, Mine #15 was in idle status during 2023 and 2024 and the mining operations at Carnegie 1 and 2 were idled during 2023.

Mines:

Mine #15 is an underground mine in the Millard (also known as Glamorgan) coal seam and located near Meta, Kentucky. When operating, coal is mined via room-and-pillar mining methods using continuous miners and belted directly from the stockpile to McCoy Elkhorn’s coal preparation facility. Mine #15 has the estimated capacity to produce up to approximately 40,000 tons per month of coal. The mineral available is leased from various 3^rd party mineral holders. Coal mined from the lease requires a payment of greater of $2.50 per ton or 5% of gross sales price.

Within the McCoy Elkhorn subsidiary, Carnegie 1 is deemed material under Items 1304 of Regulation S-K. The Carnegie 1 is an underground mine in the Alma and Upper Alma coal seams and located near Kimper, Kentucky. When operating, coal is mined via room-and-pillar mining methods utilizing a continuous miner with the estimated capacity to produce up to approximately 10,000 tons per month of coal. The coal is stockpiled on-site and trucked approximately 7 miles to McCoy Elkhorn’s preparation facilities. In 2023, Carnegie 1 produced approximately 67,000 tons and sold at an average of $180 per ton. The mineral mined is leased from a 3^rd party professional mineral company with lease payments based on the greater of $1.75 per ton or 6% of gross sales price.

Carnegie 2 is also an underground mine in the Alma and Upper Alma coal seams and located near Kimper, Kentucky. When operating, coal is mined via room-and-pillar mining methods utilizing a continuous miner with the estimated capacity to produce up to approximately 10,000 tons per month of coal. The coal is stockpiled on-site and trucked approximately 7 miles to McCoy Elkhorn’s preparation facilities. In 2023, the Carnegie 2 Mine produced approximately 13,000 tons and sold at an average of $237 per ton. The mineral being mined is leased from a 3^rd party professional mineral company with lease payments based on the greater of $1.75 per ton or 6% of gross sales price.

Processing & Transportation:

The Bevins #1 Preparation Plant is an 800 ton-per hour coal preparation facility located near Meta, Kentucky, across the road from Mine #15. Bevins #1 has raw coal stockpile storage of approximately 25,000 tons and clean coal stockpile storage of 100,000 tons of coal. The Bevins #1 facility has a fine coal circuit and a stoker circuit that allows for enhance coal recovery and various coal sizing options depending on the needs of the customer.

The Bevins #2 Preparation Plant is on the same permit site as Bevins #1 and is a 500 ton-per-hour processing facility with fine coal recovery and a stoker circuit for coal sizing options. Bevins #2 has raw coal stockpile storage of 25,000 tons of coal and a clean coal stockpile storage of 45,000 tons of coal.

Both Bevins #1 and Bevins #2 have a batch-weight loadout and rail spur for loading coal into trains for rail shipments. The spur has storage for 110 rail cars and is serviced by CSX Transportation and is located on CSX’s Big Sandy, Coal Run Subdivision. Both Bevins #1 and Bevins #2 have coarse refuse and slurry impoundments called Big Groundhog and Lick Branch. While the Big Groundhog impoundment is nearing the end of its useful life, the Lick Branch impoundment has significant operating life and will be able to provide for coarse refuse and slurry storage for the foreseeable future at Bevins #1 and Bevins #2. Coarse refuse from Bevins #1 and Bevins #2 is belted to the impoundments. Both Bevins #1 and Bevins #2 are facilities owned by McCoy Elkhorn, subject to certain restrictions present in the agreement between McCoy Elkhorn and the surface land owner.

3837 Table of ~~Content~~Contents

Although currently idle, Bevins #1 and Bevins #2, as well as the rail loadout no work is required beyond routine maintenance to recommence operations. The 2017 purchase price allocated to the McCoy Elkhorn properties was approximately $95,000.

Due to the processing storage capacity at Bevins #1 and Bevins #2 Preparation Plants, McCoy Elkhorn has the capacity to process, store, and load coal for other regional coal producers for agreed to fees.

Additional Permits:

In addition to the above mines, McCoy Elkhorn holds 11 additional coal mining permits that are idled operations or in various stages of reclamation. For the idled coal mining operations, McCoy Elkhorn will determine which coal mines to bring back into production, if any, as the coal market changes, and there are currently no other idled mines within McCoy Elkhorn that are slated to go into production in the foreseeable future. Any idled mines that are brought into production would require significant upfront capital investment, and there is no assurance of the feasibility of any such new operations.

Knott County Coal LLC

General:

Located primarily within Knott County, Kentucky (but with additional idled permits in Leslie County, Perry County, and Breathitt County, Kentucky), Knott County Coal is comprised of one idled mine (the Wayland Surface Mine) and 22 idled mining permits (or permits in reclamation), including the permits associated with the idled Supreme Energy Preparation Plant. The idled mining permits are either in various stages of planning, idle status or reclamation. The idled mines at are primarily underground mines that utilize room-and-pillar mining. Approximate coal deposits owned and leased are 0 tons and 3,207,000 tons, respectively. The current leases contain production royalty payments based on the greater of $1.50 per clean ton or 6% of gross sales price.

Mines:

The Wayland Surface Mine is a surface waste-rock reprocessing mine in a variety of coal seams (primarily the Upper Elkhorn 1 coal seam) located near Wayland, Kentucky. When operating, coal is mined via area mining through the reprocessing of previously processed coal, and the coal is trucked approximately 22 miles to the Mill Creek Preparation Plant at Deane Mining, where it is processed and sold. The mine has an estimated capacity to produce up to approximately 15,000 tons per month of coal and started production in mid-2018 with nominal coal extracted and sold as thermal coal. Since 2022, mining operations have been idle due to the company'’s focus on the metallurgical and industrial markets and adverse market conditions.

Other potential customers of Knott County Coal include industrial customers, specialty customers and utilities for electricity generation, although no definitive sales have been identified yet.

Processing & Transportation:

The idled Supreme Energy Preparation Plant is a 400 ton-per-hour coal preparation facility with a fine coal circuit located in Kite, Kentucky. The Bates Branch rail loadout associated with the Supreme Energy Preparation Plant is a batch-weigh rail loadout with 220 rail car storage capacity and serviced by CSX Transportation in their Big Sandy rate district. When operating, coarse refuse is trucked to the Kings Branch impoundment, which is approximately one mile from the Supreme Energy facility, and slurry is piped from the Supreme Energy facility to the Kings Branch impoundment.

3938 Table of ~~Content~~Contents

The Supreme Energy Preparation Plant is owned by Knott County Coal, subject to certain restrictions present in the agreement between Knott County Coal and the surface landowner, Land Resources & Royalties LLC. During 2024 components of the Supreme Energy Preparation Plant have been transferred as part of the WCC development.

The Company acquired the Supreme Energy Preparation Plants as an idled facility, and since acquisition, no work has been performed at the facility other than minor maintenance. Both the Supreme Energy Preparation Plant and the rail loadout are idled and would require an undetermined amount of work and capital to bring them into operation. The purchase price allocated of the Knott County Coal property was approximately $286,000.

Additional Permits:

In addition to the above mines, Knott County Coal holds 20 additional coal mining permits, idled or in various stages of reclamation. Any idled mines that are brought into production would require significant upfront capital investment and there is no assurance of the feasibility of any such new operations.

Deane Mining LLC

General:

Located within Letcher County and Knott County, Kentucky, Deane Mining is comprised of one idled underground coal mine (the Access Energy Mine), one idled surface mine (Razorblade Surface) and one idled coal preparation facility called Mill Creek Preparation Plant, along with 12 additional idled mining permits (or permits in reclamation). The idled mining permits are either in various stages of development, reclamation or being maintained as idled, pending any changes to the coal market that may warrant re-starting production. The coal controlled at Deane Mining (along with our other subsidiaries) has not been classified as either “proven” or “probable” as defined in the United States Securities and Exchange Commission Items 1300 through 1305 of Regulation S-K, and as a result, do not have any “proven” or “probable” reserves under such definition and are classified as an “Exploration Stage” pursuant to Items 1300 through 1305 of Regulation S-K.

Mines:

Access Energy is an underground mine in the Elkhorn 3 coal seam and located in Deane, Kentucky. Access Energy is mined via room-and-pillar mining methods using continuous miners, and the coal is belted directly from the mine to the raw coal stockpile at the Mill Creek Preparation Plant across the road from Access Energy. Access Energy is currently a “company run” mine, whereby the Company manages the workforce at the mine and pays all expenses of the mine. During 2019, the permit related to the Access Energy mine was idled and is not expected to produce again under the Company’s control due to the continued focused on the metallurgical and industrial markets.

Razorblade Surface is a surface mine targeting the Hazard 4 and Hazard 4 Rider coal seams and located in Deane, Kentucky. Deane Mining commenced mining activity at Razorblade Surface during the spring of 2018. Coal produced from Razorblade Surface is trucked approximately one mile to the Mill Creek Preparation Plant. Razorblade Surface is currently run as a contractor model for which the contractor is paid a fixed per-ton fee for the coal produced. During 2019, the permit related to the Access Energy mine was idled and is not expected to produce again under the Company’s control due to the continued focused on the metallurgical and industrial markets.

Processing & Transportation:

The Mill Creek Preparation Plant is an 800 ton-per-hour coal preparation facility located in Deane, Kentucky. The associated Rapid Loader rail loadout is a batch-weight rail loadout with 110 car storage capacity and services by CSX Transportation in their Big Sandy and Elkhorn rate districts. The Mill Creek Preparation Plant is owned by Deane Mining, subject to certain restrictions present in the agreement between Deane Mining and the surface landowner, Land Resources & Royalties LLC. We are currently utilizing less than 10% of the available processing capacity of the Mill Creek Preparation Plant.

Both the Mill Creek Preparation Plant and the rail loadout are operational, and any work required on any of the plant or loadouts would be routine maintenance. The allocated cost of the property at Deane Mining paid by the Company is $1,569,641.

4039 Table of ~~Content~~Contents

Additional Permits:

In addition to the above mines and preparation facility, Deane Mining holds 12 additional coal mining permits that are in development, idled or in various stages of reclamation. Any idled mines that are brought into production would require significant upfront capital investment and there is no assurance of the feasibility of any such new operations.

Wyoming County Coal LLC

General:

Located within Wyoming County, West Virginia, Wyoming County Coal (WCC) is comprised of two idled underground mining permits and the three permits associated with the idled Pioneer Preparation Plant, the Hatcher rail loadout, and Simmons Fork Refuse Impoundment. The two idled mining permits are undisturbed underground mines that are anticipated to utilize room-and-pillar mining. Approximate coal deposits owned and leased are 5,668,00 tons and 0 tons, respectively.

Mines:

The mining permits held by Wyoming County Coal are in various stages of planning with no mines currently in production.

Potential customers of Wyoming County Coal would include steel mills in the United States or international marketplace although no definitive sales have been identified yet.

Processing & Transportation:

The idled Pioneer Preparation Plant is a 350 ton-per-hour coal preparation facility located near Oceana, West Virginia. The Hatcher rail loadout associated with the Pioneer Preparation Plant is a rail loadout serviced by Norfolk Southern Corporation. The refuse from the preparation facility is trucked to the Simmons Fork Refuse Impoundment, which is approximately 1.0 mile from the Pioneer Preparation facility. The preparation plant utilizes a belt press technology which eliminates the need for pumping slurry into a slurry pond for storage within an impoundment.

In June 2023, WCC closed on an Industrial Development Bond in the amount of $45,000,000 for the purpose of financing the development of the permits and infrastructure. As of December 31, 2024 and 2023, approximately $32,500,000 and $9,500,000 of the $36,500,000 initial project fund have been expended, respectively. Due to a delay in government approvals and the expansion of rare earth concentrations it is undeterminable as to when meaningful operations will commence and the additional capital expenditures required.

In connection with the Industrial Development Bond financing, the Company is in the process of upgrading and redeveloping the preparation facility to a modern 350 ton per hour preparation facility and upgrading the rail load out facility to a modern batch weight load out system.

The Company acquired the Pioneer Preparation Plant as an idled facility. The purchase price allocated to the Wyoming County Coal property was approximately $22,300,000 of which approximately $22,100,000 was settled with shares of the Company’s Class A Common stock. The remaining portion was satisfied in the form of a convertible note which was converted to Company common stock in December 2020.

Permits:

Wyoming County Coal holds two coal mining permits that are in the development phase including faceup and infrastructure work and three permits associated with the idled Pioneer Preparation Plant, the Hatcher rail loadout, and Simmons Fork Refuse Impoundment.

4140 Table of ~~Content~~Contents

Perry County Resources LLC

General:

Located primarily within Perry County, Kentucky, Perry County Resources LLC is comprised of one idled underground mine (the E4-2 mine) and one idled coal processing facility called the Davidson Branch Preparation Plant, along with two additional idled underground mining permits. The E4-2 mine and Davidson Branch Preparation Plan are located at 1845 KY-15 Hazard, KY 41701.

The two idled mining permits are for underground mines and have been actively mined in the past and being maintained as idled, pending any changes to the coal market that may warrant re-starting production. Approximate coal deposits owned and leased are 0 tons and 58,100,000 tons. The current leases contain minimum annual payments of $12,000 and production royalty payments ranging from 6% to 7% of gross sales price.

Mines:

Within the Perry County subsidiary, E4-2 mine is deemed material under Items 1304 of Regulation S-K. The E4-2 mine is an underground mine in the Elkhorn 4 (aka the Amburgy) coal seam located near the town of Hazard, Kentucky. When operating, coal is mined via room-and-pillar mining methods using both continuous miners and continuous haulage systems, and the coal is belted directly from the mine to the raw coal stockpile at the Davidson Branch Preparation Plant less than a mile away. The E4-2 mine has the estimated capacity to produce up to approximately 80,000 tons per month of coal. The mineral available is partially owned by the Company and partially leased from various mineral holders. The lease terms are the greater of $1.50 per ton or 6% of gross sales price.

In 2022, the E4-2 mine produced approximately 106,000 tons and sold the coal at an average price of $153 per ton. During the period of ownership by the Company, 100% of the coal sold was sold as industrial stoker and PCI. Since the end of 2022, the mine has been idle due to adverse market conditions.

Processing and Transportation:

The Davidson Branch Preparation Plant is a 1,300 ton-per-hour coal preparation facility located near Hazard, Kentucky. The associated “Bluegrass 4” rail loadout is a batch-weight rail loadout with 135 car storage capacity and services by CSX Transportation in their Hazard/Elkhorn rate district. The Davidson Branch Preparation Plant is owned by Perry County Resources. With mining operations currently idle, the preparation plan is not currently operating.

Both the Davidson Branch Preparation Plant and the rail loadout have been maintained should operations commence in a future period. The purchase price allocated to Perry County Resources property was approximately $1,551,000.

Additional Permits:

In addition to the above mine, preparation facility, and related permits, Perry County Resources had four additional coal mining permits that are idled or in development stage. Any idled mines that are brought into production would require significant upfront capital investment and there is no assurance of the feasibility of any such new operations. Three of the idled permits were sold to an unrelated entity on March 4, 2020 for $700,000 cash and $300,000 of value for equipment.

The transfer of any new permits to the Company is subject to regulatory approval. This approval is subject to the review of both unabated or uncorrected violations that are listed on the Applicator Violator List. The Company, to include several of its subsidiaries, does have unabated and/or uncorrected violations that are listed on the Applicator Violator List. Should the state regulators believe that the Company is not in the process of abating or correcting the currently outstanding issues associated with their currently held permits they may choose not to issue the Company any new permits until such issues are properly rectified.

4241 Table of ~~Content~~Contents

ERC Mining Indiana Corporation (the Gold Star Mine)

General:

Located primarily within Greene and Sullivan Counties, Indiana, ERC Mining Indiana Corporation (“ERC”) is currently comprised of one idled underground mine (the Gold Star Mine), one idled coal preparation plant and rail loadout. ERC sold its coal in the past as thermal coal to utilities. The Company does not plan to mine the property and purchased it for monetization of infrastructure assets and to reclaim the property which has been ongoing through 2024. The Company is facilitating the full reclamation and remediation of the former mine site.

Approximate coal deposits owned and leased are 0 tons and 4,383,298 tons, respectively. All of the deposits are in reclamation.

Mines:

The Gold Star Mine is an underground mine in the Indiana IV (aka the Survant) coal seam located near the town of Jasonville, Indiana. Currently idled, the Gold Star Mine has been mined in the past via room-and-pillar mining methods using continuous miners, and the coal is belted directly from the mine to the raw coal stockpile at the preparation plant less than a mile away.

Processing and Transportation:

The idled preparation plant is a 165 ton-per-hour coal preparation facility located near the underground mine portal. The rail loadout associated with the preparation plant is a rail loadout serviced by the Indiana Rail Road. The preparation plant has a coarse refuse and slurry impoundment. There was no purchase price allocated to the Gold Star property.

Permits:

ERC holds one permit that covers the Gold Star Mine, processing plant, rail loadout, and related infrastructure which are in reclamation status.

4342 Table of ~~Content~~Contents

Mineral and Surface Leases

Coal mining and processing involves the extraction of coal (mineral) and the use of surface property incidental to such extraction and processing. All of the mineral and surface related to the Company’s coal mining operations is leased from various mineral and surface owners (the “Leases”). The Company’s operating subsidiaries, collectively, are parties to approximately 200 various Leases and other agreements required for the Company’s coal mining and processing operations. The Leases are with a variety of Lessors, from individuals to professional land management firms such as the Roadrunner Land Company. In some instances, the Company has leases with Land Resources & Royalties LLC (LRR), a professional leasing firm that is an entity wholly owned by Wabash Enterprises Inc, an entity owned by members of Quest Energy Inc.’s management.

Coal Sales

ARC sells its coal to domestic and international customers, some which blend ARC’s coal at east coast ports with other qualities of coal for export. The Company may, at times, purchase coal from other regional producers to sell on its contracts.

Competition

The coal industry is intensely competitive. The most important factors on which the Company competes are coal quality, delivered costs to the customer and reliability of supply. Our principal domestic competitors will include Corsa Coal Corporation, Ramaco Resources, Blackhawk Mining, Coronado Coal, Arch Resources, Contura Energy, and Warrior Met Coal. Many of these coal producers may have greater financial resources and larger coal deposit bases than we do. We also compete in international markets directly with domestic companies and with companies that produce coal from one or more foreign countries, such as China, Australia, Colombia, Indonesia and South Africa.

Legal Proceedings

From time to time, we are subject to ordinary routine litigation incidental to our normal business operations.

Please see the financial statement’s contingencies footnote.

Environmental, Governmental, and Other Regulatory Matters

Our operations are subject to federal, state, and local laws and regulations, such as those relating to matters such as permitting and licensing, employee health and safety, reclamation and restoration of mining properties, water discharges, air emissions, plant and wildlife protection, the storage, treatment and disposal of wastes, remediation of contaminants, surface subsidence from underground mining and the effects of mining on surface water and groundwater conditions. In addition, we may become subject to additional costs for benefits for current and retired coal miners. These environmental laws and regulations include, but are not limited to, the Surface Mining Control and Reclamation Act of 1977 (SMCRA) with respect to coal mining activities and ancillary activities; the Clean Air Act (CAA) with respect to air emissions; the Clean Water Act (CWA) with respect to water discharges and the permitting of key operational infrastructure such as impoundments; Resource Conservation and Recovery RCRA with respect to solid and hazardous waste management and disposal, as well as the regulation of underground storage tanks; the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA or Superfund) with respect to releases, threatened releases and remediation of hazardous substances; the Endangered Species Act of 1973 (ESA) with respect to threatened and endangered species; and the National Environmental Policy Act of 1969 (NEPA) with respect to the evaluation of environmental impacts related to any federally issued permit or license. Many of these federal laws have state and local counterparts which also impose requirements and potential liability on our operations.

4443 Table of ~~Content~~Contents

Compliance with these laws and regulations may be costly and time-consuming and may delay commencement, continuation or expansion of exploration or production at our facilities. They may also depress demand for our products by imposing more stringent requirements and limits on our customers’ operations. Moreover, these laws are constantly evolving and are becoming increasingly complex and stringent over time. These laws and regulations, particularly new legislative or administrative proposals, or judicial interpretations of existing laws and regulations related to the protection of the environment could result in substantially increased capital, operating and compliance costs. Individually and collectively, these developments could have a material adverse effect on our operations directly and/or indirectly, through our customers’ inability to use our products.

Certain implementing regulations for these environmental laws are undergoing revision or have not yet been promulgated. As a result, we cannot always determine the ultimate impact of complying with existing laws and regulations.

Due in part to these extensive and comprehensive regulatory requirements and ever-changing interpretations of these requirements, violations of these laws can occur from time to time in our industry and also in our operations. Expenditures relating to environmental compliance are a major cost consideration for our operations and safety and compliance is a significant factor in mine design, both to meet regulatory requirements and to minimize long-term environmental liabilities. To the extent that these expenditures, as with all costs, are not ultimately reflected in the prices of our products and services, operating results will be reduced.

In addition, our customers are subject to extensive regulation regarding the environmental impacts associated with the combustion or other use of coal, which may affect demand for our coal. Changes in applicable laws or the adoption of new laws relating to energy production, greenhouse gas emissions and other emissions from use of coal products may cause coal to become a less attractive source of energy, which may adversely affect our mining operations, the cost structure and, the demand for coal.

We believe that our competitors with operations in the United States are confronted by substantially similar conditions. However, foreign producers and operators may not be subject to similar requirements and may not be required to undertake equivalent costs in or be subject to similar limitations on their operations. As a result, the costs and operating restrictions necessary for compliance with United States environmental laws and regulations may have an adverse effect on our competitive position with regard to those foreign competitors. The specific impact on each competitor may vary depending on a number of factors, including the age and location of its operating facilities, applicable legislation and its production methods.

Employees

ARC and its operating subsidiaries, employ a combination of company employees and contract labor. The Company is continually evaluating the use of company employees and contract labor to determine the optimal mix of each, given the needs of the Company.

The Company currently has approximately 21 direct employees. The Company is headquartered in Fishers, Indiana with four members of the Company’s executive team based at this location.

4544 Table of ~~Content~~Contents

Results of Operations

The following table summarizes our results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024:

	For the Three Months Ended									For the ~~Six~~Nine Months Ended
	June 30,									June 30,
	September 30,									September 30,
	2025			2024			Change			2025			2024			Change
Revenue
Coal sales	$	-		$	-		$	-		$	-		$	-		$	-
Metal recovery and sales		~~1,946~~-			454,095			(254,~~149~~095	)		2,996			3387,~~447~~542			(3084,~~451~~546	)
Service Fee Revenue		1050,~~299~~000			-99,960			10(49,~~299~~960	)		4090,605			-99,960			40(9,~~605~~355	)
Rare Earth Oxide Revenue		~~1,011~~165			-81,388			1(81,~~011~~223	)		1,~~583~~748			-			1,~~583~~748
Royalty income		-			-			-			-			64146,~~667~~055			(64146,~~667~~055	)
Total revenue		1350,~~256~~165			4235,~~095~~443			9(185,~~161~~278	)		4595,~~184~~349			98333,~~114~~557			(52238,~~930~~208	)
Operating expenses (income)
Cost of coal sales and processing		~~256~~44,~~131~~360			~~892~~437,~~252~~570			(~~636~~393,~~121~~210	)		~~438~~482,~~126~~486			12,~~868~~306,~~704~~274			(1,~~430~~823,~~578~~788	)
Accretion		~~254~~247,~~429~~877			~~248~~247,~~311~~992			~~6,118~~(115	)		~~502~~743,~~720~~631			~~496~~744,~~893~~885			5(1,~~827~~254	)
Depreciation		~~509~~516,~~789~~373			~~519~~568,~~445~~914			(952,~~656~~541	)		1,~~022~~541,~~121~~860			1,~~070~~638,~~085~~999			(4797,~~964~~139	)
Amortization of mining rights		303,~~918~~917			~~311~~307,~~685~~970			(74,~~767~~053	)		~~607~~911,~~836~~753			~~618~~926,~~979~~949			(1115,~~143~~196	)
General and administrative		42,~~305~~536,~~208~~051			5,~~640~~533,~~101~~286			(12,~~334~~997,~~893~~235	)		710,~~512~~048,~~716~~761			914,~~362~~961,~~772~~483			(14,~~850~~912,~~056~~722	)
Professional fees		~~761~~262,~~733~~973			~~449~~395,~~900~~767			~~311~~(132,~~833~~794	)		~~934~~1,~~059~~196,232			1,~~396~~792,~~686~~453			(~~462~~596,~~627~~221	)
Litigation expense		5960,~~836~~493			59120,~~836~~986			-(60,493	)		~~119~~179,~~014~~507			~~119~~240,~~672~~658			(~~658~~61,151	)
Production taxes and royalties		2,~~089~~223			131,~~431~~255			~~(11,342~~968	)		6,~~394~~117			2224,~~986~~241			(1618,~~592~~124	)
Development		~~330~~385,~~757~~451			~~301~~731,~~990~~596			28(346,~~767~~145	)		~~656~~1,~~260~~041,711			~~704~~1,~~378~~435,974			(48394,~~118~~263	)
Gain on sale of equipment		-			-			-			-			(400,000	)		400,000
Total operating expenses		64,~~783~~359,~~890~~718			8,~~436~~345,~~951~~336			(13,~~653~~985,~~061~~618	)		1116,~~799~~152,~~246~~058			1523,~~261~~671,~~155~~916			(37,~~461~~519,~~909~~858	)
Net loss from operations		(64,~~770~~309,~~634~~553	)		(8,~~432~~109,~~856~~893	)		13,~~662~~800,~~222~~340			(1116,~~754~~056,~~062~~709	)		(1523,~~163~~338,~~041~~359	)		37,~~408~~281,~~979~~650
Other income (expense)
Earnings from equity method investees		(22,966	)		(16163,~~385~~355	)		(6140,~~581~~389	)		(3356,~~832~~798	)		(~~231~~394,~~360~~715	)		~~197~~337,~~528~~917
Other income and (expense)		~~180,381~~-			60185,~~491~~158			~~119~~(185,~~890~~158	)		266,964			~~157~~342,~~404~~562			~~109~~(75,~~560~~598	)
Interest income		79,~~251~~932			~~361~~147,~~185~~669			(~~353~~137,~~934~~737	)		1121,~~424~~356			~~850~~998,~~988~~657			(~~839~~977,~~564~~301	)
Interest expense		(2,062,936	)		(3,014,760	)		951,824			(3,815,432	)		(3,677,439	)		(137,993	)
Uncategorized Expense		-									-			-
Total other income (expenses)		(1,898,270	)		(2,609,469	)		711,199			(3,570,876	)		(2,900,407	)		(670,469	)
Interest expense		(1,980,211	)		(976,461	)		(1,003,750	)		(5,795,643	)		(4,653,900	)		(1,141,743	)
Net loss		(8,668,904	)		(11,042,325	)		2,373,421			(15,324,938	)		(18,063,448	)		2,738,510
Total other income (expenses)		(1,993,245	)		(806,989	)		(1,186,256	)		(5,564,121	)		(3,707,396	)		(1,856,725	)
Less: Non-controlling interest		2,775			(14,335	)		17,110			6,050			65,423			(59,373	)
Net loss		(6,302,798	)		(8,916,882	)		2,614,084			(21,620,830	)		(27,045,755	)		5,424,925
Net loss attributable to AREC shareholders	$	(8,666,129	)	$	(11,056,660	)	$	2,390,531		$	(15,318,888	)	$	(17,998,025	)	$	2,679,137
Less: Non-controlling interest		-			15,465			(15,465	)		6,050			80,888			(74,838	)
Net loss attributable to AREC shareholders	$	(6,302,798	)	$	(8,901,417	)	$	2,598,619		$	(21,614,780	)	$	(26,964,867	)	$	5,350,087

4645 Table of ~~Content~~Contents

Results of Operations for the ~~Six~~Nine Months Ended ~~June~~September 30, 2025 and 2024

The following table summarizes revenue for the three months ended ~~June~~September 30, 2025 and 2024:

	For the Three Months Ended
	June 30,
	September 30,
	2025		2024		Change
Revenue
Coal sales	$	-	$	-		-
Metal recovery and sales		~~1,946~~-		454,095		(254,~~149~~095	)
Service fee revenue		1050,~~299~~000		-99,960		10(49,~~299~~960	)
RareEarth oxide revenue		~~1,011~~165		-81,388		1(81,~~011~~223	)
Royalty income		-		-		-
Total revenue	$	1350,~~256~~165	$	4235,~~095~~443		9(185,~~161~~278	)

Revenue ~~increased~~decreased by $9185,~~161~~278 for the three months ended ~~June~~September 30, 2025 compared to 2024. The primary driver of the ~~increase~~decrease was due to ~~$10,299~~the absence of ~~ReElement service~~revenue ~~fee~~generated ~~revenue~~from metal recovery and sales for the three months ended ~~June~~September 30, 2025 as compared to 2024.

4746 Table of ~~Content~~Contents

The following table summarizes the period over period changes in operating expenses (income) for the three months ended ~~June~~September 30, 2025 and 2024:

For the Three Months Ended

June 30,

September 30,

2025

2024

Change

Operating expenses (income)

Coal production and holdings costs

~~256~~44,~~131~~360

~~892~~437,~~252~~570

(~~636~~393,~~121~~210

)

Accretion

~~254~~247,~~429~~877

~~248~~247,~~311~~992

~~6,118~~(115

)

Depreciation

~~509~~516,~~789~~373

~~519~~568,~~445~~914

(952,~~656~~541

)

Amortization of mining rights

303,~~918~~917

~~311~~307,~~685~~970

(74,~~767~~053

)

General and administrative

42,~~305~~536,~~208~~051

5,~~640~~533,~~101~~286

(12,~~334~~997,~~893~~235

)

Professional fees

~~761~~262,~~733~~973

~~449~~395,~~900~~767

~~311~~(132,~~833~~794

)

Litigation expense

5960,~~836~~493

59120,~~836~~986

-(60,493

)

Production taxes and royalties

2,~~089~~223

131,~~431~~255

~~(11,342~~968

)

Development

~~330~~385,~~757~~451

~~301~~731,~~990~~596

28(346,~~767~~145

)

Gain on sale of equipment

Total operating expenses

64,~~783~~359,~~890~~718

8,~~436~~345,~~951~~336

(13,~~653~~985,~~061~~618

)

Total operating expenses decreased by $13,~~653~~985,~~061~~618 for the three months ending ~~June~~September 30, 2025 as compared to 2024. This decrease was primarily driven by lower general and administration expenses of $12,~~334~~997,~~893~~235 due to a decrease in related party expenses.

The following table summarizes the period over period changes in other income (expense) for the three months ended ~~June~~September 30, 2025 and 2024:

	For the Three Months Ended
	June 30,
	September 30,
	2025			2024			Change
Other income (expense)
Earnings from equity method investees	$	(22,966	)	$	(16163,~~385~~355	)		(6140,~~581~~389	)
Other income and (expense)		~~180,381~~-			60185,~~491~~158			~~119~~(185,~~890~~158	)
Interest income		79,~~251~~932			~~361~~147,~~185~~669			(~~353~~137,~~934~~737	)
Interest expense		(21,~~062~~980,~~936~~211	)		(3976,~~014,760~~461	)		~~951~~(1,~~824~~003,750	)
Total other income (expenses)	$	(1,~~898~~993,~~270~~245	)	$	(2806,~~609,469~~989	)		~~711~~(1,~~199~~186,256	)

The decrease in net other expense is primarily attributable to the net decrease in interest income of $~~353~~137,~~934~~737 and by the net decrease in interest expense of $~~951~~1,~~824~~003,750 compared to the three months ended ~~June~~September 30, 2024.

4847 Table of ~~Content~~Contents

Results of Operations for the ~~Six~~Nine Months Ended ~~June~~September 30, 2025 and 2024

The following table summarizes our revenue for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024:

	For the Six Months Ended
	For the Nine Months Ended September 30,
	2025		2024		Change
Revenue
Coal sales	$	-	$	-		-
Metal recovery and sales		2,996		3387,~~447~~542		(3084,~~451~~546	)
Service fee revenue		4090,605		-99,960		40(9,~~605~~355	)
RareEarth oxide revenue		1,~~583~~748		-		1,~~583~~748
Royalty income		-		64146,~~667~~055		(64146,~~667~~055	)
Total revenue	$	4595,~~184~~349	$	98333,~~114~~557		(52238,~~930~~208	)

Revenue decreased by $52238,~~930~~208 for the ~~six~~nine months ended ~~June~~September 30, 2025 compared to 2024. The primary driver of the decrease was a reduction of $64146,~~667~~055 in royalty income for the ~~six~~nine months ended ~~June~~September 30, 2025 as compared to 2024.

4948 Table of ~~Content~~Contents

The following table summarizes the period over period changes in operating expenses (income) for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024:

For the Six Months Ended

For the Nine Months Ended

June 30,

September 30,

2025

2024

Change

Operating expenses (income)

Coal production and holdings costs

~~438~~482,~~126~~486

12,~~868~~306,~~704~~274

(1,~~430~~823,~~578~~788

)

Accretion

~~502~~743,~~720~~631

~~496~~744,~~893~~885

5(1,~~827~~254

)

Depreciation

1,~~022~~541,~~121~~860

1,~~070~~638,~~085~~999

(4797,~~964~~139

)

Amortization of mining rights

~~607~~911,~~836~~753

~~618~~926,~~979~~949

(1115,~~143~~196

)

General and administrative

710,~~512~~048,~~716~~761

914,~~362~~961,~~772~~483

(14,~~850~~912,~~056~~722

)

Professional fees

~~934~~1,~~059~~196,232

1,~~396~~792,~~686~~453

(~~462~~596,~~627~~221

)

Litigation expense

~~119~~179,~~014~~507

~~119~~240,~~672~~658

(~~658~~61,151

)

Production taxes and royalties

6,~~394~~117

2224,~~986~~241

(1618,~~592~~124

)

Development

~~656~~1,~~260~~041,711

~~704~~1,~~378~~435,974

(48394,~~118~~263

)

Gain on sale of equipment

(400,000

)

400,000

Total operating expenses

1116,~~799~~152,~~246~~058

1523,~~261~~671,~~115~~916

(37,~~461~~519,~~909~~858

)

Total operating expenses decreased by $37,~~461~~519,~~909~~858 for the ~~six~~nine months ending ~~June~~September 30, 2025 as compared to 2024. This decrease was primarily driven by lower coal production related costs due to idled mining operations, lower holding costs of $1,~~430~~823,~~578~~788 due to concentrated efforts to reduce labor costs, lower general and administration expenses of $14,~~850~~912,~~056~~722 and professional fees of $~~462~~596,~~627~~221 due to decreases in legal fees.

The following table summarizes the period over period changes in other income (expense) for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024:

	For the Six Months Ended
	For the Nine Months Ended
	June 30,
	September 30,
	2025			2024			Change
Other income (expense)
Earnings from equity method investees	$	(3356,~~832~~798	)	$	(~~231~~394,~~360~~715	)		~~197~~337,~~528~~917
Other income and (expense)		266,964			~~157~~342,~~404~~562			~~109~~(75,~~560~~598	)
Interest income		1121,~~424~~356			~~850~~998,~~988~~657			(~~839~~977,~~564~~301	)
Interest expense		(35,~~815~~795,~~432~~643	)		(34,~~677~~653,~~439~~900	)		(~~137~~1,~~993~~141,743	)
Total other income (expenses)	$	(35,~~570~~564,~~876~~121	)	$	(23,~~900~~707,~~407~~396	)		(~~670~~1,~~469~~856,725	)

The increase in net other expense for the ~~six~~nine months ended ~~June~~September 30, 2025, was primarily attributable to a decrease in interest income of $~~839~~977,~~564~~301 and an increase in interest expense of $~~137~~1,~~993~~141,743, compared to the same period in 2024. The higher interest income in 2024 reflects interest and investment income in the bond funds and the higher interest expense in 2025 reflects the issuance of new convertible promissory notes during 2025.

5049 Table of ~~Content~~Contents

Liquidity and Capital Resources

Our primary sources of liquidity are derived from existing unrestricted cash, reimbursements from bond funds and other debt and capital proceeds. With the suspension of our coal production activities beginning in 2023 and the development stage of our new ReElement and Electrified Materials businesses through 2024, our sources of revenue in 2024 were primarily limited to royalty income and coal processing fees. We anticipate our ReElement and Electrified Materials new businesses to achieve increasing revenues in 2025; however, we will continue to require cash flows from financing activities to support operations and the continued development of our new business models.

As of ~~June~~September 30, 2025, the company has a cash balance of $2,~~254~~081,~~206~~780 and a working deficit of $7375,~~851~~743,~~409~~188. We expect to fund our liquidity requirements over the next 12 months primarily with cash on hand and additional debt and equity financing transactions. If future cash flows are insufficient to meet our liquidity needs or capital requirements, we may be required to rationalize our expenditures or slow down efforts to further develop our new business models. We do not have any credit lines currently available to fund our liquidity requirements. Maintaining future liquidity is subject to significant uncertainties primarily related to the generation of revenues from our new business models at levels that surpass breakeven and the ability to obtain additional debt and equity financing.

Cash Flows

~~Six~~Nine months Ended ~~June~~September 30, 2025 and 2024

	Six months ended June 30,
	Nine months ended September 30,
	2025			2024			Change
Consolidated statement of cash flow data:
Cash used in operating activities	$	(810,~~880~~685,~~176~~238	)	$	(1317,~~300~~549,~~247~~869	)		(6,864,631	)
Cash provided by investing activities		23,~~691~~930,~~099~~735			(~~148~~145,~~271~~900,~~896~~141	)		(149,830,876	)
Cash provided by financing activities		59,~~980~~341,~~665~~649			~~146~~145,~~703~~065,~~379~~317			135,723,668
Net change in cash and restricted cash	$	~~(208~~2,~~413~~587,146	)	$	(1418,~~868~~384,~~765~~693	)		(20,971,839	)

Cash used in operating activities ~~increased~~decreased by $46,~~422~~864,~~071~~361 compared to the prior period. This change was primarily driven by a $25,~~738~~424,~~510~~925 decrease in net loss, which positively impacted operating cash flow; and a $1455,~~461,359~~740 increase in cash provided by changes in working capital~~; and an increase of $222,202 in non-cash charges, including depreciation, amortization, and other adjustments~~.

Cash provided by investing activities for the ~~six~~nine months ended ~~June~~September 30, 2025 was $23,~~691~~930,~~099~~735, compared to cash used in investing activities of $~~148~~145,~~271~~900,~~896~~141 for the ~~six~~nine months ended ~~June~~September 30, 2024. The 2025 period ~~includes~~has ~~a net $3,686,328 of~~ cash provided by ~~restricted~~the ~~investments~~sale ~~purchased~~of ~~and~~restricted ~~sold~~investments ~~whereas~~totaling ~~the 2024 period includes~~ $~~150~~154,~~014~~878,~~712~~566 ofcompared ~~cash~~to ~~used in~~ the ~~purchase~~use of ~~restricted~~$6,673 ~~investments~~in 2024.

Cash provided by financing activities for the ~~six~~nine months ended 2025 was $59,~~980~~341,~~665~~649 compared to $~~146~~145,~~703~~065,~~379~~317 for the ~~six~~nine months ended 2024. The change was due to the proceeds from tax exempt bonds, net of $149,719,208, which were received on March 28, 2024~~, and a decrease in net proceeds from other financing obligations of $1,489,046~~. This was partially offset by ~~proceeds~~repayments ~~received~~of ~~from~~other ~~convertible~~financing ~~promissory~~obligations ~~notes in 2025~~ of $3 5,~~505~~737,~~559~~300.

5150 Table of ~~Content~~Contents

Capital Resources

We had no material commitments for capital expenditures as of ~~June~~September 30, 2025.

Off Balance Sheet Arrangements

As of ~~June~~September 30, 2025, we had no off-balance sheet arrangements.

Critical Accounting Policies

The preparation of financial statements requires management to utilize estimates and make judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. These estimates are based on historical experience and on various other assumptions that management believes to be reasonable under the circumstances. The estimates are evaluated by management on an ongoing basis, and the results of these evaluations form a basis for making decisions about the carrying value of assets and liabilities that are not readily apparent from other sources. Although actual results may differ from these estimates under different assumptions or conditions, management believes that the estimates used in the preparation of our financial statements are reasonable. The critical accounting policies affecting our financial reporting are summarized in Note 1 to the financial statements included elsewhere in this report.

Recent Accounting Pronouncements

None.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Because we are a smaller reporting company, we are not required to include any disclosure under this item.

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Item 4. Controls and Procedures

(a) Management’s Conclusions Regarding Effectiveness of Disclosure Controls and Procedures.

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

With respect to the period ending ~~June~~September 30, 2025, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934.

Based upon our evaluation regarding the period ending ~~June~~September 30, 2025, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, has concluded that its disclosure controls and procedures were not effective due to the Company’s insufficient number of staff performing accounting and reporting functions and lack of timely reconciliations. Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.

The Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. However, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

(b) Changes in Internal Controls.

There have been no changes in the Company’s internal control over financial reporting during the period ended ~~June~~September 30, 2025 that have materially affected the Company’s internal controls over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we are subject to ordinary routine litigation incidental to our normal business operations.

Please see financial statement note 6 for detail on cases.

Item 1A. Risk Factors

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95.1 to this Quarterly Report.

Item 5. Other Information

None.

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Item 6. Exhibits

The following exhibits are filed herewith except as otherwise noted:

Exhibit Number	Description	Location Reference
ExhibitNumber	Description	Location Reference
3.1	Articles of Incorporation of Natural Gas Fueling and Conversion Inc.	Incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on November 27, 2013.
3.2	Amended and Restated Articles of Incorporation of NGFC Equities Inc.	Incorporated herein by reference to Exhibit 3.1 to the Company’s 8k filed on February 25, 2015.
3.3	Articles of Amendment to Articles of Incorporation of NGFC Equities, Inc.	Incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K on February 21, 2017.
3.4	Articles of Amendment to Articles of Incorporation of American Resources Corporation dated March 21, 2017.	Incorporated herein by reference to Exhibit 3.4 to the Company’s Form 10-Q, filed with the SEC on February 20, 2018.
3.5	Bylaws of Natural Gas Fueling and Conversion Inc.	Incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, filed with the SEC on November 27, 2013.
3.6	Bylaws, of NGFC Equities Inc., as amended and restated.	Incorporated herein by reference to Exhibit 3.2 to the Company’s 8k filed on February 25, 2015.
3.7	Articles of Amendment to Articles of Incorporation of American Resources Corporation dated November 8, 2018.	Filed as Exhibit 99.1 to the Company’s 8k filed on November 13, 2018, incorporated herein by reference.
3.8	Bylaws of American Resources Corporation, as amended and restated	Incorporated herein by reference to Exhibit 99.2 to the Company’s 8k filed on November 13, 2018.
4.1	Common Stock Purchase Warrant “B-4” dated October 4, 2017	Incorporated herein by reference to Exhibit 4.1 to the Company’s 8k filed on October 11, 2017.
4.2	Common Stock Purchase Warrant “C-1” dated October 4, 2017	Incorporated herein by reference to Exhibit 4.2 to the Company’s 8k filed on October 11, 2017.
4.3	Common Stock Purchase Warrant “C-2” dated October 4, 2017	Incorporated herein by reference to Exhibit 4.3 to the Company’s 8k filed on October 11, 2017.
4.4	Common Stock Purchase Warrant “C-3” dated October 4, 2017	Incorporated herein by reference to Exhibit 4.4 to the Company’s 8k filed on October 11, 2017.
4.5	Common Stock Purchase Warrant “C-4” dated October 4, 2017	Incorporated herein by reference to Exhibit 4.5 to the Company’s 8k filed on October 11, 2017.
4.6	Promissory Note for $600,000.00 dated October 4, 2017	Incorporated herein by reference to Exhibit 4.6 to the Company’s 8k filed on October 11, 2017.
4.7	Promissory Note for $1,674,632.14 dated October 4, 2017	Incorporated herein by reference to Exhibit 4.7 to the Company’s 8k filed on October 11, 2017.
4.8	Loan Agreement for up to $6,500,000 dated December 31, 2018	Incorporated herein by reference to Exhibit 99.1 to the Company’s 8k filed on January 3, 2019.
4.9	Promissory Note for up to $6,500,000 dated December 31, 2018	Incorporated herein by reference to Exhibit 99.2 to the Company’s 8k filed on January 3, 2019.
10.1	Secured Promissory Note	Incorporated herein by reference to Exhibit 99.1 to the Company’s 8k filed on May 15, 2018.
10.2	Security Agreement	Incorporated herein by reference to Exhibit 99.2 to the Company’s 8k filed on May 15, 2018.
10.3	Pledge Agreement	Incorporated herein by reference to Exhibit 99.3 to the Company’s 8k filed on May 15, 2018.
10.4	Guaranty Agreement	Incorporated herein by reference to Exhibit 99.4 to the Company’s 8k filed on May 15, 2018.
10.5	Bill of Sale	Incorporated herein by reference to Exhibit 99.5 to the Company’s 8k filed on May 15, 2018.
10.6	Sublease Agreement Between Colonial Coal Company, Inc. and McCoy Elkhorn Coal LLC	Incorporated herein by reference to Exhibit 99.1 to the Company’s 8k filed on May 1, 2018
10.7	Interim Operating Agreement	Incorporated herein by reference to Exhibit 99.2 to the Company’s 8k filed on May 1, 2018
10.8	Consolidated and Restated Loan and Security Agreement dated October 4, 2017	Incorporated herein by reference to Exhibit 10.1 to the Company’s 8k filed on October 11, 2017
10.9	Asset Purchase Agreement between Wyoming County Coal LLC and Thomas Shelton dated November 7, 2018	Incorporated herein by reference to Exhibit 10.9 to the Company’s registration statement filed on December 11, 2018.

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10.10	Asset Purchase Agreement between Wyoming County Coal LLC and Synergy Coal, LLC dated November 7, 2018	Incorporated herein by reference to Exhibit 10.10 to the Company’s registration statement filed on December 11, 2018.
10.11	Security Agreement	Incorporated herein by reference to Exhibit 99.3 to the Company’s 8k filed on January 3, 2019.
10.12	Purchase Order	Incorporated herein by reference to Exhibit 99.4 to the Company’s 8k filed on January 3, 2019.
10.13	Employment Agreement with Mark C. Jensen	Incorporated herein by reference to Exhibit 10.13 to the Company’s registration statement filed on February 6, 2019.
10.14	Employment Agreement with Thomas M. Sauve	Incorporated herein by reference to Exhibit 10.14 to the Company’s registration statement filed on February 6, 2019.
10.15	Employment Agreement with Kirk P. Taylor	Incorporated herein by reference to Exhibit 10.15 to the Company’s registration statement filed on February 6, 2019.
10.16	Employee Stock Option Plan	Incorporated herein by reference to Exhibit 10.16 to the Company’s registration statement filed on February 6, 2019.
10.17	Letter of Intent	Incorporated herein by reference to Exhibit 10.17 to the Company’s registration statement filed on February 6, 2019.
10.18	Merger Agreement with Colonial Coal	Incorporated herein by reference to Exhibit 10.18 to the Company’s registration statement filed on February 14, 2019.
10.19	Share Exchange Agreement to replace Merger Agreement with Colonial Coal	Incorporated herein by reference to Exhibit 10.19 to the Company’s registration statement filed on February 14, 2019.
14.1	Code of Conduct	Incorporated herein by reference to Exhibit 99.2 to the Company’s 8k filed on November 13, 2018.
14.2	Financial Code of Ethics	Incorporated herein by reference to Exhibit 99.3 to the Company’s 8k filed on November 13, 2018.
21.1	Subsidiaries of the Registrant	Filed Herewith
31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed Herewith
31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed Herewith
32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Filed Herewith
32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Filed Herewith
95.1	Mine Safety Disclosure pursuant to Regulation S-K, Item 104	Filed Herewith

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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 Labels Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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SIGNATURES

Pursuant to the requirements 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.

	AMERICAN RESOURCES CORPORATION
Date: August 18, 2025	By:	/s/ Mark C. Jensen
Date: November 14, 2025	By:	/s/ Mark C. Jensen
	Name:	Mark C. Jensen
	Title:	CEO, Chairman of the Board
		Principal Executive Officer

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