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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒	ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025

☐	TRANSITION REPORT UNDER 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 jurisdiction of Incorporation or organization		(I.R.S Employer Identification No.)

12115 Visionary Way Fishers, Indiana		46038
(Address of principal executive offices)		(Zip Code)

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

Securities registered under Section 12(b) of the Exchange Act: Title of each class Name of each exchange on which registered

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common, $0.0001 Par Value	AREC	NASDAQ Capital Market
Warrant	ARECW	NASDAQ Capital Market

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Exchange Act. ☐ Yes ☒ No

Indicate by check mark whether the registrant (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 and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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 ~~and post~~ such files). ☒ Yes ☐ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation s-K (§ 229.405 of this chapter is not contained herein and will not be contained to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐ 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 “large accelerated filer”, “accelerated filer” “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☐	Smaller reporting company	☒
(Do not check if a smaller 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 Act). ☐ Yes ☒ No

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒ ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter; $~~131~~63,~~330~~949,~~970~~282.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

The number of shares outstanding of the issuer’s Common Stock, $.0001 par value, as of May 1619, ~~2025~~2026 was 80106,~~512~~971,~~817~~272 shares.

DOCUMENTS INCORPORATED BY REFERENCE

~~List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e~~None.g., Part I, Part II, etc.) into which the documents is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).

AMERICAN RESOURCES CORPORATION

ANNUAL REPORT ON FORM 10-K

Fiscal Year Ended December 31, ~~2024~~2025

TABLE OF CONTENTS

		Page
Special Note Regarding Forward Looking Statements		3
PART I
Item 1.	Business	4
Item 1A.	Risk Factors	236
Item 1B.	Unresolved Staff Comments	246
Item 2.	Properties	246
Item 3.	Legal Proceedings	247
Item 4.	Mine Safety Disclosures	247
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	258
Item 6.	Selected Financial Data	2912
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2912
Item 7A.	Quantitative and Qualitative Disclosure About Market Risk	3415
Item 8.	Financial Statements and Supplementary Data	3415
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	3415
Item 9A.	Controls and Procedures	3415
Item 9B.	Other Information	3516
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	3617
Item 11.	Executive Compensation	4223
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	4526
Item 13.	Certain Relationships and Related Transactions, and Director Independence	4728
Item 14.	Principal Accounting Fees and Services	4829
PART IV
Item 15.	Exhibits, Financial Statement Schedules	5030
Signatures		5232

Table of Contents

Special Note Regarding Forward Looking Statements.

This annual report on Form 10-K of American Resources Corporation for the year ended December 31, ~~2024~~2025 contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. To the extent that such statements are not recitations of historical fact, such statements constitute forward looking statements which, by definition involve risks and uncertainties. In particular, statements under the Sections; Description of Business, Management’s Discussion and Analysis of Financial Condition and Results of Operations contain forward looking statements. Where in any forward-looking statements, the Company expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished.

You should not rely on forward looking statements in this annual report. This annual report contains forward looking statements that involve risks and uncertainties. We use words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” and similar expressions to identify these forward-looking statements. Prospective investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this annual report. Our actual results could differ materially from those anticipated in these forward-looking statements.

Table of Contents

PART I

Item 1. Business.

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~~AIC).

American Infrastructure Corporation currently has ~~seven~~six 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. The Company also looks for opportunities to invest and operate new and innovate technologies within the mineral and infrastructure industry.

WeOn ~~have~~December ~~not classified~~25, ~~and as a result~~2025, doit ~~not~~was ~~have~~determined ~~any~~that ~~“proven”~~ARC orwas ~~“probable”~~no ~~reserves~~longer asthe ~~defined~~primary inbeneficiary ~~United States Securities and Exchange Commission Items 1300 through 1305~~ of ~~Regulation~~AIC ~~S-K,~~ and asno alonger ~~result,~~was ~~our~~required ~~company and its business activities are deemed~~ to beconsolidate inAIC’s ~~the~~financial ~~exploration stage until mineral reserves are defined on our properties~~reporting.

~~Since~~On ~~mid-2019~~December 26, we2025, ~~have~~it ~~not~~was ~~mined~~determined orthat ~~sold~~ReElement ~~coal~~was ~~which~~no islonger ~~sold~~a ~~into~~variable ~~the~~interest ~~thermal~~entity ~~coal markets. Due to adverse market conditions all mining operations are currently idled. Should mining operations commence, all production~~ and ~~future~~ARC ~~investment~~had ~~will~~no beongoing ~~for~~requirement ~~the~~to ~~mining~~consolidate ofReElement’s ~~metallurgical~~financial ~~coal~~reporting. ~~The following table is presented for historical purposes.~~

Historic Metallurgical Coal Prices			Historic CAPP Thermal Coal Prices
Year End	Hampton Road Index HCC - High		Year End	Big Sandy / Kanawha Rate District
2014	$	100.35	2014	$	56.00
2015	$	80.25	2015	$	45.55
2016	$	223.00	2016	$	50.65
2017	$	210.00	2017	$	60.90
2018	$	205.34	2018	$	68.12
2019	$	135.00	2019	$	60.30
2020	$	101.00	2020	$	54.35
2021	$	342.00	2021	$	92.50
2022	$	364.53	2022	$	148.57
2023	$	327.00	2023	$	78.65
2024	$	310.00	2024	$	75.25

EMC continues to be fully consolidated and controlled by the Company.

Table of Contents

~~McCoy Elkhorn Coal LLC~~Competition

~~General:~~The global commodity industry for critical minerals, rare earth element and coal is intensely competitive. When evaluating areas of competition, the most important factors on which the Company competes are mineral quality, delivered costs to the customer and reliability of supply. Principal domestic competitors are MP Materials, Lithium Americas, Ramaco Resources, 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.

~~Located~~Legal 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. Proceedings

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

~~Approximate~~Please ~~coal~~see ~~deposits~~financial ~~owned~~statement ~~and~~Note ~~leased as of December 31, 2024 are 0 tons and~~ 11~~,108,724~~ ~~tons,~~for ~~respectively.~~detail ~~Current leases contain minimum annual payments of $20,000 and production royalty payments based~~ on ~~gross sales price~~cases.

~~Mines:~~5 Table of Contents

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 3rd party mineral holders. Coal mined from the lease requires a payment of greater of $2.50 per ton or 5% of gross sales price.Employees

~~Within~~ARC ~~the~~and ~~McCoy~~its ~~Elkhorn~~operating ~~subsidiary~~subsidiaries, ~~Carnegie~~employ 1a iscombination ~~deemed material under Items 1304~~ of ~~Regulation~~company ~~S-K. The~~employees ~~Carnegie 1 is an underground mine in the Alma~~ and ~~Upper~~contract ~~Alma coal seams and located near Kimper, Kentucky~~labor. ~~When~~The ~~operating,~~Company ~~coal~~ is ~~mined~~continually ~~via~~evaluating ~~room-and-pillar mining methods utilizing a continuous miner with~~ the ~~estimated~~use ~~capacity to produce up to approximately 10,000 tons per month~~ of ~~coal.~~company ~~The~~employees ~~coal is stockpiled on-site~~ and ~~trucked~~contract ~~approximately~~labor ~~7 miles~~ to ~~McCoy~~determine ~~Elkhorn’s~~the ~~preparation~~optimal ~~facilities.~~mix Inof ~~2023~~each, ~~Carnegie~~given ~~1 produced~~the ~~approximately~~needs ~~67,000 tons and sold at an average~~ of ~~$180 per ton. The mineral mined is leased from a 3rd party professional mineral company with lease payments based on~~ the ~~greater of $1~~Company.~~75 per ton or 6% of gross sales price.~~

~~Carnegie~~The 2Company iscurrently ~~also~~has an7 ~~underground~~direct ~~mine in the Alma and Upper Alma coal seams and located near Kimper, Kentucky~~employees. ~~When~~The ~~operating,~~Company ~~coal~~ is ~~mined~~headquartered ~~via~~in ~~room-and-pillar~~Fishers, ~~mining~~Indiana ~~methods utilizing a continuous miner~~ with ~~the~~four ~~estimated~~members ~~capacity to produce up to approximately 10,000 tons per month~~ of ~~coal.~~the ~~The coal is stockpiled on-site and trucked approximately 7 miles to McCoy Elkhorn~~Company’s ~~preparation~~executive ~~facilities.~~team Inbased ~~2023, the Carnegie 2 Mine produced approximately 13,000 tons and sold~~ at anthis ~~average of $237 per ton~~location. ~~The mineral being mined is leased from a 3rd party professional mineral company with lease payments based on the greater of $1.75 per ton or 6% of gross sales price.~~

5Item ~~Table~~1A. ofRisk ~~Contents~~Factors.

~~Processing~~Because &we ~~Transportation:~~are a Smaller Reporting Company, we are not required to provide the information required by this item.

~~The~~Item ~~Bevins #1 Preparation Plant is an 800 ton-per hour coal preparation facility located near Meta, Kentucky, across the road from Mine #15~~1B. ~~Bevins~~Unresolved #1Staff ~~has raw coal stockpile storage of approximately 25,000 tons and clean coal stockpile storage of 100,000 tons of coal~~Comments. ~~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~~Not ~~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~~applicable. ~~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~~Item ~~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~~Properties. 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.

~~Although~~ARC’s ~~currently~~principal ~~idle,~~offices ~~Bevins~~are #1located ~~and~~at ~~Bevins~~12115 #2Visionary Way, asFishers, ~~well~~Indiana as46038. ~~the~~We ~~rail~~pay ~~loadout~~$9,178 noper ~~work~~month isin ~~required~~rent ~~beyond~~for ~~routine~~the ~~maintenance~~office tospace ~~recommence~~and ~~operations~~the lease expires in June 2034. The ~~2017~~rent ~~purchase~~is ~~price~~subject ~~allocated~~ to ~~the~~escalation ~~McCoy~~payments ~~Elkhorn~~on ~~properties~~an ~~was~~annual ~~approximately $95,000~~basis.

~~Due~~6 toTable ~~the~~of ~~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.~~Contents

~~Additional~~Electrified ~~Permits:~~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.

InElectrified ~~addition~~Materials toCorporation ~~the~~leases ~~above~~outdoor ~~mines,~~storage ~~McCoy~~space ~~Elkhorn~~from ~~holds~~LRR ~~11 additional coal mining permits that are idled operations or~~ in ~~various stages of reclamation. For these other idle coal mining operations~~Noblesville, ~~McCoy~~Indiana ~~Elkhorn~~at ~~will~~a ~~determine~~monthly ~~which~~rent ~~coal~~rate ~~mines~~of ~~to bring back into production~~$20,000. ifThe ~~any,~~lease asexpires ~~the coal market changes, and there are currently no other idled mines within McCoy Elkhorn that are slated to go into production~~ in ~~the~~December ~~foreseeable future~~2028. ~~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.~~

~~Below~~Electrified isMaterials aCorporation ~~map~~leases ~~showing~~commercial ~~the~~production, ~~material~~office ~~properties~~and outdoor storage space at ~~McCoy~~3 ~~Elkhorn:~~ 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.

6Item ~~Table~~3. ofLegal ~~Contents~~Proceedings.

~~Knott~~From ~~County~~time ~~Coal~~to ~~LLC~~time, we are subject to ordinary routine litigation incidental to our normal business operations.

~~General:~~Please see financial statement note 11 for detail on cases.

~~Located~~Item ~~primarily~~4. ~~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~~Safety ~~22 idled mining permits (or permits in reclamation), including the permits associated with the idled Supreme Energy Preparation Plant~~Disclosures. 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 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 Annual Report.

~~The~~7 ~~Wayland~~Table ~~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. Contents

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

~~The~~Market ~~idled Supreme Energy Preparation Plant is a 400 ton-per-hour coal preparation facility with a fine coal circuit located in Kite, Kentucky~~Information. 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.

~~The~~Our ~~Supreme~~Class ~~Energy~~A ~~Preparation~~Common ~~Plant~~Stock (also referred to as common stock or shares) is ~~owned~~presently bytraded ~~Knott~~on ~~County~~the ~~Coal~~NASDAQ Capital Market under the ticker symbol AREC. Our common stock has been thinly traded since our Company’s inception. Moreover, ~~subject~~we todo ~~certain~~not ~~restrictions~~believe ~~present~~that any institutional or other large-scale trading of our stock has occurred or will in fact occur in the ~~agreement~~near ~~between~~future. ~~Knott~~The ~~County~~following ~~Coal~~table sets forth information as reported by the Nasdaq Capital Markets for the high and low bid and ask prices for each of the ~~surface~~eight ~~landowner~~quarters ending December 31, ~~Land~~2025 ~~Resources~~for &our ~~Royalties~~common ~~LLC~~stock. ~~During~~The ~~2024~~following ~~components~~prices ofreflect ~~the~~inter-dealer ~~Supreme~~prices ~~Energy~~without ~~Preparation~~retail ~~Plant~~markup, ~~have~~markdown ~~been~~or ~~transferred~~commissions asand ~~part~~may ofnot ~~the~~reflect ~~WCC~~actual ~~development~~transactions.

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.

	High		Low
Quarters ending in 2025
March 31	$	0.92	$	0.43
June 30		1.68		0.38
September 30		3.33		0.78
December 31	$	7.11	$	2.08
Quarters ending in 2024
March 31	$	1.78	$	1.68
June 30		1.59		1.48
September 30		0.99		0.41
December 31	$	1.34	$	0.84

~~Additional~~(b) ~~Permits:~~Holders

InAs ~~addition~~of toDecember 31, 2025, the ~~above~~Company ~~mines,~~had ~~Knott~~125 ~~County~~Class ~~Coal~~A ~~holds~~Common 20Stock ~~additional~~shareholders ~~coal~~of ~~mining~~record ~~permits~~holding 23,642,047 ~~idled~~shares orof inour ~~various~~Class ~~stages~~A ofCommon ~~reclamation~~Stock issued and outstanding. ~~Any~~This ~~idled~~number ~~mines~~includes ~~that~~one ~~are~~position ~~brought~~at ~~into~~Cede ~~production~~& ~~would~~Co., ~~require~~which ~~significant~~includes ~~upfront~~an ~~capital~~unknown ~~investment~~number ~~and~~of ~~there~~shareholders isholding noshares ~~assurance~~of 83,277,782 Class A Common Stock. The number of ~~the~~both ~~feasibility~~shareholders of ~~any~~record ~~such~~and ~~new~~beneficial ~~operations~~shareholders may change on a daily basis and without the Company’s immediate knowledge.

7(c) ~~Table of Contents~~Dividends

~~Below~~Holders isof acommon ~~map~~stock ~~showing~~are entitled to receive dividends as may be declared by our Board of Directors and, in the ~~location~~event of liquidation, to share pro rata in any distribution of assets after payment of liabilities and preferred shareholders. Our Board of Directors has sole discretion to determine: (i) whether to declare a dividend; (ii) the ~~idled~~dividend ~~Supreme~~rate, ~~Energy~~if ~~Prep~~any, ~~Plant~~on the shares of any class of series of our capital stock, ~~Raven~~and ~~Prep~~if ~~Plant~~so, ~~Loadouts~~from which date or dates; and (iii) the relative rights of priority of payment of dividends, if any, between the various classes and ~~plant~~series ~~impoundments~~of atour ~~Knott~~capital ~~County~~stock. ~~Coal:~~ We have not paid any dividends and do not have any current plans to pay any dividends.

~~Deane~~8 ~~Mining~~Table ~~LLC~~of Contents

~~General:~~Public market for common stock

~~Located within Letcher County and Knott County~~Effective, ~~Kentucky,~~February ~~Deane Mining LLC is comprised of one active underground coal mine (the Access Energy Mine)~~15, ~~one active surface mine (Razorblade Surface) and one active coal preparation facility called Mill Creek Preparation Plant~~2019, ~~along with 12 additional idled mining permits (or permits in reclamation).~~ The ~~idled~~Company’s ~~mining~~Common ~~permits~~Stock ~~are~~began ~~either~~trading inon ~~various stages of development, reclamation or being maintained as idled, pending any changes to~~ the ~~coal~~NASDAQ ~~market~~Capital ~~that may warrant re-starting production~~Market. 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. Approximate coal deposits owned by Deane Mining is 0 tons and leased by Deane Mining totals 0 tons.

8Recent ~~Table~~Sales of ~~Contents~~Unregistered Securities.

~~Mines:~~CLASS A COMMON STOCK

~~Access~~During ~~Energy~~the isperiods aending ~~deep~~December ~~mine~~31, in2025 ~~the~~and ~~Elkhorn~~December 331, ~~coal~~2024, ~~seam~~the ~~and~~Company ~~located~~engaged in ~~Deane,~~the ~~Kentucky.~~sale ~~Access~~of ~~Energy~~its isunregistered ~~mined~~securities ~~via~~as ~~room-and-pillar~~described ~~mining~~below. ~~methods~~The ~~using~~shares ~~continuous~~of ~~miners,~~our ~~and~~Class ~~the~~A ~~coal~~Common isStock ~~belted~~were ~~directly~~issued pursuant to an exemption from ~~the~~registration ~~mine~~in toSection 4(a)(2) of the ~~raw~~Securities ~~coal~~Act ~~stockpile~~of at1933. These shares of our Class A Common Stock qualified for exemption under Section 4(a)(2) of the ~~Mill~~Securities ~~Creek~~Act ~~Preparation~~of ~~Plant~~1933 ~~across~~since the ~~road~~issuance ~~from~~of ~~Access~~shares ~~Energy~~by us did not involve a public offering. ~~Access~~The ~~Energy~~offering iswas ~~currently~~not a “~~company~~public ~~run~~offering” ~~mine,~~as ~~whereby~~defined ~~the~~in ~~Company~~Section ~~manages~~4(a)(2) due to the ~~workforce~~insubstantial atnumber of persons involved in the ~~mine~~deal, ~~and~~size ~~pays~~of ~~all~~the ~~expenses~~offering, manner of the ~~mine.~~offering ~~The~~and ~~Company~~number ~~acquired~~of ~~Access~~shares ~~Energy~~offered. asWe did not undertake an ~~idled~~offering ~~mine,~~in ~~and~~which ~~since~~we ~~acquisition~~sold a high number of shares to a high number of investors. In addition, ~~the~~these ~~primary~~shareholders ~~work~~had ~~completed~~necessary atinvestment ~~Access~~intent ~~Energy~~as required by ~~the~~Section ~~Company~~4(a)(2) ~~includes~~since ~~mine~~they ~~rehabilitation~~agreed ~~work~~to inreceive ~~preparation~~share ~~for~~certificates ~~production,~~bearing ~~air~~a ~~ventilation~~legend ~~enhancements~~stating ~~primarily~~that ~~through~~such ~~brattice~~shares ~~work,~~are ~~and~~restricted ~~installing~~pursuant ~~underground~~to ~~mining~~Rule ~~infrastructure~~144 asof the ~~mine~~1933 ~~advances~~Act. ~~due~~This torestriction ~~coal~~ensures ~~extraction.~~that ~~Access~~these ~~Energy~~shares ~~has~~would ~~the~~not ~~estimated~~be ~~capacity~~immediately toredistributed ~~produce~~into upthe tomarket ~~approximately~~and ~~20,000~~therefore ~~tons~~not ~~per~~be ~~month~~part of ~~coal.~~a In“public ~~2024,~~offering.” ~~Access~~All ~~Energy~~shareholders ~~produced~~are ~~approximately~~“sophisticated 0investors” ~~tons.~~and Inare ~~2024~~family members, ~~Access~~friends ~~Energy~~or ~~produced~~business ~~approximately~~acquaintances 0of ~~tons.~~our ~~During~~officers ~~2019,~~and ~~the~~directors. ~~permit~~Based ~~related~~on toan analysis of the ~~Access~~above ~~Energy~~factors, ~~mine~~we ~~was~~believe ~~idled~~we ~~and~~have ismet ~~not~~the ~~expected~~requirements to ~~produce~~qualify ~~again~~for exemption under ~~the~~section ~~Company’s~~4(a)(2) ~~control~~of ~~due to~~ the ~~continued~~Securities ~~focused~~Act onof ~~the~~1933 ~~metallurgical~~for ~~and~~this ~~industrial markets~~transaction.

~~Razorblade~~Class ~~Surface~~A isCommon aStock ~~surface~~Activity ~~mine~~Disclosure: currently mining the Hazard 4 and Hazard 4 Rider coal seams and located in Deane, Kentucky. Razorblade Surface is mined via contour, auger, and highwall mining methods, and the coal is stockpiled on site where it trucked to the Mill Creek Preparation Plant approximately one mile away for processing. Razorblade Surface is run as both a contractor mine and as a “company run” mine for coal extraction and began extracting coal in spring of 2018. Coal produced from Razorblade Surface is trucked approximately one mile to the Mill Creek Preparation Plant. The Company acquired the Razorblade Surface mine as a new, undisturbed mine, and since acquisition, the primary work completed at Razorblade Surface has been some initial engineering work and removing overburden to access the coal. Razorblade Surface mine has the estimated capacity to produce up to approximately 8,000 tons per month of coal and started production in mid-2018 with nominal coal extracted and sold as thermal coal. 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.

The coal production from Deane Mining LLC was currently sold a utility located in southeast United States under a contract that expired December 2018 and extended until June 2019, along with coal sold in the spot market. Deane Mining is in discussions with various customers to sell additional production from Access Energy, Razorblade, and Wayland Surface mines, combined with other potential regional coal production, as pulverized coal injection (PCI) to steel mills, industrial coal, and thermal coal to other utilities for electricity generation.

Year	Transaction Description	Shares Issued (Re-purchased)
2024	Issued pursuant to warrant conversions		902,419
2024	Issued pursuant to debt conversions		595,790
2024	Issued pursuant to consulting arrangements		102,500
2024	Issued pursuant to stock option exercises		148,000
	2024 Total Issued		1,748,709

2025	Exercise of cashless common stock options		577,676
2025	Issued to settle accounts payable and accrued expense		7,299,143
2025	Common stock issued to settle long-term debt		1,500,726
2025	Exercise of warrants for common stock		2,162,807
	Issuance of common shares for consulting services		59,978
2025	Proceeds from equity offering		17,323,420
	2025 Net Issued		28,923,750

~~Processing~~SERIES &A ~~Transportation:~~PREFERRED STOCK

~~The~~Our ~~Mill~~certificate ~~Creek~~of ~~Preparation~~incorporation ~~Plant~~authorizes isour anboard ~~800~~of ~~ton-~~directors, subject to any limitations prescribed by law, without further stockholder approval, to establish and to issue from time to time our Series A Preferred stock, par value $0.0001 per~~-hour~~ ~~coal~~share, ~~preparation~~covering ~~facility~~up ~~located~~to inan ~~Deane~~aggregate of 5,000,000 ~~Kentucky~~shares of Series A Preferred stock. The ~~associated~~Series ~~Rapid~~A ~~Loader~~Preferred ~~rail~~stock ~~loadout~~will iscover athe ~~batch-weight~~number ~~rail~~of ~~loadout~~shares ~~with~~and ~~110~~will ~~car~~have ~~storage~~the ~~capacity~~powers, preferences, rights, qualifications, limitations and ~~services~~restrictions determined by ~~CSX~~the ~~Transportation~~board inof ~~their~~directors, ~~Big~~which ~~Sandy~~may ~~and~~include, ~~Elkhorn~~among ~~rate~~others, ~~districts.~~dividend ~~The~~rights, ~~Mill~~liquidation ~~Creek~~preferences, ~~Preparation~~voting ~~Plant~~rights, isconversion ~~owned~~rights, preemptive rights and redemption rights. Except as provided by ~~Deane~~law ~~Mining~~or in a preferred stock designation, ~~subject~~the holders of preferred stock will not be entitled to ~~certain~~vote ~~restrictions~~at ~~present~~or inreceive ~~the~~notice ~~agreement~~of ~~between~~any ~~Deane~~meeting ~~Mining~~of ~~and~~stockholders. Effective November 5, 2018, the ~~surface~~eleven ~~landowner~~Series A Preferred holders elected to proportionally convert a total of 4,336,012 ~~Land~~of ~~Resources~~the &4,817,792 ~~Royalties~~total ~~LLC.~~Series WeA ~~are~~Preferred ~~currently~~stock ~~utilizing~~outstanding ~~less~~into ~~than~~14,453,373 ~~10%~~common shares of the ~~available~~company, ~~processing~~and ~~capacity~~as a result, 481,780 shares of Series A Preferred stock remained. On February 14, 2019, the ~~Mill~~remaining ~~Creek~~outstanding ~~Preparation~~shares ~~Plant~~of Series A Preferred stock were converted into 1,509,070 common shares of the company.

~~Both~~Pursuant to the ~~Mill~~Series ~~Creek~~A ~~Preparation~~Preferred ~~Plant~~Stock ~~and~~Designation, the ~~rail~~holders ~~loadout~~of the Series A Preferred stock are ~~operational,~~entitled ~~and~~to ~~any~~three ~~work~~hundred ~~required~~thirty-three and one-third votes, on ~~any~~an “as-converted” basis, per each Series A Preferred share held of ~~the~~record ~~plant~~on orall ~~loadouts~~matters ~~would~~to be ~~routine~~voted ~~maintenance~~upon by the stockholders. The ~~allocated~~holders ~~cost~~ of ~~for~~ the ~~property~~Series atA ~~Deane~~Preferred ~~Mining~~stock ~~paid~~are bynot ~~the~~entitled ~~Company~~to isreceive ~~$1,569,641~~dividends.

~~Additional~~The ~~Permits:~~holders of the Series A Preferred stock are entitled to convert into common shares, at the holder’s discretion, at a rate of one Series A Preferred share for three and one-third common shares. Any fractional common shares created by the conversion is rounded to the nearest whole common share.

InUpon ~~addition~~our toliquidation, ~~the above mines and preparation facility~~dissolution, ~~Deane~~distribution ~~Mining~~of ~~holds~~assets 12or ~~additional~~other ~~coal~~winding ~~mining permits that are in development~~up, ~~idled~~the orholders ~~in various stages~~ of ~~reclamation.~~the ~~Any~~Series ~~idled~~A ~~mines~~Preferred ~~that~~stock ~~are~~shall ~~brought~~be ~~into~~entitled ~~production~~to ~~would~~receive ~~require~~in ~~significant~~preference ~~upfront~~to ~~capital~~the ~~investment~~holders ~~and~~of ~~there~~the isCommon noStock ~~assurance~~a ofper ~~the~~share ~~feasibility~~amount ofequal ~~any~~to ~~such~~$1.65 ~~new~~per ~~operations~~share.

Table of Contents

~~Below~~SERIES isB aPREFERRED ~~map showing the material properties at Deane Mining:~~ STOCK

~~Wyoming~~Our ~~County~~certificate ~~Coal~~of ~~LLC~~incorporation authorizes our Board of Directors, subject to any limitations prescribed by law, without further stockholder approval, to establish and to issue from time to time our Series B Preferred stock, par value $0.001 per share, covering up to an aggregate of 20,000,000 shares of Series B Preferred stock. The Series B Preferred stock will cover the number of shares and will have the powers, preferences, rights, qualifications, limitations and restrictions determined by the Board of Directors, which may include, among others, dividend rights, liquidation preferences, voting rights, conversion rights, preemptive rights and redemption rights. Except as provided by law or in a preferred stock designation, the holders of preferred stock will not be entitled to vote at or receive notice of any meeting of stockholders. As of December 31, 2025, and 2024, 0 shares of Series B Preferred stock are outstanding. The amount outstanding as of 2017 includes 850,000 shares of Series B Preferred stock issued to investors and 53,157 shares of Series B Preferred stock issued as part of the 8.0% annual dividend that is accrued and paid in-kind, as described below.

~~General:~~The holders of Series B Preferred shares are entitled to no voting rights until the holder converts any or all of their Series B Preferred shares to common shares. The holders of the Series B Preferred shall accrue and pay-in-kind with additional Series B Preferred stock a dividend based on an 8.0% annual percentage rate, compounded quarterly in arrears, for any Series B Preferred stock that is outstanding at the end of such prior quarter.

~~Located~~The ~~within~~holders ~~Wyoming County, West Virginia, Wyoming County Coal (WCC) is comprised~~ of ~~two~~the ~~idled~~Series ~~underground~~B ~~mining~~Preferred ~~permits~~stock ~~and~~are ~~the~~entitled ~~three~~to ~~permits~~convert ~~associated~~into ~~with~~common ~~the idled Pioneer Preparation Plant~~shares, at the ~~Hatcher~~holder’s ~~rail loadout~~discretion, ~~and~~at ~~Simmons~~a ~~Fork~~conversion ~~Refuse~~price ~~Impoundment.~~of ~~The~~Three ~~two~~Dollars ~~idled~~Sixty ~~mining~~Cents ~~permits~~($3.60) ~~are~~per ~~undisturbed~~share ~~underground~~of ~~mines~~common ~~that~~stock, ~~are~~subject ~~anticipated~~ to ~~utilize~~certain ~~room-and-pillar~~price ~~mining.~~adjustments ~~Approximate~~found ~~coal~~in ~~deposits~~the ~~owned~~Series ~~and~~B ~~leased~~Preferred ~~are~~stock ~~5,668,00~~purchase ~~tons and 0 tons, respectively~~agreements.

~~Mines:~~Upon our liquidation, dissolution, distribution of assets or other winding up, the holders of Series B Preferred shares shall have a liquidation preference to the common shares and Series A Preferred shares outstanding in the amount equal to the amount initially invested by the Series B Preferred holder in the Series B Preferred stock at the time of such investment minus the pro rata amount that has been converted into common stock or redeemed.

~~The~~On ~~mining~~November ~~permits~~7, ~~held~~2018, byall ~~WCC~~outstanding ~~are~~shares intotaling ~~various~~964,290 ~~stages~~Series ofB ~~planning~~preferred ~~and~~shares ~~development~~were ~~with~~converted nointo ~~mines~~267,859 ~~currently~~common shares of the company in ~~production~~a cashless conversion.

~~Potential~~SERIES ~~customers~~C ofPREFERRED ~~WCC would include steel mills in the United States or international marketplace although no definitive sales have been identified yet.~~STOCK

10Our ~~Table~~certificate of ~~Contents~~incorporation authorizes our Board of Directors, subject to any limitations prescribed by law, without further stockholder approval, to establish and to issue from time to time our Series C Preferred stock, par value $0.001 per share, covering up to an aggregate of 20,000,000 shares of Series C Preferred stock. The Series C Preferred stock will cover the number of shares and will have the powers, preferences, rights, qualifications, limitations and restrictions determined by the Board of Directors, which may include, among others, dividend rights, liquidation preferences, voting rights, conversion rights, preemptive rights and redemption rights. Except as provided by law or in a preferred stock designation, the holders of preferred stock will not be entitled to vote at or receive notice of any meeting of stockholders.

~~Processing~~The &holders ~~Transportation:~~of Series C Preferred shares are entitled to vote on an “as-converted” basis of one share of Series C Preferred Stock voting for one vote of common stock. The holders of the Series C Preferred shall accrue and pay-in-kind with additional Series C Preferred stock a dividend based on a 10.0% annual percentage rate, compounded annually in arrears, for any Series C Preferred stock that is outstanding at the end of such prior year.

~~The~~10 ~~idled~~Table ~~Pioneer~~of 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. When operating, the refuse from the preparation facility will be 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.Contents

InThe ~~June~~holders ~~2023,~~of ~~WCC~~the ~~closed~~Series onC anPreferred ~~Industrial~~stock ~~Development~~are ~~Bond~~entitled into ~~the~~convert ~~amount~~into ofcommon ~~$45~~shares,~~000,000~~ ~~for~~at the ~~purpose~~holder’s discretion, at a conversion price of ~~financing~~Six ~~the~~Dollars ~~development~~($6.00) per share of common stock, subject to certain price adjustments found in the ~~permits~~Series ~~and~~C ~~infrastructure~~Preferred stock purchase agreements. As Should the company complete an equity offering (including any offering convertible into equity of ~~December~~the ~~31,~~Company) ~~2024~~of ~~and~~greater ~~2023,~~than ~~approximately~~Five Million Dollars ($325,~~500~~000,000) ~~and~~(the $9“Underwritten Offering”),~~500,000~~ then the Series C Preferred stock shall be automatically and without notice convertible into Common Stock of the ~~$36,500,000~~company ~~initial~~concurrently ~~project~~with ~~fund~~the ~~have~~subsequent ~~been~~Underwritten ~~expended,~~Offering ~~respectively~~at the same per share offering price of the Underwritten Offering. ~~Due~~ toIf athe ~~delay~~Underwritten inOffering ~~government~~occurs ~~approvals~~within ~~and~~twelve months of the ~~expansion~~issuance of ~~rare~~the ~~earth~~Series ~~concentrations~~C itPreferred isstock ~~undeterminable~~to asthe holder, the annual dividend of 10.0% shall become immediately accrued to ~~when~~the ~~meaningful~~balance ~~operations~~of ~~will~~the ~~commence~~Series C Preferred stock and ~~the~~converted ~~additional~~into ~~capital~~the ~~expenditures~~Underwritten ~~required~~Offering.

InUpon ~~connection~~our ~~with~~liquidation, ~~the~~dissolution, ~~Industrial~~distribution ~~Development~~of ~~Bond~~assets ~~financing,~~or ~~the~~other ~~Company~~winding isup, in the ~~process~~holders of ~~upgrading~~Series ~~and~~C ~~redeveloping~~Preferred ~~the~~shares ~~preparation~~shall ~~facility~~have to a ~~modern~~liquidation ~~350~~preference ~~ton~~to ~~per~~the ~~hour~~common ~~preparation~~shares ~~facility~~at ~~and~~an ~~upgrading~~amount ~~the~~equal ~~rail load out facility~~ to a$1.00 ~~modern~~per ~~batch weight load out system~~share.

~~The~~On ~~Company~~November ~~acquired~~27, ~~the~~2018, ~~Pioneer~~50,000 ~~Preparation~~shares ~~Plant~~of asSeries anC ~~idled~~preferred ~~facility. The~~shares ~~purchase~~were ~~price~~sold ~~allocated~~at to$1.00 ~~the~~per ~~Wyoming~~share ~~County~~resulting ~~Coal~~in ~~property~~proceeds ~~was approximately $22,300,000~~ of ~~which approximately~~ $2250,~~100,~~000 ~~was~~for ~~settled with shares of~~ the Company’s. ~~Class~~On AFebruary ~~Common~~21, ~~stock.~~2019, ~~The~~all ~~remaining~~outstanding ~~portion~~shares ~~was~~totaling ~~satisfied~~50,000 inof ~~the~~Series ~~form~~C ofpreferred ashares ~~convertible~~were ~~note~~converted ~~which~~into ~~was~~122,750 ~~converted~~shares toof ~~Company~~Class ~~common~~A ~~stock~~Common Stock in ~~December~~a ~~2020~~cashless exchange.

~~Permits:~~“BLANK CHECK” PREFERRED STOCK

~~Wyoming~~Our ~~County~~certificate ~~Coal~~of ~~holds~~incorporation ~~two~~authorizes ~~coal~~our ~~mining~~board ~~permits~~of ~~that~~directors, ~~are~~subject into ~~the~~any ~~development~~limitations ~~phase~~prescribed ~~including~~by ~~faceup~~law, ~~and~~without ~~infrastructure~~further ~~work~~stockholder approval, to establish and ~~three~~to ~~permits~~issue ~~associated~~from ~~with~~time ~~the~~to ~~idled~~time ~~Pioneer~~up ~~Preparation~~to ~~Plant~~an aggregate of 70,000,000 ~~the~~shares ~~Hatcher~~of ~~rail~~preferred ~~loadout,~~stock ~~and~~that ~~Simmons~~is ~~Fork~~considered ~~Refuse~~“blank ~~Impoundment~~check”. The blank check preferred stock shall be designed by the Board of Directors at the time of classification.

~~Below~~OPTIONS isAND ~~a map showing the location of the idled Pioneer Prep Plant, Hatcher rail Loadout, and Simmons Fork Refuse Impoundment at Wyoming County Coal:~~ WARRANTS

11The ~~Table~~Company ofhas ~~Contents~~issued stock options and warrants to employees, directors, consultants, and investors under equity compensation arrangements and financing transactions.

~~Perry~~Shares ~~County~~of ~~Resources~~Class ~~LLC~~A common stock underlying these options and warrants are authorized and reserved for issuance but are not considered issued or outstanding until such options or warrants are exercised.

~~General:~~Upon exercise, shares issued pursuant to options or warrants are issued either under an effective registration statement or pursuant to an exemption from registration, depending on the terms of the underlying instrument and the applicable securities law provisions.

~~Located~~As ~~primarily~~of ~~within~~December ~~Perry County~~31, ~~Kentucky~~2025, ~~Perry~~the ~~County~~Company ~~Resources~~had ~~LLC~~outstanding isoptions ~~comprised of one idled underground mine (the E4-2 mine)~~ and ~~one~~warrants ~~idled~~exercisable ~~coal~~into ~~processing~~shares ~~facility~~of ~~called~~Class ~~the~~A ~~Davidson~~common ~~Branch Preparation Plant~~stock, ~~along~~ with ~~two~~shares ~~additional~~reserved ~~idled~~under ~~underground~~the ~~mining~~Company’s ~~permits.~~authorized ~~The~~but ~~E4-2~~unissued ~~mine~~common ~~and~~stock ~~Davidson~~to ~~Branch~~satisfy ~~Preparation~~such ~~Plan~~potential ~~are located at 1845 KY-15 Hazard, KY 41701~~exercises.

~~The~~SECURITIES ~~two~~PURCHASE 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.AGREEMENTS

~~Mines:~~During 2025, the Company entered into securities purchase agreements with certain investors for the private placement of 9,480,282 shares of common stock at $3.55 per share. The Company filed a registration statement on Form S-1 regarding this event.

~~Within~~During 2025, the ~~Perry~~Company ~~County~~entered ~~subsidiary,~~into ~~E4-2~~securities ~~mine~~purchase isagreements ~~deemed~~with ~~material~~certain ~~under~~investors ~~Items~~pursuant ~~1304~~to ofwhich ~~Regulation~~it ~~S-K. The~~agreed ~~E4-2~~to ~~mine~~issue isand ansell, ~~underground mine~~ in ~~the~~a ~~Elkhorn~~private 4placement ~~(aka~~offering, ~~the~~an ~~Amburgy)~~aggregate ~~coal seam located near the town~~ of ~~Hazard~~2, ~~Kentucky. When operating~~661,764 ~~coal~~shares isof ~~mined~~common ~~via~~stock ~~room-and-pillar~~at ~~mining~~a ~~methods~~purchase ~~using~~price ~~both~~of ~~continuous~~$5.10 ~~miners~~per ~~and~~share ~~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~~pre-2funded ~~mine~~warrants ~~has the estimated capacity~~ to ~~produce~~purchase up to ~~approximately 80~~5,~~000~~181,374 ~~tons~~shares ~~per month~~ of ~~coal. The~~common ~~mineral~~stock ~~available~~at isan ~~partially~~exercise ~~owned~~price byof ~~the~~$0.0001 ~~Company~~per ~~and~~share, ~~partially~~at ~~leased~~a ~~from~~purchase ~~various~~price ~~mineral~~of ~~holders~~$5. ~~The~~0999 ~~lease~~per ~~terms~~warrant. ~~are~~The ~~the~~Company ~~greater~~filed ofa ~~$1.50~~registration ~~per~~statement ~~ton~~on orForm 6%S-1 ofregarding ~~gross~~this ~~sales price~~event.

In11 ~~2022,~~Table ~~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.Contents

~~Processing~~Item ~~and~~6. ~~Transportation:~~Selected Financial Data.

The ~~Davidson~~registrant ~~Branch~~qualifies ~~Preparation~~as ~~Plant is~~ a ~~1,300~~smaller ~~ton-per-hour~~reporting ~~coal preparation facility located near Hazard~~company, ~~Kentucky.~~as ~~The~~defined ~~associated “Bluegrass 4” rail loadout is a batch-weight rail loadout with 135 car storage capacity and services~~ by ~~CSX~~Rule ~~Transportation in their Hazard/Elkhorn rate district~~229.10(f)(1) ~~The~~and ~~Davidson Branch Preparation Plant~~ is ~~owned~~not byrequired ~~Perry~~to ~~County~~provide ~~Resources. With mining operations currently idle,~~ the ~~preparation~~information ~~plan~~required isby ~~not~~this ~~currently operating~~Item.

~~Both~~Item ~~the~~7. ~~Davidson~~Management’s ~~Branch~~Discussion ~~Preparation Plant~~ and ~~the~~Analysis ~~rail~~of ~~loadout~~Financial ~~have~~Condition ~~been~~and ~~maintained~~Results ~~should~~of ~~operations commence in a future period~~Operations. ~~The purchase price allocated to Perry County Resources property was approximately $1,551,000.~~

~~Additional~~The ~~Permits:~~management’s discussion, analysis of financial condition, and results of operations should be read in conjunction with our financial statements and notes thereto contained elsewhere in this annual report. Prior period amounts have been revised to reflect the correction of errors described in Note 13.

~~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~~Overview. 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~~Our ~~transfer~~primary source of ~~any~~revenue ~~new~~through ~~permits~~2025 tohas ~~the~~been ~~Company is subject to regulatory approval. This approval is subject to~~ the ~~review~~sale of ~~both~~metallurgical ~~unabated~~coal orand ~~uncorrected~~coal ~~violations~~used ~~that~~in ~~are~~pulverized ~~listed~~coal oninjection ~~the Applicator Violator List. The Company~~(PCI), tocritical ~~include~~mineral ~~several~~process ~~of its subsidiaries~~technology, ~~does~~purified ~~have~~elements ~~unabated~~ and~~/or~~ ~~uncorrected~~recycled ~~violations~~metals; ~~that~~all ~~are~~of ~~listed~~which onare ~~the~~essential ~~Applicator~~building ~~Violator~~blocks ~~List. Should the state regulators believe that the Company is not~~ in the ~~process~~steel ofmanufacturing ~~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~~process.

12The ~~Table~~overall outlook of ~~Contents~~critical minerals, recycled metals, metallurgical coal and rare earths is dependent on a variety of factors such as pricing, regulatory uncertainties and global economic conditions. Coal consumption and production in the U.S. have been driven in recent periods by several market dynamics and trends, such as the global economy, a strong U.S. dollar and accelerating production cuts.

~~Below~~Results ~~is a map showing the location~~ of ~~the Davidson Prep Plant, Bluegrass 4 rail Loadout, and E4-2 Mine at Perry County Resources:~~ Operations.

~~ERC~~Year ~~Mining~~Ended ~~Indiana~~December ~~Corporation~~31, ~~(the~~2025 ~~Gold~~compared ~~Star~~to ~~Mine)~~Year Ended December 31, 2024.

General:

	For the Years Ended
	December 31,
	2025			2024			Change

Revenue
Metal recovery and sales	$	-		$	34,070		$	(34,070	)
Total revenue		-			34,070			(34,070	)

Operating expenses
Cost of coal sales and processing		306,639			530,891			(224,252	)
Depreciation		122,916			123,253			(337	)
General and administrative		9,557,890			11,417,208			(1,859,318	)
Professional fees		478,449			1,735,305			(1,256,856	)
Litigation expense		720,283			-			720,283
Production taxes and royalties		14,851			11,638			3,213
Development		107,507			434,793			(327,286	)
Total operating expenses		11,308,535			14,253,088			(2,944,553	)

Net loss from operations		(11,308,535	)		(14,219,018	)		2,910,483

Other income (expense)
Earnings from equity method investees		(84,063	)		(409,268	)		325,205
Loss on debt extinguishment		(5,193,382	)		-			(5,193,382	)
Other income and (expense)		(61,927	)		110,060			(171,987	)
Interest income		577,526			78,791			498,735
Interest expense		(1,764,115	)		(1,521,726	)		(242,389	)
Total other income (expenses)		(6,525,961	)		(1,742,143	)		(4,783,818	)

Loss from continuing operations		(17,834,496	)		(15,961,161	)		(1,873,335	)
Income (loss) from discontinued operations		73,219,707			(23,242,809	)		96,462,516
Net gain (loss)		55,385,211			(39,203,970	)		94,589,181
Less: Non-controlling interest		26,526			87,814			(61,288	)
Net gain (loss) attributable to ARC shareholders	$	55,411,737		$	(39,116,156	)	$	94,527,893

~~Located~~12 ~~primarily~~Table ~~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.Contents

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

~~Mines~~The following table summarizes the changes in revenue generating operations:

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.

	For the Years Ended
	December 31,
	2025		2024		Change

Revenue
Metal recovery and sales	$	-	$	34,070	$	(34,070	)
Total revenue	$	-	$	34,070	$	(34,070	)

13Revenues ~~Table~~for 2025 and 2024 were $0 and $34,070, respectively. The Company did not generate revenues during 2025 as it did not conduct metal recovery or sales activities during the period. The timing and extent of ~~Contents~~future revenues, if any, will depend on strategic, operational, and market factors, and there can be no assurance that revenue‑generating activities will resume in the near term.

~~Processing~~Operating ~~and Transportation:~~expenses

The ~~idled~~following ~~preparation~~table ~~plant~~summarizes ~~is a 165 ton-per-hour coal preparation facility located near~~ the ~~underground~~changes ~~mine~~in ~~portal.~~operating 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. expenses:

Permits:

	For the Years Ended
	December 31,
	2025		2024		Change

Operating expenses
Cost of Sales	$	306,639	$	530,891	$	(224,252	)
Depreciation		122,916		123,253		(337	)
General and administrative		9,557,890		11,417,208		(1,859,318	)
Professional fees		478,449		1,735,305		(1,256,856	)
Litigation expense		720,283		-		720,283
Production taxes and royalties		14,851		11,638		3,213
Development		107,507		434,793		(327,286	)
Total operating expenses	$	11,308,535	$	14,253,088	$	(2,944,553	)

~~ERC~~Total ~~holds~~operating ~~one~~expenses ~~permit~~decreased ~~that~~by ~~covers~~$2.9 million to $11.3 million for the ~~Gold~~year ~~Star~~ended ~~Mine~~December 31, ~~processing~~2025, ~~plant~~compared to $14.3 million in 2024. The decrease was primarily driven by lower general and administrative expenses, ~~rail~~professional ~~loadout~~fees, coal production and holdings costs, and development costs as the Company reduced legacy coal‑related ~~infrastructure~~activities ~~which~~and ~~are~~continued to rationalize its cost structure following the strategic shift in ~~reclamation~~operations. ~~status~~The $1.8 million reduction in general and administrative expenses was principally attributable to lower stock‑based compensation and reduced related‑party expenses. Professional fees declined primarily due to decreased transaction‑related and advisory costs compared to the prior year. Development costs decreased as a result of lower contract labor and research and development activity. These decreases were partially offset by litigation expense incurred during 2025 and modest increases in production taxes and royalties.

~~Mineral~~Other ~~and~~income ~~Surface Leases~~(expense)

~~Coal~~The ~~mining~~following ~~and~~table ~~processing~~summarizes ~~involves~~ the ~~extraction~~changes ofin coal (mineral) and the use of surface property incidental to such extraction and processing. With the exception of Wyoming County Coal, all of the mineral and surface related to the Company’s coal mining operations are 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~~income 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~~expense)~~, a professional leasing firm that is an entity wholly owned by Wabash Enterprises, an entity owned by members of the Company’s management.~~ :

Coal Sales

	For the Years Ended
	December 31,
	2025			2024			Change

Other income (expense)
Earnings from equity method investees	$	(84,063	)	$	(409,268	)	$	325,205
Loss on debt extinguishment		(5,193,382	)		-			(5,193,382	)
Other income and (expense)		(61,927	)		110,060			(171,987	)
Interest income		577,526			78,791			498,735
Interest expense		(1,764,115	)		(1,521,726	)		(242,389	)
Total other income (expenses), net	$	(6,525,961	)	$	(1,742,143	)	$	(4,783,818	)

~~ARC~~Total ~~sells~~other ~~its~~expense ~~coal~~increased to ~~domestic~~$6.5 ~~and~~million ~~international~~for ~~customers,~~the ~~some~~year ~~which~~ended ~~blend~~December ~~ARC’s~~31, ~~coal~~2025, atcompared ~~east~~to ~~coast~~$1.7 ~~ports~~million ~~with~~in ~~other~~2024. ~~qualities~~The ofincrease ~~coal~~was ~~for~~primarily ~~export~~driven by a $5.1 ~~During~~million loss recognized on the ~~year~~extinguishment ~~ended~~of ~~December~~debt ~~31,~~during ~~2023~~2025. In addition, ~~coal~~net ~~sales~~equity ~~came~~method ~~from~~losses ~~the~~declined ~~Company’s~~year ~~Carnegie~~over 1year ~~and~~as 2losses ~~mines. During~~from equity‑method investees decreased compared to the prior year. ~~ended~~Interest ~~December~~income ~~31,~~increased ~~2024~~due to higher average cash balances and investment yields during 2025, ~~there~~while ~~was~~interest noexpense ~~meaningful~~increased ~~sales~~primarily ~~from~~as ~~coal~~a ~~production~~result of additional financing obligations entered into during the year. ~~The~~Other ~~Company~~income ~~may,~~and atexpense ~~times,~~fluctuated ~~purchase~~modestly ~~coal~~and ~~from~~was ~~other~~not ~~regional~~a ~~producers~~significant contributor to ~~sell~~the onoverall ~~its~~change ~~contracts~~year over year.

~~Coal~~The ~~sales~~loss ~~at the Company are primarily outsource to third party intermediaries who act~~ on ~~the~~debt ~~Company’s~~extinguishment ~~behalf to source potential coal sales~~ and ~~contracts.~~litigation ~~The~~expense ~~third-party~~recorded ~~intermediaries~~during ~~have~~2025 nowere ~~ability~~non‑recurring toin ~~bind~~nature ~~the Company to any contracts,~~ and ~~all~~are ~~coal~~not ~~sales~~expected ~~are~~to ~~approved~~be byindicative ~~management~~ of ~~the~~future ~~Company~~results.

~~Met~~13 ~~coal~~Table ~~accounted for approximately 100%~~ of ~~our coal revenues in 2023. Two customers made up approximately 74% and 26% of our coal revenues for 2024.~~Contents

~~Due~~Liquidity ~~to the Covid-19 global pandemic, traditional sales channels have been disrupted. As a supplier of the raw materials into the steel~~ and ~~industrial~~Capital ~~industries, our customers are sensitive to global fluctuations in steel demand~~Resources. ~~Demand remains constrained due to adverse market conditions amid global trade uncertainty.~~

14Our ~~Table~~primary sources of ~~Contents~~liquidity are derived from existing unrestricted cash, reimbursements from short-term investments and capital proceeds. We anticipate our Electrified Materials new business to achieve increasing revenues in 2026; however, we will continue to require cash flow from financing activities to support operations and the continued development of our new business models.

~~Competition~~As of December 31, 2025, the Company had a cash balance of $31,701,916 unrestricted investments totaling $40,470,151 and a positive working capital balance of $73,054,345. The Company expects to fund its liquidity requirements over the next 12 months primarily through cash on hand and additional debt and equity financing transactions. Additionally, through short-term investments such as the fixed income fund. See further discussion around investments in Note 4. 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.

~~The~~Cash 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. Flows

~~Legal~~Year ~~Proceedings~~Ended December 31, 2025 compared to Year Ended December 31, 2024

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

	Years Ended December 31,
	2025			2024

Consolidated statement of cash flow data:
Cash used in operating activities	$	(10,411,846	)	$	1,991,801
Cash used in investing activities		(39,360,615	)		945,968
Cash provided by financing activities		81,272,921			(4,351,968	)
Net change in cash and restricted cash	$	31,500,460		$	(1,414,199	)

~~Please~~Net ~~see~~cash ~~financial~~used ~~statement~~in ~~Note~~operating 11activities was $10.4 million for ~~detail~~the onyear ~~cases~~ended December 31, 2025, compared to net cash provided of $2.0 million for the year ended December 31, 2024. The increase in cash used during 2025 was primarily attributable to the Company’s net loss, increased operating expenses associated with development and corporate activities following the spin‑off, and changes in working capital, including increased prepaid expenses and inventories, partially offset by non‑cash charges such as stock‑based compensation, depreciation, and amortization. Operating cash flows in 2024 benefited from favorable working capital movements and lower overall operating costs during the period.

~~Environmental~~Net cash used in investing activities was $39.4 million for the year ended December 31, ~~Governmental~~2025, compared to net cash provided of $0.9 million for the year ended December 31, 2024. Cash used in investing activities during 2025 was primarily related to capital expenditures for property and ~~Other~~equipment ~~Regulatory~~and ~~Matters~~changes in restricted investments associated with the Company’s project development activities. In contrast, investing activities in 2024 primarily reflected net proceeds from investments and lower levels of capital expenditures.

~~Our~~Net ~~operations~~cash ~~are~~provided ~~subject~~by tofinancing ~~federal,~~activities ~~state,~~was ~~and~~$81.3 ~~local~~million ~~laws~~for 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,~~year ~~treatment~~ended ~~and~~December ~~disposal of wastes~~31, ~~remediation of contaminants~~2025, ~~surface~~compared ~~subsidence~~to ~~from~~net ~~underground~~cash ~~mining~~used ~~and the effects~~ of ~~mining on surface water and groundwater conditions~~$4.4 Inmillion ~~addition, we may become subject to additional costs~~ for ~~benefits~~the ~~for~~year ~~current~~ended ~~and~~December ~~retired~~31, ~~coal miners~~2024. ~~These~~Financing ~~environmental laws and regulations include, but are not limited to, SMCRA with respect to coal mining~~ activities ~~and~~during ~~ancillary~~2025 ~~activities;~~were ~~the~~primarily ~~CAA~~driven ~~with~~by ~~respect~~proceeds tofrom ~~air~~equity ~~emissions; the CWA with respect to water discharges and the permitting of key operational infrastructure such as impoundments; RCRA with respect to solid and hazardous waste management and disposal~~issuances, aswarrant ~~well as the regulation of underground storage tanks; the Comprehensive Environmental Response~~exercises, ~~Compensation~~ and ~~Liability~~other ~~Act~~financing ~~(“CERCLA” or “Superfund”) with respect to releases~~arrangements, ~~threatened~~partially ~~releases~~offset ~~and~~by ~~remediation~~repayments of ~~hazardous~~financing ~~substances;~~obligations. ~~the~~Financing ~~Endangered~~activities ~~Species~~in ~~Act~~2024 ofprimarily ~~1973~~reflected ~~(“ESA”)~~repayments ~~with~~of ~~respect~~debt ~~to threatened~~ and ~~endangered~~other ~~species;~~financing ~~and~~obligations, ~~the~~with ~~National~~no ~~Environmental~~comparable ~~Policy~~equity ~~Act~~financings ofduring ~~1969 (“NEPA”) with respect to~~ the ~~evaluation of environmental impacts related to any federally issued permit or license~~period. ~~Many of these federal laws have state and local counterparts which also impose requirements and potential liability on our operations.~~

~~Compliance~~Capital 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.Resources

~~Certain~~We ~~implementing~~had ~~regulations~~no ~~for~~material ~~these~~commitments ~~environmental~~for ~~laws~~capital ~~are~~expenditures ~~undergoing~~as ~~revision~~of orDecember ~~have not yet been promulgated. As a result~~31, ~~we cannot always determine the ultimate impact of complying with existing laws and regulations~~2025.

~~Due in part to these extensive and comprehensive regulatory requirements and ever~~Off-Balance ~~changing~~Sheet 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.Arrangements

InAs ~~addition, our customers are subject to extensive regulation regarding the environmental impacts associated with the combustion or other use~~ of ~~coal,~~December ~~which may affect demand for our coal. Changes in applicable laws or the adoption of new laws relating to energy production~~31, ~~GHG emissions and other emissions from use of coal products may cause coal to become a less attractive source of energy~~2025, ~~which~~we ~~may~~had ~~adversely~~no ~~affect~~off-balance ~~our~~sheet ~~mining operations, the cost structure and, the demand for coal~~arrangements. For example, if the emissions rates or caps adopted under the CPP on GHGs are upheld or a tax on carbon is imposed, the market share of coal as fuel used to generate electricity would be expected to decrease.

1514 Table of Contents

WeCritical ~~believe~~Accounting ~~that~~Policies ~~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.Estimates

~~Surface~~The ~~Mining~~preparation ~~Control~~of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and ~~Reclamation~~assumptions ~~Act~~that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amounts of revenues and expenses reported for the period then ended.

~~SMCRA~~Impairment ~~establishes~~of ~~operational,~~Long-lived ~~reclamation~~Assets. ~~and~~We ~~closure~~review ~~standards for~~ our ~~mining~~long-lived ~~operations~~assets ~~and~~for ~~requires~~impairment ~~that~~whenever ~~comprehensive~~events ~~environmental~~or ~~protection~~changes ~~and~~in ~~reclamation~~circumstances ~~standards~~indicate bethat ~~met during~~ the ~~course~~carrying amount of ~~and~~an ~~following~~asset ~~completion~~may ofnot ~~mining~~be ~~activities~~recoverable. ~~SMCRA~~These ~~also~~events ~~stipulates~~and ~~compliance~~circumstances ~~with many other major environmental statutes~~include, ~~including~~but ~~the~~are ~~CAA,~~not ~~the~~limited ~~CWA~~to, ~~the~~a ~~ESA,~~current ~~RCRA~~expectation ~~and~~that ~~CERCLA.~~a ~~Permits~~long-lived ~~for~~asset ~~all~~will ~~mining~~be ~~operations~~disposed ~~must~~of besignificantly ~~obtained~~before ~~from~~ the ~~United~~end ~~States Office~~ of ~~Surface~~its ~~Mining~~previously ~~(“OSM”)~~estimated oruseful life, ~~where~~a ~~state~~significant ~~regulatory~~adverse ~~agencies~~change ~~have~~in ~~adopted federally approved state programs under SMCRA,~~ the ~~appropriate~~extent ~~state~~or ~~regulatory~~manner ~~authority. Our operations are located~~ in ~~states~~ which ~~have~~we ~~achieved~~use ~~primary~~a ~~jurisdiction~~long-lived ~~for~~asset ~~enforcement~~or ofa ~~SMCRA~~change ~~through~~in ~~approved~~its ~~state~~physical ~~programs~~condition.

~~SMCRA~~Consolidation/Deconsolidation ~~imposes~~of aVariable ~~complex~~Interest ~~set~~Entities ofand ~~requirements~~Controlled ~~covering~~Companies. We ~~all~~review ~~facets~~potential consolidation and deconsolidation of ~~coal~~variable ~~mining.~~interest ~~SMCRA~~entities ~~regulations~~and ~~govern,~~controlled ~~among~~companies ~~other~~both ~~things,~~on ~~coal~~a ~~prospecting,~~qualitative ~~mine~~and ~~plan~~quantitative ~~development,~~basis ~~topsoil~~at orthe ~~growth~~end ~~medium~~of ~~removal~~the ~~and~~reporting ~~replacement,~~period. If ~~disposal~~it ofis ~~excess~~deemed ~~spoil~~that ~~and~~there ~~coal~~are ~~refuse,~~triggering ~~protection~~events offor a change in treatment the ~~hydrologic~~effects, ~~balance~~including discontinued operations treatment, is assessed and ~~suitable~~recorded ~~post~~when ~~mining~~the ~~land~~triggering ~~uses~~event is deemed to have existed.

~~From~~Fair ~~time~~Value ~~to time, OSM will also update its mining regulations under SMCRA. For example, in December 2016, OSM finalized a new version~~ of ~~the Stream Protection Rule which became effective in January 2017~~Investments. The ~~rule~~Company ~~would~~reviews have impacted both surface and underground mining operations, as it would have imposed stricter guidelines on conducting coal mining operations, and would have required more extensive baseline data on hydrology, geology and aquatic biology in permit applications. The rule also required the ~~collection~~stated ofvalue ~~increased pre-mining data about the site~~ of ~~the~~its ~~proposed~~retained ~~mining~~investments ~~operation~~using ~~and adjacent areas to establish a baseline for evaluation of~~ the ~~impacts~~accepted ofapplicable ~~mining~~fair ~~and~~value ~~the~~framework. If ~~effectiveness~~there ofare ~~reclamation~~changes ~~associated with returning streams to pre-mining conditions. However,~~ in ~~February~~inputs ~~2017, both~~ the ~~House~~adjustments ~~and~~are ~~Senate~~run ~~passed~~through ~~a resolution disapproving of~~ the ~~Stream~~period ~~Protection~~in ~~Rule~~which ~~pursuant to~~ the ~~Congressional~~change ~~Review Act (“CRA”)~~occurred. President Trump signed the resolution on February 16, 2017 and, pursuant to the CRA, the Stream Protection Rule “shall have no force or effect” and cannot be replaced by a similar rule absent future legislation. On November 17, 2017, OSMRE published a Federal Register notice that removed the text of the Stream Protection Rule from the Code of Federal Regulations. Whether Congress will enact future legislation to require a new Stream Protection Rule remains uncertain. The existing rules, or other new SMCRA regulations, could result in additional material costs, obligations and restrictions upon our operations.

~~Abandoned~~Stock ~~Mine~~Based ~~Lands~~Compensation. ~~Fund~~The Company records stock based compensation in accordance to the underlying documents to match the recognition of expense to the receipt of benefit. This includes an initial fair value assessment utilizing the Black Scholes Option Pricing Model and taking into account vesting schedules and any exercise or termination notices.

~~SMCRA~~Income ~~also~~Tax ~~imposes~~Loss aCarryforward ~~reclamation fee on all current mining operations, the proceeds of which are deposited in the AML Fund, which is used to restore unreclaimed~~ and ~~abandoned mine lands mined before 1977~~Allowance. The ~~current~~Company ~~per~~assesses ~~ton~~its ~~fee~~income istax ~~$0.224~~loss ~~per~~carryforward ~~ton~~and ~~for~~the ~~surface~~level ~~mined~~of ~~coal~~appropriate ~~and~~loss ~~$0.096~~allowance ~~per~~every ~~ton~~quarter ~~for~~or ~~underground~~when ~~mined~~events ~~coal.~~warrant a revision.

~~Mining~~Legal ~~Permits~~Contingencies and ~~Approvals~~Accruals. The Company reviews its liabilities for potential losses associated with asserted or unasserted claims against the company.

~~Numerous~~When ~~governmental~~such ~~permits~~events ~~and~~or ~~approvals~~changes ~~are~~in ~~required~~circumstances ~~for mining operations. We are required to prepare and present to federal~~occur, ~~state,~~a ~~and~~recoverability ~~local~~test ~~authorities~~is ~~data~~performed ~~detailing~~comparing ~~the~~projected ~~effect~~undiscounted orcash ~~impact~~flows ~~that~~from ~~any proposed exploration project for production of coal may have upon~~ the ~~environment,~~use ~~the public~~ and ~~our~~eventual ~~employees.~~disposition ~~The permitting rules, and the interpretations~~ of ~~these~~an ~~rules,~~asset ~~are~~or ~~complex,~~asset ~~change~~group ~~frequently, and may be subject~~ to ~~discretionary~~its ~~interpretations~~carrying ~~by regulators~~amount. ~~The~~If ~~requirements~~the ~~imposed~~projected byundiscounted ~~these~~cash ~~permits~~flows ~~and~~are ~~associated~~less ~~regulations~~than ~~can~~the becarrying ~~costly and time-consuming and may delay commencement or continuation of exploration~~amount, ~~production~~an orimpairment ~~expansion~~is atrecorded ~~our~~for ~~operations.~~the ~~The~~excess ~~governing laws, rules, and regulations authorize substantial fines and penalties, including revocation or suspension~~ of ~~mining~~the ~~permits~~carrying ~~under~~amount ~~some~~over ~~circumstances.~~the ~~Monetary~~estimated ~~sanctions~~fair ~~and, in certain circumstances, even criminal sanctions may be imposed for failure to comply with these laws~~value.

~~Applications~~We ~~for~~make ~~permits~~various ~~and permit renewals at our mining operations are also subject to public comment and potential legal challenges from third parties seeking to prevent a permit from being issued~~assumptions, orincluding toassumptions ~~overturn~~regarding ~~the~~future ~~applicable~~cash ~~agency’s~~flows ~~grant~~in ~~of the permit. Should~~ our ~~permitting~~assessments ~~efforts become subject to such challenges, they could delay commencement, continuation or expansion~~ of ~~our~~long-lived ~~mining~~assets ~~operations~~for impairment. IfThe ~~such~~assumptions ~~comments~~about ~~lead~~future tocash aflows ~~formal~~and ~~challenge~~growth torates ~~the~~are ~~issuance~~based ofon ~~these permits,~~ the ~~permits~~current ~~may~~and ~~not~~long-term bebusiness ~~issued~~plans inrelated ~~a timely fashion, may involve requirements which restrict our ability~~ to ~~conduct~~the ~~our~~long-lived ~~mining operations or to do so profitably, or may not be issued at all~~assets. ~~Any delays, denials, or revocation of these or other similar permits we need to operate could reduce our production and materially adversely impact our cash flow and results of our operations.~~

16Item ~~Table~~7A. ofQuantitative ~~Contents~~and Qualitative Disclosure About Market Risk.

InThe ~~order~~Company toqualifies ~~obtain~~as ~~mining permits and approvals from state regulatory authorities, mine operators must also submit~~ a ~~reclamation~~smaller ~~plan~~reporting ~~for restoring the mined property to its prior condition~~company, ~~productive~~as ~~use~~defined orby ~~other~~SEC ~~permitted~~Rule ~~condition~~229.10(f)(1) ~~The~~and ~~conditions~~is ofnot ~~certain~~required ~~permits also require that we obtain surface owner consent if the surface estate has been split from the mineral estate. This requires us~~ to ~~negotiate~~provide with third parties for surface access that overlies coal we acquired or intend to acquire. These negotiations can be costly and time-consuming, lasting years in some instances, which can create additional delays in the ~~permitting~~information ~~process.~~required Ifby wethis ~~cannot successfully negotiate for land access, we could be denied a permit to mine coal we already own~~Item.

~~Finally,~~Item ~~we typically submit necessary mining permit applications several months, or even years, before we anticipate mining a new area~~8. ~~However,~~Financial weStatements ~~cannot control the pace at which the government issues permits needed for new or ongoing operations. For example, the process of obtaining CWA permits can be particularly time-consuming~~ and ~~subject~~Supplementary ~~to delays and denials~~Data. The EPA also has the authority to veto permits issued by the Corps under the CWA’s Section 404 program that prohibits the discharge of dredged or fill material into regulated waters without a permit. Even after we obtain the permits that we need to operate, many of the permits must be periodically renewed, or may require modification. There is some risk that not all existing permits will be approved for renewal, or that existing permits will be approved for renewal only upon terms that restrict or limit our operations in ways that may be material.

~~Financial~~The ~~Assurance~~report of the independent registered public accounting firm and the financial statements listed on the accompanying index at page F-1 of this report are filed as part of this report and incorporated herein by reference.

~~Federal~~Item and state laws require a mine operator to secure the performance of its reclamation and lease obligations under SMCRA through the use of surety bonds or other approved forms of financial security for payment of certain long-term obligations, including mine closure or reclamation costs9. ~~The~~Changes ~~changes~~ in ~~the~~and ~~market~~Disagreements ~~for~~with ~~coal~~Accountants ~~used to generate electricity in recent years have led to bankruptcies involving prominent coal producers. Several of these companies relied~~ on ~~self-bonding~~Accounting to guarantee their responsibilities under the SMCRA permits including for reclamation. In response to these bankruptcies, OSMRE issued a Policy Advisory in August 2016 to state agencies that are authorized under the SMCRA to implement the act in their states. Certain states, including Virginia, had previously announced that it would no longer accept self-bonding to secure reclamation obligations under the state mining laws. This Policy Advisory is intended to discourage authorized states from approving self-bonding arrangements and ~~may~~Financial lead to increased demand for other forms of financial assurance, which may strain capacity for those instruments and increase our costs of obtaining and maintaining the amounts of financial assurance needed for our operationsDisclosure. In addition, OSMRE announced in August 2016 that it would initiate a rulemaking under SMCRA to revise the requirements for self-bonding. Individually and collectively, these revised various financial assurance requirements may increase the amount of financial assurance needed and limit the types of acceptable instruments, straining the capacity of the surety markets to meet demand. This may delay the timing for and increase the costs of obtaining the required financial assurance.

We ~~may~~did ~~use~~not ~~surety~~have ~~bonds,~~any ~~trusts~~disagreements and letters of credit to provide financial assurance for certain transactions and business activities. Federal and state laws require us to obtain surety bonds to secure payment of certain long-term obligations including mine closure or reclamation costs and other miscellaneous obligations. The bonds are renewable on aaccounting ~~yearly basis. Surety bond rates have increased in recent years~~ and the market terms of such bonds have generally become less favorable. Sureties typically require coal producers to post collateral, often having a value equal to 40% or more of the face amount of the bond. As a result, we may be required to provide collateral, letters of credit or other assurances of payment in order to obtain the necessary types and amounts of financial ~~assurance.~~disclosure ~~Under~~with our ~~surety~~accounting ~~bonding~~firm ~~program,~~during ~~we are not currently required to post any letters of credit or other collateral to secure~~ the ~~surety~~reporting ~~bonds; obtaining letters of credit in lieu of surety bonds could result in a significant cost increase~~period. Moreover, the need to obtain letters of credit may also reduce amounts that we can borrow under any senior secured credit facility for other purposes. If, in the future, we are unable to secure surety bonds for these obligations, and are forced to secure letters of credit indefinitely or obtain some other form of financial assurance at too high of a cost, our profitability may be negatively affected.

~~Although~~Item our current bonding capacity approved by our sureties, Lexon Insurance Company and Continental Heritage, is substantial and enough to cover our current and anticipated future bonding needs, this amount may increase or decrease over time9A. AsControls ~~of December 31, 2024,~~ and ~~2023, we had outstanding surety bonds at all of our mining operations totaling approximately $27.831 million and $29.692 million, respectively.~~Procedures

~~While~~(a) weEvaluation ~~anticipate reducing the outstanding surety bonds through continued reclamation~~ of ~~any~~Disclosure ofControls ~~our~~and permits, that number may increase should we acquire additional mining permits, acquire additional mining operations, expand our mining operations that result in additional reclamation bonds, or if any of our sites encounters additional environmental liability that may require additional reclamation bondingProcedures. ~~While we intend to maintain a credit profile that eliminates the need to post collateral for our surety bonds, our surety has the right to demand additional collateral at its discretion.~~

17The ~~Table~~Company’s management, with the participation of ~~Contents~~the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a‑15(e) and 15d‑15(e) under the Securities Exchange Act of 1934, as of December 31, 2025.

~~Mine~~Disclosure ~~Safety~~controls and ~~Health~~procedures are designed to ensure that information required to be disclosed by the Company in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

~~The~~In ~~Mine~~designing ~~Act~~ and ~~the~~evaluating ~~MINER~~disclosure ~~Act,~~controls and ~~regulations issued under these federal statutes~~procedures, ~~impose~~management ~~stringent~~recognizes ~~health and safety standards on mining operations. The regulations~~ that ~~have~~any ~~been~~controls ~~adopted under the Mine Act~~ and ~~the MINER Act are comprehensive and affect numerous aspects of mining operations, including training of mine personnel, mining~~ procedures, ~~roof~~no ~~control,~~matter ~~ventilation,~~how ~~blasting,~~well ~~use~~designed and ~~maintenance of mining equipment~~operated, ~~dust~~can ~~and~~provide ~~noise~~only ~~control,~~reasonable ~~communications,~~assurance ~~emergency~~of ~~response~~achieving ~~procedures, and other matters. MSHA regularly inspects mines to ensure compliance with regulations promulgated under~~ the ~~Mine~~desired ~~Act~~control ~~and MINER Act~~objectives.

~~From~~Based ~~time to time MSHA will also publish new regulations imposing additional requirements and costs~~ on ~~our~~this ~~operations. For example~~evaluation, ~~MSHA implemented a rule in August 2014 to lower miners’ exposure to respirable coal mine dust. The rule requires shift dust to be monitored~~ and ~~reduces~~because of the ~~respirable~~material ~~dust~~weakness ~~standard for designated occupants and miners. MSHA also finalized a new rule~~ in ~~January~~internal ~~2015~~control onover ~~proximity~~financial ~~detection~~reporting ~~systems~~described ~~for continuous mining machines~~below, ~~which~~management ~~requires~~concluded ~~underground~~that ~~coal~~the ~~mine~~Company’s ~~operators~~disclosure tocontrols ~~equip~~and ~~continuous~~procedures ~~mining~~were ~~machines,~~not ~~except~~effective ~~full-face~~as ~~continuous~~of ~~mining~~December ~~machines~~31, ~~with proximity detection systems~~2025.

~~Kentucky,~~15 ~~West~~Table Virginia, and Virginia all have similar programs for mine safety and health regulation and enforcement. The various requirements mandated by federal and state statutes, rules, and regulations place restrictions on our methods of operation and result in fees and civil penalties for violations of such requirements or criminal liability for the knowing violation of such standards, significantly impacting operating costs and productivity. The regulations enacted under the Mine Act and MINER Act as well as under similar state acts are routinely expanded or made more stringent, raising compliance costs and increasing potential liability. Our compliance with current or future mine health and safety regulations could increase our mining costs. At this time, it is not possible to predict the full effect that new or proposed statutes, regulations and policies will have on our operating costs, but any expansion of existing regulations, or making such regulations more stringent may have a negative impact on the profitability of our operations. If we were to be found in violation of mine safety and health regulations, we could face penalties or restrictions that may materially and adversely impact our operations, financial results and liquidity.Contents

In addition, government inspectors have the authority to issue orders to shut down our operations based on safety considerations under certain circumstances, such as imminent dangers, accidents, failures to abate violations, and unwarrantable failures to comply with mandatory safety standards. If an incident were to occur at one of our operations, it could be shut down for an extended period of time, and our reputation with prospective customers could be materially damaged. Moreover, if one of our operations is issued a notice of pattern of violations, then MSHA can issue an order withdrawing the miners from the area affected by any enforcement action during each subsequent significant and substantial (~~“S&S”~~b) ~~citation~~Management’s ~~until~~Annual ~~the~~Report ~~S&S~~on ~~citation~~Internal orControl ~~order~~over isFinancial ~~abated~~Reporting. ~~In 2013 MSHA modified the pattern of violations regulation, allowing, among other things, the use of non-final citations and orders in determining whether a pattern of violations exists at a mine.~~

~~Workers~~The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a‑15(f). Internal control over financial reporting is a process designed under the supervision of the Company’s ~~Compensation~~Principal Executive Officer and ~~Black~~Principal ~~Lung~~Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

WeAs ~~are~~of ~~insured~~December ~~for~~31, ~~workers’~~2025, ~~compensation~~management, ~~benefits~~with ~~for~~the ~~work~~participation ~~related~~of ~~injuries~~the ~~that~~Principal ~~occur~~Executive ~~within~~Officer ~~our~~and ~~United~~Principal ~~States~~Financial ~~operations.~~Officer, Weevaluated ~~retain exposure for~~ the ~~first~~effectiveness ~~$10,000 per accident for all~~ of ~~our subsidiaries and are insured above~~ the ~~deductible for statutory limits. Workers~~Company’s ~~compensation~~internal ~~liabilities,~~control ~~including~~over ~~those~~financial ~~related~~reporting ~~to claims incurred but not reported, are recorded principally using annual valuations~~ based on ~~discounted future expected payments using historical data of~~ the ~~operating~~criteria ~~subsidiary~~set orforth combined insurance industry data when historical data is limited. State workers’ compensation acts typically provide for an exception to an employer’s immunity from civil lawsuits for workplace injuries in the ~~case~~Internal ofControl ~~intentional~~– ~~torts.~~Integrated ~~However,~~Framework ~~Kentucky’s~~(2013) ~~workers’~~issued compensation act provides a much broader exception to workers’ compensation immunity. The exception allows an injured employee to recover against his or her employer where he or she can show damages caused by ~~an unsafe working condition of which~~ the ~~employer~~Committee ~~was aware that was a violation~~ of aSponsoring ~~statute,~~Organizations ~~regulation, rule or consensus industry standard. These types~~ of ~~lawsuits~~the ~~are~~Treadway ~~not~~Commission ~~uncommon and could have a significant impact on our operating costs~~(“COSO”).

~~The~~Based ~~Patient~~on ~~Protection~~this ~~and~~evaluation, ~~Affordable~~management ~~Care~~concluded ~~Act~~that ~~includes significant changes to~~ the ~~federal~~Company’s ~~black~~internal ~~lung~~control ~~program~~over ~~including~~financial anreporting ~~automatic~~was ~~survivor~~not ~~benefit~~effective ~~paid~~as ~~upon the death~~ of aDecember ~~miner~~31, ~~with~~2025 andue ~~awarded~~to ~~black lung claim and~~ the ~~establishment~~existence of athe ~~rebuttable~~following ~~presumption with regard to pneumoconiosis among miners with 15 or more years of coal mine employment that are totally disabled by a respiratory condition. These changes could have a~~ material impact on our costs expended in association with the federal black lung program. In addition to possibly incurring liability under federal statutes, we may also be liable under state laws for black lung claims.weakness:

18The ~~Table~~Company has an insufficient number of ~~Contents~~personnel to adequately segregate accounting and financial reporting duties. This lack of segregation of duties results in limited independent review of financial reporting processes, which resulted in material error adjustments and period end accounting corrections, technical accounting treatment and disclosure adjustments and additional risk that errors or misstatements may not be prevented or detected on a timely basis.

~~Clean~~A ~~Air~~material ~~Act~~weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Notwithstanding this material weakness, management believes the consolidated financial statements included in this Annual Report fairly present, in all material respects, the Company’s financial position, results of operations, and cash flows for the periods presented.

~~The~~Because ~~CAA~~of ~~and~~its ~~comparable~~inherent ~~state~~limitations, ~~laws~~internal ~~that regulate air emissions affect coal mining operations both directly and indirectly. Direct impacts on coal mining and processing operations include CAA permitting requirements and emission~~ control ~~requirements~~over ~~relating~~financial toreporting ~~air~~may ~~pollutants,~~not ~~including~~prevent ~~particulate~~or ~~matter~~detect ~~such~~all asmisstatements ~~fugitive~~or ~~dust~~fraud. ~~The~~Projections ~~CAA~~of ~~indirectly~~any ~~affects~~evaluation ~~coal mining operations by extensively regulating the emissions~~ of ~~particulate~~effectiveness ~~matter,~~to ~~sulfur~~future ~~dioxide,~~periods ~~nitrogen~~are ~~oxides,~~subject ~~mercury and other compounds emitted by coal-fired power plants. In addition~~ to the ~~GHG~~risk ~~issues discussed below, the air emissions programs~~ that controls may ~~materially~~become ~~and~~inadequate ~~adversely~~because ~~affect~~of ~~our~~changes ~~operations,~~in ~~financial results~~conditions, ~~liquidity,~~or ~~and~~that ~~demand~~compliance ~~for~~with ~~our~~policies ~~coal, directly~~ or ~~indirectly,~~procedures ~~include,~~may ~~but are not limited to, the following:~~deteriorate.

·This ~~Clean~~Annual ~~Air~~Report ~~Interstate~~does ~~Rule~~not ~~and~~include ~~Cross-State~~an ~~Air~~attestation ~~Pollution~~report ~~Rule. the Clean Air Interstate Rule (“CAIR”) calls for power plants in 28 states and the District~~ of ~~Columbia to reduce emission levels of sulfur dioxide and nitrogen oxide pursuant to a cap-and-trade program similar to~~ the ~~system~~Company’s ~~now~~independent inregistered ~~effect~~public ~~for~~accounting ~~acid~~firm ~~rain.~~regarding Ininternal ~~June~~control 2011, the EPA finalized the Cross-State Air Pollution Rule (“CSAPR”), a replacement rule to CAIR, which requires 28 states in the Midwest and eastern seaboard of the U.S. to reduce power plant emissions that cross state lines and contribute to ozone and/or fine particle pollution in other states. Following litigation over ~~the~~financial ~~rule, the EPA issued an interim final rule reconciling the CSAPR rule with a court order, which calls for Phase 1 implementation of CSAPR in 2015 and Phase 2 implementation in 2017~~reporting. InManagement’s ~~September~~report ~~2016,~~was ~~the~~not ~~EPA~~subject ~~finalized an update~~ to ~~CSAPR~~attestation ~~for~~pursuant the 2008 ozone NAAQS by issuing the final CSAPR Update. Beginning in May 2017, this rule will reduce summertime (May—September) nitrogen oxide emissions from power plants in 22 states in the eastern United States. For states to ~~meet~~rules ~~their requirements under CSAPR, a number~~ of ~~coal-fired electric generating units will likely need to be retired, rather than retrofitted with~~ the ~~necessary~~Securities ~~emission~~and ~~control~~Exchange ~~technologies,~~Commission ~~reducing~~that ~~demand~~permit ~~for~~certain ~~thermal~~issuers ~~coal. However, the practical impact of CSAPR may be limited because utilities in the U.S. have continued~~ to ~~take~~provide ~~steps~~only tomanagement’s comply with CAIR, which requires similar power plant emissions reductions, and because utilities are preparing to comply with the Mercury and Air Toxics Standards (“MATS”) regulations, which require overlapping power plant emissions reductionsreport.

·(c) ~~Acid~~Changes Rain. Title IV of the CAA requires reductions of sulfur dioxide emissions by electric utilities and applies to all coal-fired power plants generating greater than 25 Megawatts of power. Affected power plants have sought to reduce sulfur dioxide emissions by switching to lower sulfur fuels, installing pollution control devices, reducing electricity generating levels or purchasing or trading sulfur dioxide emission allowances. These reductions could impact our customers in ~~the~~Internal ~~electric~~Control ~~generation~~Over ~~industry.~~Financial ~~These requirements are not supplanted by CSAPR.~~Reporting

·There ~~NAAQS~~were ~~for~~no ~~Criterion~~changes ~~Pollutants.~~in ~~The CAA requires~~ the ~~EPA~~Company’s tointernal ~~set~~control ~~standards,~~over ~~referred~~financial toreporting asduring ~~NAAQS,~~the ~~for~~year ~~six~~ended ~~common~~December ~~air pollutants: carbon monoxide~~31, ~~nitrogen~~2025 ~~dioxide, lead, ozone, particulate matter and sulfur dioxide. Areas~~ that ~~are~~have ~~not~~materially ~~in compliance (referred to as non-attainment areas) with these standards must take steps to reduce emissions levels. The EPA has adopted more stringent NAAQS for nitrogen oxide~~affected, ~~sulfur~~or ~~dioxide,~~are ~~particulate~~reasonably ~~matter~~likely ~~and ozone. As a result, some states will be required~~ to ~~amend~~materially their existing individual state implementation plans (“SIPs”) to achieve compliance with the new air quality standards. Other states will be required to develop new plans for areas that were previously in “attainmentaffect,” ~~but do not meet~~ the ~~revised~~Company’s ~~standards.~~internal For example, in October 2015, the EPA finalized the NAAQS for ozone pollution and reduced the limit to parts per billion (ppb) from the previous 75 ppb standard. Under the revised ozone NAAQS, significant additional emissions control ~~expenditures~~over ~~may~~financial ~~be required at coal-fired power plants~~reporting. The final rules and new standards may impose additional emissions control requirements on our customers in the electric generation, steelmaking, and coke industries. Because coal mining operations emit particulate matter and sulfur dioxide, our mining operations could be affected when the new standards are implemented by the states.

·Item ~~Nitrogen Oxide SIP Call~~9B. ~~The~~Other nitrogen oxide SIP Call program was established by the EPA in October 1998 to reduce the transport of nitrogen oxide and ozone on prevailing winds from the Midwest and South to states in the Northeast, which alleged that they could not meet federal air quality standards because of migrating pollutionInformation. The program is designed to reduce nitrogen oxide emissions by one million tons per year in 22 eastern states and the District of Columbia. As a result of the program, many power plants have been or will be required to install additional emission control measures, such as selective catalytic reduction devices. Installation of additional emission control measures will make it costlier to operate coal-fired power plants, potentially making coal a less attractive fuel.

~~· Mercury and Hazardous Air Pollutants~~None. In February 2012, the EPA formally adopted the MATS rule to regulate emissions of mercury and other metals, fine particulates, and acid gases such as hydrogen chloride from coal- and oil-fired power plants. Following a legal challenge to MATS, the EPA issued a new determination in April 2016 that it is appropriate and necessary to regulate these pollutants from power plants. Like CSAPR, MATS and other similar future regulations could accelerate the retirement of a significant number of coal-fired power plants. Such retirements would likely adversely impact our business.

1916 Table of Contents

~~Global~~PART ~~Climate Change~~III

~~Climate~~Item ~~change continues to attract considerable public and scientific attention~~10. ~~There is widespread concern about the contributions of human activity to such changes~~Directors, ~~especially~~Executive ~~through~~Officers ~~the emission of GHGs. There are three primary sources of GHGs associated with the coal industry. First, the end use of our coal by our customers in electricity generation, coke plants,~~ and ~~steelmaking~~Corporate ~~is a source of GHGs~~Governance. Second, combustion of fuel by equipment used in coal production and to transport our coal to our customers is a source of GHGs. Third, coal mining itself can release methane, which is considered to be a more potent GHG than CO2, directly into the atmosphere. These emissions from coal consumption, transportation and production are subject to pending and proposed regulation as part of initiatives to address global climate change.

AsDirectors ~~a result, numerous proposals have been made~~ and ~~are~~Executive ~~likely to continue to be made at the international, national, regional and state levels of government to monitor and limit emissions of GHGs~~Officers. ~~Collectively, these initiatives could result in higher electric costs to our customers or lower the demand for coal used in electric generation, which could in turn adversely impact our business.~~

AtThe ~~present,~~following weindividuals ~~are~~serve ~~principally~~as ~~focused~~our onexecutive ~~metallurgical~~officers ~~coal~~and ~~property~~members ~~development,~~of ~~which~~our isboard ~~not used in connection with the production~~ of ~~power~~directors ~~generation.~~as ~~However, we may seek to sell greater amounts~~ of our coal into the power-generation market in the future. The market for our coal may be adversely impacted if comprehensive legislation or regulations focusing on GHG emission reductions are adopted, or if our customers are unable to obtain financing for their operations. At the international level, the United Nations Framework Convention on Climate Change released an international climate agreement in December ~~2015. The agreement has been ratified by more than 70 countries~~31, and entered into force in November 2016. Although this agreement does not create any binding obligations for nations to limit their GHG emissions, it does include pledges to voluntarily limit or reduce future emissions. In addition, in November 2014, President Obama announced that the United States would seek to cut net GHG emissions 26-28 percent below 2005 levels by 2025 ~~in return for China’s commitment to seek to peak emissions around 2030, with concurrent increases in renewable energy.~~:

At the federal level, no comprehensive climate change legislation has been implemented to date. The EPA has, however, has determined that emissions of GHGs present an endangerment to public health and the environment, because emissions of GHGs are, according to the EPA, contributing to the warming of the earth’s atmosphere and other climatic changes. Based on these findings, the EPA has begun adopting and implementing regulations to restrict emissions of GHGs under existing provisions of the CAA. For example, in August 2015, EPA finalized the CPP to cut carbon emissions from existing power plants. The CPP creates individualized emission guidelines for states to follow and requires each state to develop an implementation plan to meet the individual state’s specific targets for reducing GHG emissions. The EPA also proposed a federal compliance plan to implement the CPP in the event that a state does not submit an approvable plan to the EPA. In February 2016, the U.S. Supreme Court granted a stay of the implementation of the CPP. This stay suspends the rule and will remain in effect until the completion of the appeals process. The Supreme Court’s stay only applies to EPA’s regulations for CO2 emissions from existing power plants and will not affect EPA’s standards for new power plants. If the CPP is ultimately upheld and depending on how it is implemented by the states, it could have an adverse impact on the demand for coal for electric generation.

Name	Age	Positions

Mark C. Jensen	46	Chief Executive Officer, Chairman of the Board of Directors
Thomas M. Sauve	47	Former President, Director
Kirk P. Taylor	46	Chief Financial Officer
Josh Hawes	40	Independent Director
Gerardine Botte, PH.D.	54	Independent Director
Courtenay O. Taplin	74	Independent Director

AtMark the state level, several states have already adopted measures requiring GHG emissions to be reduced within state boundaries, including cap-and-trade programs and the imposition of renewable energy portfolio standardsC. ~~Various~~Jensen ~~states~~(age ~~and~~46) ~~regions~~– ~~have~~Chief ~~also~~Executive adopted GHG initiatives and certain governmental bodies, have imposed, or are considering the imposition of, fees or taxes based on the emission of GHGs by certain facilities. A number of states have also enacted legislative mandates requiring electricity suppliers to use renewable energy sources to generate a certain percentage of power.Officer

~~The~~Mark ~~uncertainty~~has ~~over~~been ~~the~~an ~~outcome~~operator, ofinvestor ~~litigation~~and ~~challenging~~consultant ~~the~~in ~~CPP~~various natural resources and energy businesses. He has been highly involved in the ~~extent~~navigation of ~~future~~numerous ~~regulation~~growth ofbusinesses ~~GHG~~to ~~emissions~~mature ~~may~~businesses, ~~inhibit~~working ~~utilities~~as ~~from~~a ~~investing~~managing inmember ~~the~~at ~~building~~T ofSquared ~~new~~Capital ~~coal-fired~~LLC ~~plants~~since to2007, ~~replace~~an ~~older~~investment ~~plants~~firm orfocused ~~investing~~on inprivate ~~the~~equity ~~upgrading~~styled ofinvesting ~~existing~~in ~~coal~~start-~~fired~~up ~~plants~~businesses. ~~Any~~Mark ~~reduction~~has insignificant experience with major Wall Street firms such as Citigroup and graduated from the ~~amount~~Kelley School of ~~coal~~Business ~~consumed~~at byIndiana ~~electric~~University ~~power~~with ~~generators~~a asBS ain ~~result~~Finance ofand ~~actual~~International orStudies ~~potential~~with ~~regulation~~a offocus ~~GHG~~on ~~emissions~~Business. ~~could~~Mark ~~decrease~~also ~~demand~~studied ~~for~~in ~~our~~Sydney ~~coal,~~Australia ~~thereby~~through ~~reducing~~Boston ~~our~~University ~~revenues~~completing ~~and~~his ~~materially~~International ~~and~~Studies ~~adversely~~degree ~~affecting~~with ~~our~~a ~~business~~focus ~~and~~on ~~results~~East ofAsian ~~operations~~culture and business. WeThere are no arrangements or ~~prospective~~understandings ~~customers~~between ~~may~~Mark ~~also~~and ~~have~~any other persons pursuant to ~~invest~~which inhe ~~CO2~~was ~~capture~~selected ~~and~~as ~~storage~~an ~~technologies~~officer. He has no direct or indirect material interest in ~~order~~any transaction required to ~~burn~~be ~~coal~~disclosed ~~and~~pursuant ~~comply~~to ~~with~~Item ~~future~~404(a) ~~GHG~~of ~~emission~~Regulation ~~standards~~S-K.

~~Finally,~~Thomas ~~there have been attempts to encourage greater regulation of coalbed methane because methane has a greater GHG effect than CO2~~M. ~~Methane~~Sauve ~~from~~(age ~~coal~~47) ~~mines~~– ~~can~~Former give rise to safety concerns and may require that various measures be taken to mitigate those risks. If new laws or regulations were introduced to reduce coalbed methane emissions, those rules could adversely affect our costs of operations by requiring installation of air pollution controls, higher taxes, or costs incurred to purchase credits that permit us to continue operations.President

20Tom ~~Table~~has been involved a number of ~~Contents~~energy related businesses. Prior he had been an investor and partner in various natural resources assets over the last seven years including coal mining operations and various oil and gas wells throughout Texas and the Appalachia region. Since 2007, Tom also worked as a managing member at T Squared Capital LLC, an investment firm focused on private equity styled investing in start-up businesses Tom received his Bachelor’s degree in Economics, magna cum laude, from the University of Rochester, New York, with additional studies at the Simon Graduate School of Business. There are no arrangements or understandings between Tom and any other persons pursuant to which he was selected as an officer. He has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Tom resigned relinquished his role as President as of December 25, 2025.

~~Clean~~17 ~~Water~~Table ~~Act~~of Contents

~~The~~Kirk ~~CWA and corresponding state laws and regulations affect coal mining operations by restricting the discharge of pollutants~~Taylor, ~~including~~CPA ~~dredged~~(age or46) ~~fill~~– ~~materials,~~Chief ~~into~~Financial waters of the United States. Likewise, permits are required under the CWA to construct impoundments, fills or other structure in areas that are designated as waters of the United States. The CWA provisions and associated state and federal regulations are complex and subject to amendments, legal challenges and changes in implementation. Recent court decisions, regulatory actions and proposed legislation have created uncertainty over CWA jurisdiction and permitting requirements.Officer

~~Prior~~Kirk toconducts ~~discharging~~all ~~any~~tax ~~pollutants~~and ~~into~~financial ~~waters~~accounting roles of the ~~United States~~organization, ~~coal~~and ~~mining~~has ~~companies~~substantial ~~must~~experience ~~obtain~~in atax ~~National~~credit ~~Pollutant~~analysis ~~Discharge~~and ~~Elimination~~financial ~~System~~structure. ~~(“NPDES”)~~Kirk’s ~~permit~~main ~~from~~focus over his 13 years in public accounting had been the ~~appropriate~~auditing, ~~state~~tax orcompliance, ~~federal~~financial ~~permitting~~modeling ~~authority.~~and ~~NPDES~~reporting ~~permits~~on ~~include~~complex ~~effluent~~real ~~limitations~~estate ~~for~~and ~~discharged~~business ~~pollutants~~transactions utilizing numerous federal and ~~other~~state ~~terms~~tax credit and ~~conditions~~incentive programs. Prior to joining American Resources Corporation, ~~including~~Kirk ~~required~~was ~~monitoring~~Chief Financial Officer of ~~discharges~~Quest Energy, Inc., ~~Failure~~ARC’s wholly-owned subsidiary. Prior to ~~comply~~joining ~~with~~Quest ~~the~~Energy ~~CWA~~in or2015, ~~NPDES~~he ~~permits~~was ~~can~~a ~~lead~~Manager toat ~~the~~K.B. ~~imposition~~Parrish of& ~~significant~~Co. ~~penalties~~LLP where he worked since 2014. Prior to that, ~~litigation~~he worked at Katz Sapper Miller since 2012 as Manager. In addition, ~~compliance~~Kirk ~~costs~~is an instructor for the CPA examination and ~~delays~~has inspoken ~~coal~~at ~~production~~several training and industry conferences. ~~Changes~~He received a BS in Accounting and ~~proposed~~a ~~changes~~BS in ~~state~~Finance from the Kelley School of Business at Indiana University, Bloomington Indiana and ~~federally~~is ~~recommended~~currently ~~water~~completing ~~quality~~his ~~standards~~Masters ~~may~~of ~~result~~Business Administration from the University of Saint Francis at Fort Wayne, Indiana. Kirk serves his community in various ways including as the ~~issuance~~board ortreasurer ~~modification~~for ofa ~~permits~~community development corporation in Indianapolis, Indiana. Kirk does not have any family relationships with ~~new~~any of the Company’s directors or ~~more~~executive ~~stringent~~officers. ~~effluent~~There ~~limits~~are no arrangements or ~~terms~~understandings between Kirk and ~~conditions~~any other persons pursuant to which he was selected as an officer. He has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

For instance, waters that states have designated as impaired (i.e., as not meeting present water quality standards) are subject to Total Maximum Daily Load regulations, which may lead to the adoption of more stringent discharge standards for our coal mines and could require more costly treatment. Likewise, the water quality of certain receiving streams requires an anti-degradation review before approving any discharge permits. TMDL regulations and anti-degradation policies may increase the cost, time and difficulty associated with obtaining and complying with NPDES permits.Directors:

InMark ~~addition, in certain circumstances private citizens may challenge alleged violations of NPDES permit limits in court~~C. ~~While~~Jensen it– isChairman ~~difficult to predict the outcome~~ of ~~any~~Board ~~potential~~& ~~or future suits, such litigation could result in increased compliance costs following the completion of mining at our operations.~~Director

~~Finally,~~Mark inhas ~~June~~been ~~2015~~an operator, ~~the~~investor ~~EPA~~ and ~~the~~consultant ~~Corps~~in ~~published~~various anatural ~~new~~resources ~~definition~~and ofenergy ~~“waters of the United States” (“WOTUS”) that became effective on August 28, 2015~~businesses. ~~Many~~He ~~groups~~has ~~have~~been ~~filed~~highly ~~suit~~involved toin ~~challenge~~ the ~~validity~~navigation of ~~this~~numerous ~~rule.~~growth ~~The~~businesses ~~U.S.~~to ~~Court~~mature ofbusinesses, ~~Appeals~~working ~~for~~as ~~the~~a ~~Sixth~~managing ~~Circuit~~member ~~stayed~~at ~~the~~T ~~rule~~Squared ~~nationwide~~Capital ~~pending~~LLC ~~the~~since ~~outcome of this litigation. On January 22~~2007, ~~2018,~~an ~~the~~investment ~~Supreme~~firm ~~Court~~focused ~~held~~on ~~that~~private ~~the~~equity ~~courts~~styled ofinvesting ~~appeals~~in dostart-up ~~not have original jurisdiction to review challenges to the 2015 Rule~~businesses. ~~With~~Mark ~~this~~has ~~final~~significant ~~rule,~~experience ~~the~~with ~~agencies~~major ~~intend~~Wall toStreet ~~maintain~~firms ~~the~~such ~~status~~as ~~quo~~Citigroup byand ~~adding~~graduated anfrom ~~applicability date to~~ the ~~2015~~Kelley ~~Rule~~School ~~and~~of ~~thus~~Business ~~providing~~at ~~continuity~~Indiana ~~and~~University ~~regulatory~~with ~~certainty~~a ~~for~~BS ~~regulated~~in ~~entities,~~Finance ~~the States~~ and ~~Tribes,~~International ~~and~~Studies ~~the~~with ~~public~~a ~~while~~focus ~~the~~on ~~agencies continue to consider possible revisions to the 2015 Rule~~Business. InMark ~~light~~also ofstudied ~~this holding,~~ in ~~February~~Sydney ~~2018~~Australia ~~the~~through ~~agencies~~Boston ~~published~~University acompleting ~~final~~his ~~rule~~International ~~adding~~Studies andegree ~~applicability~~with ~~date~~a tofocus ~~the~~on ~~2015~~East ~~Rule~~Asian ofculture ~~February~~and ~~6, 2020~~business. WeThere ~~anticipate~~are ~~that~~no ~~the~~arrangements ~~WOTUS~~or ~~rules,~~understandings ifbetween ~~upheld~~Mark inand ~~litigation,~~any ~~will~~other ~~expand~~persons ~~areas~~pursuant ~~requiring~~to ~~NPDES~~which orhe ~~Corps~~was ~~Section~~selected ~~404~~as ~~permits~~an officer. IfHe ~~so,~~has ~~the~~no ~~CWA~~direct ~~permits~~or weindirect ~~need~~material ~~may~~interest ~~not be issued, may not be issued~~ in aany ~~timely~~transaction ~~fashion,~~required orto ~~may~~ be ~~issued~~disclosed ~~with~~pursuant ~~new requirements which restrict our ability~~ to ~~conduct~~Item ~~our~~404(a) ~~mining~~of ~~operations~~Regulation ~~or to do so profitably~~S-K.

~~Resource~~Thomas ~~Conservation~~M. ~~and~~Sauve ~~Recovery~~– ~~Act~~Director

~~RCRA~~Tom has been involved a number of energy related businesses. Prior he had been an investor and ~~corresponding~~partner ~~state~~in ~~laws~~various ~~establish~~natural ~~standards~~resources ~~for~~assets over the ~~management~~last ofseven ~~solid~~years including coal mining operations and ~~hazardous~~various ~~wastes~~oil ~~generated~~and atgas ~~our~~wells ~~various~~throughout ~~facilities.~~Texas ~~Besides~~and ~~affecting~~the ~~current~~Appalachia ~~waste~~region. ~~disposal~~Since ~~practices~~2007, ~~RCRA~~Tom also ~~addresses~~worked ~~the~~as ~~environmental~~a ~~effects~~managing ofmember ~~certain~~at ~~past~~T ~~hazardous~~Squared ~~waste~~Capital ~~treatment~~LLC, ~~storage~~an ~~and~~investment ~~disposal~~firm ~~practices.~~focused Inon ~~addition~~private equity styled investing in start-up businesses Tom received his Bachelor’s degree in Economics, ~~RCRA~~magna ~~requires~~cum ~~certain~~laude, from the University of ~~our~~Rochester, ~~facilities~~New toYork, ~~evaluate~~with additional studies at the Simon Graduate School of Business. There are no arrangements or understandings between Tom and ~~respond~~any other persons pursuant to ~~any~~which ~~past~~he ~~release,~~was selected as an officer. He has no direct or ~~threatened~~indirect ~~release,~~material ofinterest ain ~~hazardous~~any ~~substance~~transaction ~~that~~required ~~may~~to ~~pose~~be adisclosed ~~risk~~pursuant to ~~human~~Item ~~health~~404(a) orof ~~the~~Regulation ~~environment~~S-K.

~~RCRA~~18 ~~may~~Table ~~affect coal mining operations by establishing requirements for the proper management, handling, transportation and disposal~~ of solid and hazardous wastes. Currently, certain coal mine wastes, such as earth and rock covering a mineral deposit (commonly referred to as overburden) and coal cleaning wastes, are exempted from hazardous waste management under RCRA. Any change or reclassification of this exemption could significantly increase our coal mining costs.Contents

~~EPA~~Josh ~~began~~Hawes ~~regulating~~– coal ash as a solid waste under Subtitle D of RCRA in 2015. The EPA’s rule requires closure of sites that fail to meet prescribed engineering standards, regular inspections of impoundments, and immediate remediation and closure of unlined ponds that are polluting ground water. The rule also establishes limits for the location of new sites. However, the rule does not regulate closed coal ash impoundments unless they are located at active power plants. These requirements, as well as any future changes in the management of coal combustion residues, could increase our customers’ operating costs and potentially reduce their ability or need to purchase coal. In addition, contamination caused by the past disposal of coal combustion residues, including coal ash, could lead to material liability for our customers under RCRA or other federal or state laws and potentially further reduce the demand for coal.Director

21Josh ~~Table~~Hawes is an Independent Board Director at American Resources Corporation (AREC). He brings over 15+ years of ~~Contents~~leadership experience, specializing in commodities, buy-side/sell-side investments, and advanced technologies, to assist ARC with its capital markets plan and corporate strategy. He has a vast knowledge of capital markets integration with strategic vision and vertical integration. Josh is currently the chair of the Audit and Compensation committees for AREC. His prior experience includes chief strategy officer of USA Rare Earth, CEO of Delta1x and Hawking Alpha. Hawes holds licenses spanning commodities, investment banking, public, and private securities, including Series 3, 63, 65, 7, 79, 82, and SIE. As well, Josh holds several professional designations, such as Wharton Business School’s Corporate Governance program certificate, “Maximizing Your Effectiveness in the Boardroom,” and University of Cambridge Judge Business School, “Circular Economy and Sustainability Strategies.” He is also holder of the Chartered Market Technician, Certified Hedge Fund Professional, and Qualified Family Office Professional A Wireless Software Engineering graduate from Auburn University. The Board nominated Josh to serve as a director because of his experience and relationships in the critical minerals sector, banking sector and his experience in growth businesses. He has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

~~Comprehensive~~Gerardine ~~Environmental Response~~Botte, ~~Compensation~~PH.D. ~~and~~– ~~Liability Act~~Director

~~CERCLA~~Dr. ~~and~~Botte ~~similar~~has ~~state~~over ~~laws~~21 ~~affect~~years ~~coal~~of ~~mining~~experience ~~operations~~in ~~by,~~the ~~among~~development ~~other~~of ~~things,~~electrochemical ~~imposing~~processes ~~cleanup~~and ~~requirements~~advanced ~~for~~water ~~threatened~~treatment. orShe ~~actual~~has ~~releases~~served ofin ~~hazardous~~leadership ~~substances~~roles ~~into~~for the ~~environment.~~Electrochemical ~~Under~~Society ~~CERCLA~~ and ~~similar~~is ~~state~~currently ~~laws,~~the ~~joint~~Chair ~~and~~of ~~several~~the ~~liabilities~~Electrochemical ~~may~~Process beEngineering ~~imposed~~and onTechnology ~~hazardous~~Division ~~substance~~of ~~generators,~~the ~~site~~International ~~owners,~~Society ~~transporters,~~of ~~lessees~~Electrochemistry. ~~and~~Dr. ~~others~~Botte ~~regardless~~also ofserves ~~fault~~as or the ~~legality~~Editor in Chief of the ~~original~~Journal ~~disposal~~of ~~activity~~Applied Electrochemistry. ~~Although~~In 2014, she was named a Fellow of the ~~EPA~~Electrochemical ~~excludes~~Society ~~most~~for ~~wastes~~her ~~generated~~contributions byand ~~coal~~innovation ~~mining~~in electrochemical processes and ~~processing~~engineering. ~~operations~~She ~~from~~became ~~the~~a ~~primary~~Chapter ~~hazardous~~Fellow ~~waste~~of ~~laws,~~the ~~such~~National ~~wastes~~Academy ~~can,~~of Inventors in ~~certain~~2012. ~~circumstances~~In 2010, ~~constitute~~she ~~hazardous~~was ~~substances~~named a Fellow of the World Technology Network for her contributions on the ~~purposes~~development of ~~CERCLA~~sustainable and environmental technologies. InPrior ~~addition,~~to ~~the~~Texas ~~disposal~~Tech, ~~release~~Dr. orBotte ~~spilling~~was ofUniversity ~~some~~Distinguished ~~products~~Professor ~~used~~and byRuss ~~coal~~Professor ~~companies~~of inChemical ~~operations,~~and ~~such~~Biomolecular asEngineering ~~chemicals,~~at ~~could~~Ohio ~~trigger~~University, the ~~liability~~founder ~~provisions~~and Director of ~~CERCLA~~Ohio orUniversity’s ~~similar~~Center ~~state~~for ~~laws.~~Electrochemical ~~Thus~~Engineering Research, weand ~~may~~the befounder ~~subject~~and toDirector ~~liability~~of ~~under~~the ~~CERCLA~~Consortium ~~and~~for ~~similar~~Electrochemical ~~state~~Processes ~~laws~~and ~~for~~Technology ~~coal~~– ~~mines~~an ~~that~~Industry weUniversity ~~currently~~Cooperative ~~own,~~Research ~~lease~~Center. orHer ~~operate~~entrepreneurial orspirit ~~that~~has weled orto ~~our~~the ~~predecessors~~commercialization ~~have~~of ~~previously~~various ~~owned,~~technologies ~~leased~~and orhas ~~operated,~~founded and ~~sites~~co-founded various companies to ~~which~~help weachieve orthis ~~our~~goal. ~~predecessors~~The ~~sent~~Board ~~hazardous~~nominated ~~substances~~Dr. ~~These~~Botte ~~liabilities~~to ~~could~~serve beas ~~significant~~a ~~and~~director ~~materially~~because ~~and~~of ~~adversely~~her ~~impact~~thought ~~our~~leadership ~~financial~~in ~~results~~the technical innovations of in carbon and ~~liquidity~~rare earth elements. She has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

~~Endangered~~Courtenay ~~Species~~O. ~~and~~Taplin ~~Bald~~– ~~and Golden Eagle Protection Acts~~Director

~~The~~Courtenay ~~ESA~~serves ~~and~~as ~~similar~~Director ~~state~~of ~~legislation~~American ~~protect~~Resources ~~species~~Corporation. ~~designated~~He asbrings ~~threatened,~~over ~~endangered~~40 oryears ~~other~~of ~~special~~experience ~~status.~~of ~~The~~sourcing ~~U.S. Fish~~ and ~~Wildlife~~supplying ~~Service~~iron ~~(the~~ore, ~~“USFWS”)~~coke ~~works~~and ~~closely~~metallurgical ~~with~~coal to the ~~OSM~~steel ~~and~~industry ~~state~~to ~~regulatory~~assist ~~agencies~~American toResources ~~ensure~~with ~~that~~their ~~species~~supply ~~subject~~chain, tologistics, ~~the~~customers, ~~ESA~~overall ~~are~~corporate ~~protected~~strategy. ~~from~~He ~~mining-related~~has ~~impacts.~~a ~~Several~~vast ~~species~~knowledge ~~indigenous~~of toboth the ~~areas~~global inand ~~which~~domestic wemarketplace ~~operate~~where ~~area~~he ~~protected~~works ~~under~~with ~~the~~both ~~ESA~~suppliers and consumers. ~~Other~~Courtenay ~~species~~is incurrently ~~the~~Managing ~~vicinity~~Director of ~~our~~Compass ~~operations~~Point ~~may~~Resources, ~~have~~LLC ~~their~~which ~~listing~~he ~~status~~founded ~~reviewed~~ in ~~the~~2007. ~~future~~Mr. ~~and~~Taplin ~~could~~ also ~~become~~acts ~~protected~~as ~~under~~Managing ~~the~~Director ~~ESA.~~for InClay ~~addition~~Resources LLC, ~~the~~a ~~USFWS~~commodities ~~has~~firm ~~identified~~trading ~~bald~~in ~~eagle~~African ~~habitat~~origin inminerals ~~some~~and ofmetals with sales to the ~~counties~~world’s ~~where~~merchant weconsumers ~~operate.~~from ~~The~~its ~~Bald~~offices in the U. S. and ~~Golden~~Durban, ~~Eagle~~South ~~Protection~~Africa. ~~Act~~His ~~prohibits~~prior ~~taking~~experience ~~certain~~includes ~~actions~~Crown ~~that~~Coal ~~would~~& ~~harm~~Coke ~~bald~~Company orand ~~golden~~Pickands ~~eagles~~Mather ~~without~~& ~~obtaining~~Company aout ~~permit~~of ~~from~~Cleveland, ~~the~~OH. ~~USFWS~~Mr. ~~Compliance~~Taplin ~~with~~attended ~~the~~Hobart ~~requirements~~College ofand ~~the~~received ~~ESA~~his ~~and~~degree ~~the~~from ~~Bald~~Case ~~and~~Western ~~Golden~~Reserve ~~Eagle~~University. ~~Protection~~The ~~Act~~Board ~~could~~nominated ~~have~~Courtenay ~~the~~to ~~effect~~serve as a director because of ~~prohibiting~~his orexperience ~~delaying~~and usrelationships ~~from~~in ~~obtaining~~the ~~mining~~raw ~~permits.~~materials ~~These~~and ~~requirements~~coking ~~may~~sector ~~also~~and ~~include~~his ~~restrictions~~experience onin ~~timber~~managing ~~harvesting,~~growing ~~road~~businesses. ~~building~~He ~~and~~has ~~other~~no ~~mining~~direct or ~~agricultural~~indirect ~~activities~~material interest in ~~areas~~any ~~containing~~transaction ~~the~~required ~~affected~~to ~~species~~be ordisclosed ~~their~~pursuant ~~habitats~~to Item 404(a) of Regulation S-K.

~~Use~~19 Table of ~~Explosives~~Contents

~~Our~~None surface mining operations are subject to numerous regulations relating to blasting activities. Due to these regulations, we will incur costs to design and implement blast schedules and to conduct pre-blast surveys and blast monitoring, either directly or through the costs of ~~a contractor we may employ. In addition,~~ the ~~storage~~directors ofhave ~~explosives~~been isinvolved ~~subject to various regulatory requirements. For example, pursuant to a rule issued by the Department of Homeland Security~~ in ~~2007,~~any ~~facilities~~legal inproceedings ~~possession~~that ofwould ~~chemicals~~require ~~of interest (including ammonium nitrate at certain threshold levels) are required to complete~~ a ~~screening~~disclosure ~~review. Our mines are low risk, Tier 4 facilities which are not subject to additional security plans. In 2008, the Department of Homeland Security proposed regulation of ammonium nitrate~~ under ~~the~~Item ~~ammonium~~401 nitrate security rule. Additional requirements may include tracking and verifications for each transaction related to ammonium nitrate, though a final rule has yet to be issued. Finally, in December 2014, the OSM announced its decision to pursue a rulemaking to revise regulations under SMCRA which will address all blast generated fumes and toxic gases. OSM has not yet issued a proposed rule to address these blasts. The outcome of ~~these~~Regulation ~~rulemakings could materially adversely impact our cost or ability to conduct our mining operations~~SK.

~~National~~During ~~Environmental~~the ~~Policy~~past ~~Act~~ten years, none of our directors or executive officers has been:

~~NEPA~~· ~~requires~~the ~~federal~~subject ~~agencies,~~of ~~including~~any ~~the~~bankruptcy ~~Department~~petition offiled ~~Interior,~~by toor ~~evaluate~~against ~~major~~any ~~agency~~business ~~actions~~of ~~that~~which ~~have~~such ~~the~~person ~~potential~~was toa ~~significantly~~general ~~impact~~partner ~~the~~or ~~environment,~~executive ~~such~~officer aseither ~~issuing~~at athe ~~permit~~time of the bankruptcy or ~~other~~within ~~approval.~~two Inyears ~~the~~prior ~~course~~to ofthat ~~such~~time; ~~evaluations,~~· anconvicted ~~agency~~in ~~will~~a ~~typically~~criminal ~~prepare~~proceeding anor ~~environmental~~is ~~assessment~~subject to ~~determine~~a ~~the~~pending ~~potential~~criminal ~~direct,~~proceeding ~~indirect~~(excluding traffic violations and ~~cumulative~~other ~~impacts~~minor ofoffenses); a· ~~proposed~~subject ~~project.~~to ~~Where~~any ~~the~~order, ~~activities~~judgment inor ~~question~~decree, ~~have~~not ~~significant~~subsequently ~~impacts~~reversed, tosuspended ~~the~~or ~~environment~~vacated, ~~the~~of ~~agency~~any ~~must~~court ~~prepare~~of ancompetent ~~environmental~~jurisdiction, ~~impact~~permanently ~~statement.~~or ~~Compliance~~temporarily ~~with~~enjoining, ~~NEPA~~barring, ~~can~~suspending beor ~~time-consuming~~otherwise ~~and~~limiting ~~may~~his ~~result~~involvement in ~~the~~any ~~imposition~~type of ~~mitigation~~business, ~~measures~~securities ~~that~~or ~~could~~banking ~~affect~~activities; ~~the~~· ~~amount~~found by a court of ~~coal~~competent ~~that~~jurisdiction we(in ~~are~~a ~~able~~civil toaction), ~~produce~~the ~~from~~SEC ~~mines~~or onthe ~~federal~~Commodity ~~lands~~Futures ~~and~~Trading ~~may~~Commission ~~require~~to ~~public~~have ~~comment.~~violated ~~Furthermore~~a federal or state securities or commodities law, ~~whether~~that ~~agencies~~has ~~have~~not ~~complied~~been ~~with~~reversed, ~~NEPA~~suspended, isor vacated; · subject of, or a party to, ~~protest~~any order, ~~appeal~~judgment, decree or ~~litigation~~finding, ~~which~~not ~~can~~subsequently ~~delay~~reversed, suspended or ~~halt~~vacated, ~~projects.~~relating ~~The~~to ~~NEPA~~an ~~review~~alleged ~~process,~~violation ~~including~~of ~~potential~~a ~~disputes~~federal ~~regarding~~or ~~the~~state ~~level~~securities ofor ~~evaluation~~commodities ~~required~~law ~~for~~or ~~climate~~regulation, ~~change~~law ~~impacts~~or regulation respecting financial institutions or insurance companies, ~~may~~law ~~extend~~or ~~the~~regulation ~~time~~prohibiting ~~and/~~mail or ~~increase~~wire ~~the~~fraud ~~costs~~or ~~and~~fraud ~~difficulty~~in ofconnection ~~obtaining~~with ~~necessary~~any ~~governmental~~business ~~approvals~~entity; or · subject of, ~~and~~or ~~may~~a ~~lead~~party to, ~~litigation~~any ~~regarding~~sanction ~~the~~or ~~adequacy~~order, not subsequently reversed, suspended or vacated, of ~~the~~any ~~NEPA~~self-regulatory ~~analysis~~organization, ~~which~~any ~~could~~registered ~~delay~~entity or ~~potentially~~any ~~preclude~~equivalent ~~the~~exchange, ~~issuance~~association, ofentity ~~approvals~~or organization that has disciplinary authority over its members or ~~grant~~persons ofassociated ~~leases~~with a member.

22None ~~Table~~of our directors, executive officers or affiliates, or any beneficial owner of ~~Contents~~5% or more of our common stock, or any associate of such persons, is an adverse party in any material proceeding to, or has a material interest adverse to, us.

~~The~~Separation ~~Council on Environmental Quality recently released guidance discussing how federal agencies should consider the effects~~ of ~~GHG~~Duties ~~emissions and climate change in their NEPA evaluations. The guidance encourages agencies to provide more detailed discussion~~ of the ~~direct,~~Chairman ~~indirect, and cumulative impacts~~ of ~~a proposed action’s reasonably foreseeable emissions and effects. This guidance could create additional delays and costs in~~ the ~~NEPA review process or in our operations~~Board, orthe ~~even~~Chief anExecutive ~~inability~~Officer toand ~~obtain necessary federal approvals for our operations due to~~ the ~~increased risk of legal challenges from environmental groups seeking additional analysis of climate impacts.~~President

~~Other~~Due ~~Environmental~~to ~~Laws~~the inherent limitations of nonexecutive chairs, the duties of the Chairman of the Board and the Chief Executive Officer have not been separated. In order to increase objectivity and fiduciary responsibilities to the shareholders both in appearance and operation, the duties of the Chief Executive Officer and the President have been separated.

WeDirector are required to comply with numerous other federal, state, and local environmental laws and regulations in addition to those previously discussed. These additional laws include but are not limited to the Safe Drinking Water Act, the Toxic Substances Control Act, and the Emergency Planning and Community Right-to-Know Act. Each of these laws can impact permitting or planned operations and can result in additional costs or operational delays.Independence

~~Employees~~As of December 31, 2025 our board of directors consist of Mark C. Jensen, our Chief Executive Officer, Thomas M. Sauve, our former President, Josh Hawes, Gerardine Botte, PHD, and Courtenay O. Taplin, of which Ms. Botte and Messrs Hawes and Taplin are considered independent in accordance under the requirements of the NASDAQ, and SEC.

~~ARC~~20 ~~and~~Table ~~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.~~ Contents

~~The~~Limitation ~~Company currently has approximately 23 direct employees. The Company is headquartered in Fishers, Indiana with four members~~ of ~~the~~Director ~~Company’s~~Liability; ~~executive team based at this location.~~Indemnification

~~Item 1A. Risk Factors.~~Indemnity

~~Because~~To wethe ~~are~~fullest aextent ~~Smaller~~permitted ~~Reporting~~by the Florida Business Corporation Act, the Company shall indemnify, weor ~~are~~advance ~~not~~expenses ~~required~~to, any person made, or threatened to ~~provide~~be made, a party to any action, suit or proceeding by reason of the ~~information~~fact ~~required~~that such person (i) is or was a director of the Company; (ii) is or was serving at the request of the Company as a director of another Company, provided that such person is or was at the time a director of the Company; or (iv)is or was serving at the request of the Company as an officer of another Company, provided that such person is or was at the time a director of the Company or a director of such other Company, serving at the request of the Company. Unless otherwise expressly prohibited by the Florida Business Corporation Act, and except as otherwise provided in the previous sentence, the Board of Directors of the Company shall have the sole and exclusive discretion, on such terms and conditions as it shall determine, to indemnify, or advance expenses to, any person made, or threatened to be made, a party to any action, suit, or proceeding by reason of the fact such person is or was an officer, employee or agent of the Company as an officer, employee or agent of another Company, partnership, joint venture, trust or other enterprise. No person falling within the purview of this ~~item~~paragraph may apply for indemnification or advancement of expenses to any court of competent jurisdiction.

23Section ~~Table~~16(a) ofBeneficial ~~Contents~~Ownership Reporting Compliance

~~Item~~Our 1Bshares of common stock are registered under the Exchange Act, and therefore our officers, directors and holders of more than 10% of our outstanding shares are subject to the provisions of Section 16(a) which requires them to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and our other equity securities. ~~Unresolved~~Officers, ~~Staff~~directors ~~Comments~~and greater than 10% beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. During the fiscal year ended December 31, 2025, none of our officers, directors or 10% shareholders failed to file any Section 16 report on a timely basis.

~~None.~~Code of Ethics

~~Item~~We 2have adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors. ~~Properties~~In addition to the Code of Business Conduct and Ethics, our principal executive officer, principal financial officer and principal accounting officer are also subject to written policies and standards that are reasonably designed to deter wrongdoing and to promote: honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to the SEC and in other public communications made by us; compliance with applicable government laws, rules and regulations; the prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and accountability for adherence to the code. We have posted the text of our Code of Business Conduct and Ethics on our public website. We intend to disclose future amendments to, or waivers from, certain provisions of our Code of Business Conduct and Ethics as applicable.

~~ARC’s~~Legal ~~principal offices are located at 12115 Visionary Way, Fishers, Indiana 46038~~Proceedings. ~~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~~To ~~leases~~the ~~office~~best ~~space~~of atour ~~1716~~knowledge, Eexcept ~~Pleasant~~as ~~Street,~~set ~~Noblesville~~forth herein, ~~Indiana~~none ~~46060~~of ~~with~~the directors or director designees to our knowledge has been convicted in a ~~current~~criminal ~~monthly~~proceeding, ~~rent~~excluding ~~payment~~traffic ofviolations $5or similar misdemeanors,~~224.~~ ~~The~~or ~~lease~~has ~~agreement~~been ~~expires~~a party to any judicial or administrative proceeding during the past five years that resulted in ~~November~~a ~~2028~~judgment ~~and~~decree isor final order enjoining the person from future violations of, or prohibiting activities subject to, ~~escalation~~federal ~~payments~~or onstate ansecurities ~~annual~~laws, ~~basis~~or finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement.

~~ReElement~~21 ~~leases~~Table ~~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.Contents

~~Electrified~~Committees ~~Materials~~of ~~Corporation~~the ~~leases~~Board ~~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.~~Directors

~~Electrified~~Currently, ~~Materials~~our ~~Corporation~~board ~~leases~~of ~~outdoor~~directors ~~storage~~has ~~space~~four ~~from~~committees: ~~LRR~~an inAudit ~~Noblesville~~Committee, ~~Indiana~~a atCompensation Committee, a ~~monthly~~Nomination ~~rent~~Committee, ~~rate~~and ofa ~~$20,000~~Safety and Environmental Committee. The ~~lease~~composition ~~expires~~and inresponsibilities ~~December~~of ~~2028~~the four committees are described below.

~~Electrified~~Audit 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.Committee

~~KCC~~As required by the rules of the SEC, athe ~~subsidiary~~audit committee consists solely of ~~AIC~~independent directors, ~~rents~~who ~~office~~are ~~space~~Ms. ~~from~~Botte ~~LRR~~and atMessrs ~~11000~~Hawes, ~~Highway~~and 7Taplin. ~~South~~SEC rules also require that a public company disclose whether its audit committee has an “audit committee financial expert” as a member. An “audit committee financial expert” is defined as a person who, ~~Kite~~based on his or her experience, ~~Kentucky~~possesses ~~41828~~the ~~with~~attributes ~~monthly~~outlined ~~rent~~in ofsuch ~~$1,702~~rules. Mr. ~~and~~Hawes ameets ~~lease~~the ~~expiration~~requirements of ~~December~~an ~~31,~~audit ~~2029~~committee financial expert.

~~The~~This ~~Company~~committee ~~also~~oversees, ~~utilizes~~reviews, ~~various~~acts ~~office~~on ~~spaces~~and reports on~~-site~~ atvarious ~~its~~auditing ~~coal~~and ~~mining~~accounting ~~operations~~matters ~~and~~to ~~coal~~our ~~preparation~~board ~~plant~~of ~~locations~~directors, inincluding: ~~eastern~~the ~~Kentucky~~selection of our independent accountants, ~~with~~the ~~such~~scope ~~rental~~of ~~payments~~our ~~covered~~annual ~~under~~audits, ~~any~~fees ~~surface~~to ~~lease~~be ~~contracts~~paid to the independent accountants, the performance of our independent accountants and our accounting practices. In addition, the audit committee oversees our compliance programs relating to legal and regulatory requirements. We have adopted an audit committee charter defining the committee’s primary duties in a manner consistent with ~~any~~the rules of the ~~surface~~SEC ~~landowners~~and applicable stock exchange or market standards.

~~The~~Compensation ~~following map shows the location of our mining properties:~~Committee

~~Item~~As 3required by the rules of the SEC, the compensation committee consists solely of independent directors, who are Ms. ~~Legal~~Botte ~~Proceedings~~and Mr. Hawes. The purpose of this committee shall be to (i) assist the board of directors in the oversight of the Company’s executive officer and director compensation programs, (ii) discharge the board of director’s duties relating to administration of the Company’s incentive compensation and any other stock- based plans, and (iii) act on specific matters within its delegated authority, as determined by the board of directors from time to time.

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

~~Please~~The ~~see~~board ~~financial~~of ~~statement~~directors ~~note~~formed the Nomination Committee, which is comprised of Mr. Sauve and Mr. Jensen. 10The ~~for~~purpose ~~detail~~of onthis ~~cases~~committee shall be to (i) assist the board of directors in cultivating valuable board of director nominees and (ii) navigating the onboarding for selected directors.

~~Item~~Safety 4.and ~~Mine~~Environmental ~~Safety Disclosures.~~Committee

The ~~information~~board ~~concerning~~of ~~mine~~directors ~~safety~~formed ~~violations~~a orSafety ~~other~~and ~~regulatory~~Environmental ~~matters~~Committee, ~~required~~which byis ~~Section~~comprised ~~1503(a)~~of Messrs Jensen and Sauve. The purpose of this committee is to assist the ~~Dodd-Frank~~board ~~Wall~~in ~~Street~~fulfilling ~~Reform~~its responsibilities by providing oversight and ~~Consumer~~support ~~Protection~~in ~~Act~~assessing the effectiveness of the Company’s environmental, health, and ~~Item~~safety ~~104~~policies, programs and initiatives. This committee will monitor the continued effectiveness of ~~Regulation~~these ~~S-K~~policies isand ~~included~~procedures inby ~~Exhibit~~periodically 95reviewing the applicable environmental, health and safety laws, rules and regulations.1 The Committee will also perform such other functions as the Board may assign to ~~this~~the ~~Annual~~Committee ~~Report~~from time to time.

2422 Table of Contents

~~PART~~Item II11. Executive Compensation.

~~Item~~The 5following table sets forth information concerning the annual and long-term compensation of our executive officers for services rendered in all capacities to us during the last two completed fiscal years. ~~Market~~The listed individuals shall hereinafter be referred to as the “Named Executive Officers.” We also have included below a table regarding compensation paid to our directors who served during the last completed fiscal year. The address for ~~Registrant’s~~all ~~Common~~individuals ~~Equity,~~identified ~~Related~~in ~~Stockholder~~the ~~Matters~~following ~~and~~tables ~~Issuer~~is ~~Purchases~~12115 ofVisionary ~~Equity~~Way, ~~Securities~~Suite 174, Fishers, IN 46038.

~~Market~~Summary ~~Information.~~Compensation Table - Officers

Our Class A Common Stock (also referred to as common stock or shares) is presently traded on the NASDAQ Capital Market under the ticker symbol AREC. Our common stock has been thinly traded since our Company’s inception. Moreover, we do not believe that any institutional or other large-scale trading of our stock has occurred or will in fact occur in the near future. The following table sets forth information as reported by the Nasdaq Capital Markets for the high and low bid and ask prices for each of the eight quarters ending December 31, 2024 for our common stock. The following prices reflect inter-dealer prices without retail markup, markdown or commissions and may not reflect actual transactions.

(a)	(b)	(c)		(d)	(e)	(f)		(g)	(h)	(I)		(j)
Name and principal position	Year	Salary ($)		Bonus ($)	Stock Awards ($)	Option Awards ($)		Non-equity Incentive plan Compensation ($)	Nonqualified deferred compensation earnings ($)	All other Compensation ($)		Total ($)

Mark C. Jensen, (1) CEO	2025		450,000	-0-	-0-		801,508	-0-	-0-	-0-			1,251,508
	2024		375,000	-0-	-0-		378,000	-0-	-0-	-0-			753,000

Thomas M. Sauve, (2) Former President	2025		350,000	-0-	-0-		569,680	-0-	-0-		8,074		927,754
	2024		300,000	-0-	-0-		207,000	-0-	-0-		8,417		515,417

Kirk P. Taylor, (3) CFO	2025		350,000	-0-	-0-		176,700	-0-	-0-		25,298		551,998
	2024		300,000	-0-	-0-	-0-					26,363		326,363

Tarlis R Thompson, (4) Former COO	2025		197,837	-0-	-0-	-0-		-0-	-0-	-0-			197,837
	2024		197,837	-0-	-0-	-0-		-0-	-0-		26,699		224,536

	High		Low
Quarters ending in 2024
March 31	$	1.78	$	1.68
June 30		1.59		1.48
September 30		0.99		0.41
December 31	$	1.34	$	0.84
Quarters ending in 2023
March 31	$	1.87	$	1.19
June 30		2.16		1.05
September 30		2.12		1.20
December 31	$	1.86	$	1.21

____________________

(b) Holders

(1)	The Company entered into an employment agreement, beginning January 1, 2024 and expiring on December 31, 2024, with Mr. Jensen increasing base pay to $375,000 and carrying certain performance bonuses and stock options which would be awarded by the board of directors. The Company entered into an employment agreement, beginning January 1, 2025 and expiring on December 31, 2025, with Mr. Jensen increasing base pay to $450,000 and carrying certain performance bonuses and stock options which would be awarded by the board of directors. The Company issued 300,000 and 497,368 stock options in 2024 and 2025, respectively. The value in the option awards represents Black-Scholes Option Pricing Model fair market value. No bonus was awarded during 2024 and 2025.

(2)	The Company entered into an employment agreement, beginning January 1, 2024 and expiring on December 31, 2024, with Mr. Sauve increasing base pay to $300,000 any carrying certain performance bonuses and stock options which would be awarded by the board of directors. The Company entered into an employment agreement, beginning January 1, 2025 and expiring on December 31, 2025, with Mr. Sauve increasing base pay to $350,000 any carrying certain performance bonuses and stock options which would be awarded by the board of directors. The Company issued 225,000 and 353,509 stock options in 2024 and 2025, respectively. The value in the option awards represents Black-Scholes Option Pricing Model fair market value. No bonus was awarded during 2024 and 2025. During 2025 and 2024, other compensation totaling $8,074 and $8,417included health insurance reimbursement. On December 25, 2025 Mr. Sauve relinquished his role as an officer.

(3)	The Company entered into an employment agreement, beginning January 1, 2024, and expiring on December 31, 2024, with Mr. Taylor increasing base pay to $300,000 any carrying certain performance bonuses and stock options which would be awarded by the board of directors. The Company entered into an employment agreement, beginning January 1, 2025, and expiring on December 31, 2025, with Mr. Taylor increasing base pay to $350,000 any carrying certain performance bonuses and stock options which would be awarded by the board of directors. The Company issued 0 and 109,649 stock options in 2024 and 2025, respectively. The value in the option awards represents Black-Scholes Option Pricing Model fair market value. No bonus was awarded during 2025 and 2024. During 2024 and 2025, other compensation totaling $26,363 and $25,298 included health insurance reimbursement.

(4)	There is no employment agreement in place for Mr. Thompson. 0 Options were issued during 2024. The value in the option awards represents Black-Scholes Option Pricing Model. During 2024 and 2025, other compensation totaling $26,699 and $0 included health insurance reimbursement. On January 27, 2025, Mr. Thompson relinquished his role as an officer.

As23 ofTable ~~December 31, 2024, the Company had 131 Class A Common Stock shareholders~~ of record holding 78,017,047 shares of our Class A Common Stock issued and outstanding. This number includes one position at Cede & Co., which includes an unknown number of shareholders holding shares of 53,816,546 Class A Common Stock. The number of both shareholders of record and beneficial shareholders may change on a daily basis and without the Company’s immediate knowledge.Contents

~~(c)~~Director ~~Dividends~~Compensation

Holders of common stock are entitled to receive dividends as may be declared by our Board of Directors and, in the event of liquidation, to share pro rata in any distribution of assets after payment of liabilities and preferred shareholders. Our Board of Directors has sole discretion to determine: (i) whether to declare a dividend; (ii) the dividend rate, if any, on the shares of any class of series of our capital stock, and if so, from which date or dates; and (iii) the relative rights of priority of payment of dividends, if any, between the various classes and series of our capital stock. We have not paid any dividends and do not have any current plans to pay any dividends.

(a)		(b)	(c)	(d)		(e)	(f)	(g)	(h)
Name and principal position		Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)		Non-Equity Incentive Plan Compensation ($)	Nonqualified deferred compensation earnings ($)	All Other Compensation ($)	Total ($)
Mark C. Jensen (1)	2025	-0-	-0-		-0-	-0-	-0-	-0-		-0-
	2024	-0-	-0-		-0-	-0-	-0-	-0-		-0-

Thomas M. Sauve (2)	2025	-0-	-0-		-0-	-0-	-0-	-0-		-0-
	2024	-0-	-0-		-0-	-0-	-0-	-0-		-0-

Courtenay O. Taplin (3)	2025	-0-	-0-		241,725	-0-	-0-	-0-		241,725
	2024	-0-	-0-		134,597	-0-	-0-	-0-		134,597

Dr. Gerardine Botte (4)	2025	-0-	-0-		241,725	-0-	-0-	-0-		241,725
	2024	-0-	-0-		193,500	-0-	-0-	-0-		193,500

Josh Hawes (5)	2025	-0-	-0-		402,875	-0-	-0-	-0-		402,875
	2024	-0-	-0-		320,000	-0-	-0-	-0-		320,000

25____________________ ~~Table of Contents~~

Public market for common stock

(1)	reserved

(2)	reserved

~~Effective,~~(3) ~~February~~Mr. Taplin was appointed as a director on November 15, ~~2019,~~2018. The ~~Company’s~~value ~~Common~~of ~~Stock~~the ~~began~~Option ~~trading~~Award onto Directors in Column (d) represents the ~~NASDAQ~~fair ~~Capital~~market ~~Market~~value of the stock options awarded using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the stock options to the option holder. During 2025 and 2024, 241,725 and 134,597 options were issued to Mr. Taplin for his service on the board, respectively.

Recent Sales of Unregistered Securities.

(4)	Dr. Botte was appointed as a director on November 23, 2020. The value of the Option Award to Directors in Column (d) represents the fair market value of the stock options using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the stock options to the option holder. During 2025 and 2024, 241,725 and 193,500 options were issued to Dr. Botte for her service on the board.

(5)	Mr. Hawes was appointed as a director on August 16, 2023. During 2025 and 2024, 402,875 and 320,000 options were issued to Mr. Hawes for his service on the board and chair of the audit and compensation committees.

~~CLASS~~No Aretirement, ~~COMMON~~pension, ~~STOCK~~profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.

~~During~~There ~~the~~are ~~periods~~no ~~ending~~understandings ~~December~~or ~~31,~~agreements ~~2024~~regarding ~~and~~compensation ~~December 31, 2023, the Company engaged in the sale of its unregistered securities as described below. The shares of~~ our ~~Class~~management Awill Common Stock were issued pursuant to an exemption from registration in Section 4(a)(2) of the Securities Act of 1933. These shares of our Class A Common Stock qualified for exemption under Section 4(a)(2) of the Securities Act of 1933 since the issuance of shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(a)(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, these shareholders had necessary investment intent as required by Section 4(a)(2) since they agreed to receive ~~share~~after ~~certificates bearing~~ a ~~legend~~business ~~stating~~combination that ~~such~~is ~~shares~~required ~~are restricted pursuant~~ to ~~Rule 144 of the 1933 Act. This restriction ensures that these shares would not~~ be ~~immediately~~included ~~redistributed~~in ~~into~~this ~~the market and therefore not be part of a “public offering.” All shareholders are “sophisticated investors” and are family members~~table, ~~friends~~ or ~~business acquaintances of our officers and directors~~otherwise. ~~Based on an analysis of the above factors, we believe we have met the requirements to qualify for exemption under section 4(a)(2) of the Securities Act of 1933 for this transaction.~~

~~During~~24 ~~2023,~~Table ~~the Company issued 9,420,230 shares~~ of ~~Class A Common Stock pursuant to debt conversions.~~Contents

~~During~~Employment ~~2023, the Company issued 49,020 shares of Class A Common Stock pursuant to consulting arrangements.~~Agreements

~~During~~The ~~2024~~Company has employment agreements in place with its Named Executive Officers that provide for base salary and eligibility to receive a discretionary annual performance bonus, as well as potential participation in the Company’s ~~re-purchased~~equity 86incentive plans,~~410~~ ~~shares~~as described in the executive compensation footnotes. Bonus and equity awards, if any, are determined at the discretion of ~~Class~~the ACompany’s ~~Common~~Board ~~Stock~~of ~~pursuant~~Directors. Certain executive employment agreements were entered into or renewed during fiscal year 2025 with terms specific to ~~stock~~the ~~re-purchase~~individual ~~program~~officers, as further described in the executive compensation disclosures, and superseded prior arrangements that were in effect during 2024.

~~During~~Outstanding ~~2024,~~Equity ~~the Company issued 902,419 shares of Class A Common Stock pursuant to warrant conversions.~~Awards

~~During~~The ~~2024,~~following ~~the~~equity ~~Company~~awards, ~~issued~~including, ~~595~~options,~~790~~ ~~shares~~restricted ofstock ~~Class~~or Aother ~~Common~~equity ~~Stock~~incentives ~~pursuant~~from the Company to ~~debt~~current ~~conversions.~~officers are as follows:

~~During~~- ~~2024,~~Chief ~~the~~Executive ~~Company~~Officer: ~~issued 102,500 shares of Class A Common Stock pursuant to various consulting arrangements.~~

~~During~~· ~~2024~~November 23, ~~the~~2020 to purchase up to 85,976 shares of our Company ~~issued~~at ~~148~~$1.64 per share. Those options vest upon issuance. · February 3, 2021 to purchase up to 25,000 shares of ~~Class~~our ACompany ~~Common~~at ~~Stock~~$2.56 ~~pursuant~~per share. Those options vest upon issuance. · December 13, 2021 to ~~the~~purchase ~~exercise~~up to 450,000 shares of ~~stock~~our Company at $1.74 per share. Those options vest over 9 years. · June 28, 2022 to purchase up to 300,000 shares of our Company at $1.52 per share. Those options vest over 5 years. · July 27, 2022 to purchase up to 100,000 shares of our Company at $1.94 per share. Those options vest over 2 years. · January 1, 2023 to purchase 150,000 shares of our Company at $1.32 per share. Those options vest over 4.25 years. · April 19, 2023 to purchase 350,000 shares of our Company at $1.29 per share. Those options vest over 5 years. · July 18, 2023 to purchase 300,000 shares of our Company at $1.95 per share. Those options vest over 5.25 years. · February 8, 2024 to purchase 50,001 shares of our Company at $1.29 per share. Those options vest over 1 years. · February 8, 2024 to purchase 249,999 shares of our Company at $1.29 per share. Those options vest over 5.25 years. · December 19, 2025 to purchase 497,368 shares of our Company at $2.28 per share. Those options vest over 3 years.

~~SERIES~~- AFormer ~~PREFERRED~~President: ~~STOCK~~

~~Our~~· ~~certificate~~November of23, ~~incorporation~~2020 ~~authorizes~~to ~~our~~purchase ~~board~~up ofto ~~directors~~70,732 ~~subject~~shares toof ~~any~~our ~~limitations~~Company ~~prescribed~~at by$1.64 ~~law,~~per ~~without~~share. ~~further~~Those ~~stockholder~~options ~~approval,~~vest toupon ~~establish~~issuance. ~~and~~· toFebruary ~~issue~~3, ~~from~~2021 ~~time~~ to ~~time~~purchase ~~our~~up ~~Series~~to A25,000 ~~Preferred~~shares ~~stock,~~of ~~par~~our ~~value~~Company at $02.~~0001~~56 per share,. ~~covering~~Those upoptions vest upon issuance. · December 13, 2021 to anpurchase ~~aggregate~~up ofto 5275,000~~,000~~ shares of ~~Series~~our ACompany ~~Preferred~~at ~~stock~~$1.74 ~~The~~per ~~Series~~share. AThose ~~Preferred~~options ~~stock~~vest ~~will~~over ~~cover~~7 ~~the~~years. ~~number~~· ofJune ~~shares~~28, ~~and~~2022 ~~will~~to ~~have~~purchase ~~the~~up ~~powers,~~to ~~preferences~~175,000 ~~rights,~~shares ~~qualifications,~~of ~~limitations~~our ~~and~~Company ~~restrictions~~at ~~determined~~$1.52 byper ~~the~~share. ~~board~~Those ofoptions ~~directors,~~vest ~~which~~over ~~may~~3 ~~include,~~years. ~~among~~· ~~others,~~July ~~dividend rights~~27, ~~liquidation~~2022 ~~preferences,~~to ~~voting~~purchase ~~rights,~~up ~~conversion~~to ~~rights~~100,000 ~~preemptive~~shares ~~rights~~of ~~and~~our ~~redemption~~Company ~~rights~~at $1.94 ~~Except~~per asshare. ~~provided~~Those byoptions ~~law~~vest orover in2 ayears. ~~preferred~~· ~~stock~~January ~~designation~~1, ~~the~~2023 ~~holders~~to purchase 100,000 shares of ~~preferred~~our ~~stock~~Company ~~will~~at ~~not~~$1.32 beper ~~entitled~~share. toThose ~~vote~~options atvest orover ~~receive~~4.25 ~~notice~~years. of· ~~any~~April ~~meeting~~19, 2023 to purchase 350,000 shares of ~~stockholders~~our Company at $1.29 ~~Effective~~per ~~November~~share. Those options vest over 5, ~~2018~~years. · July 18, ~~the~~2023 ~~eleven~~to ~~Series~~purchase A175,000 ~~Preferred~~shares ~~holders~~of ~~elected~~our toCompany ~~proportionally~~at ~~convert~~$1.95 aper ~~total~~share. ofThose options vest over 4.75 years. · February 8,~~336~~ 2024 to purchase 175,~~012~~000 shares of ~~the~~our ~~4,817,792~~Company ~~total~~at ~~Series~~$1.29 Aper ~~Preferred~~share. ~~stock~~Those ~~outstanding~~options ~~into~~vest ~~14,453,373~~over ~~common~~4.75 ~~shares~~years. of· ~~the~~August ~~company~~29, ~~and~~2024 asto apurchase ~~result~~50,000 ~~481,780~~ shares of ~~Series~~our ACompany ~~Preferred~~at ~~stock~~$0.54 ~~remained~~per share. OnThose ~~February~~options ~~14,~~vest ~~2019~~over 3 years. · December 19, ~~the~~2025 ~~remaining~~to ~~outstanding~~purchase 353,509 shares of ~~Series~~our ACompany ~~Preferred~~at ~~stock~~$2.28 ~~were~~per ~~converted~~share. ~~into~~Those ~~1,509,070~~options ~~common~~vest ~~shares~~over of3 ~~the company~~years.

~~Pursuant to the Series A Preferred Stock Designation, the holders of the Series A Preferred stock are entitled to three hundred thirty~~-~~three~~ ~~and~~Chief ~~one-third~~Financial ~~votes,~~Officer: on an “as-converted” basis, per each Series A Preferred share held of record on all matters to be voted upon by the stockholders. The holders of the Series A Preferred stock are not entitled to receive dividends.

~~The~~· ~~holders~~November 23, 2020 to purchase up to 45,732 shares of ~~the~~our ~~Series~~Company Aat ~~Preferred~~$1.64 ~~stock~~per ~~are~~share. ~~entitled~~Those options vest upon issuance. · February 3, 2021 to ~~convert~~purchase ~~into~~up ~~common~~to ~~shares~~25,000 shares of our Company at ~~the~~$2.56 ~~holder’s~~per ~~discretion~~share. Those options vest upon issuance. · December 13, 2021 to purchase up to 100,000 shares of our Company at a$1.74 ~~rate~~per share. Those options vest over 7 years. · July 27, 2022 to purchase up to 100,000 shares of ~~one~~our ~~Series~~Company Aat ~~Preferred~~$1.94 per share. ~~for~~Those ~~three~~options ~~and~~vest ~~one-third~~over ~~common~~2 years. · January 1, 2023 to purchase 100,000 shares of our Company at $1.32 ~~Any~~per ~~fractional~~share. ~~common~~Those options vest over 4.25 years. · April 19, 2023 to purchase 350,000 shares ~~created~~of byour ~~the~~Company ~~conversion~~at is$1.29 ~~rounded~~per share. Those options vest over 5 years. · December 19, 2025 to ~~the~~purchase ~~nearest~~109,649 ~~whole~~shares ~~common~~of our Company at $2.28 per share. Those options vest over 3 years.

~~Upon~~25 ~~our~~Table ~~liquidation, dissolution, distribution~~ of ~~assets or other winding up, the holders of the Series A Preferred stock shall be entitled to receive in preference to the holders of the Common Stock a per share amount equal to $1.65 per share.~~Contents

26- ~~Table~~Former ofChief ~~Contents~~Operating Officer, who was issued options under our Employee Incentive Stock Option Plan on

~~SERIES~~· BSeptember ~~PREFERRED~~12, ~~STOCK~~2018 to purchase up to 136,830 shares of our Company at $1.00 per share. Those options vest equally over the course of three years. · June 5, 2019 to purchase up to 75,000 shares of our Company at $2.63 per share · June 18, 2020 to purchase up to 500,000 shares of our Company at $1.13 per share · December 13, 2021 to purchase up to 200,000 shares of our Company at $1.74 per share. Those options vest over 7 years.

~~Our~~Item certificate of incorporation authorizes our Board of Directors, subject to any limitations prescribed by law, without further stockholder approval, to establish and to issue from time to time our Series B Preferred stock, par value $012.~~001~~ ~~per~~Security ~~share,~~Ownership ~~covering up to an aggregate~~ of ~~20,000,000~~Certain ~~shares~~Beneficial ofOwners ~~Series B Preferred stock. The Series B Preferred stock will cover the number of shares~~ and ~~will~~Management ~~have the powers, preferences, rights, qualifications, limitations~~ and ~~restrictions~~Related ~~determined~~Stockholder ~~by the Board of Directors, which may include, among others, dividend rights, liquidation preferences, voting rights, conversion rights, preemptive rights and redemption rights~~Matters. Except as provided by law or in a preferred stock designation, the holders of preferred stock will not be entitled to vote at or receive notice of any meeting of stockholders. As of December 31, 2024, and 2023, 0 shares of Series B Preferred stock are outstanding, respectively. The amount outstanding as of 2017 includes 850,000 shares of Series B Preferred stock issued to investors and 53,157 shares of Series B Preferred stock issued as part of the 8.0% annual dividend that is accrued and paid in-kind, as described below.

The ~~holders~~following oftables ~~Series~~set Bforth, ~~Preferred~~as ~~shares~~of ~~are~~December ~~entitled~~31, to2025, noinformation ~~voting~~regarding ~~rights~~the ~~until~~beneficial ~~the~~ownership ~~holder~~of ~~converts~~the ~~any~~Company’s orClass ~~all~~A ofCommon ~~their~~Stock and Series BA Convertible Preferred ~~shares~~Stock toby ~~common~~(i) ~~shares.~~each ~~The~~person ~~holders~~or ofentity known to the ~~Series~~Company Bto ~~Preferred~~be ~~shall~~the ~~accrue~~beneficial ~~and~~owner ~~pay-in-kind~~of ~~with~~more ~~additional~~than ~~Series~~five Bpercent ~~Preferred~~(5%) ~~stock~~of athe ~~dividend~~Company’s ~~based~~Common onStock, an(ii) ~~8.0%~~each ~~annual~~executive ~~percentage~~officer ~~rate~~and director, ~~compounded~~and ~~quarterly~~(iii) inall ~~arrears,~~executive ~~for~~officers ~~any~~and ~~Series~~directors Bas ~~Preferred~~a ~~stock~~group. ~~that~~Beneficial ownership information is ~~outstanding~~determined atin accordance with Rule 13d‑3 under the ~~end~~Securities ofExchange ~~such~~Act ~~prior~~of ~~quarter~~1934.

The holders of the Series B Preferred stock are entitled to convert into common shares, at the holder’s discretion, at a conversion price of Three Dollars Sixty Cents ($3.60) per share of common stock, subject to certain price adjustments found in the Series B Preferred stock purchase agreements.

Name and Address of Shareholder

Number of Shares of

Common Stock

Beneficially

Owned (1)

Percent of Common Stock Owned

Golden Properties, Ltd. (2) (3)

9,102,246

8.51

Upon our liquidation, dissolution, distribution of assets or other winding up, the holders of Series B Preferred shares shall have a liquidation preference to the common shares and Series A Preferred shares outstanding in the amount equal to the amount initially invested by the Series B Preferred holder in the Series B Preferred stock at the time of such investment minus the pro rata amount that has been converted into common stock or redeemed.____________________

On26 ~~November~~Table ~~7, 2018, all outstanding shares totaling 964,290 Series B preferred shares were converted into 267,859 common shares~~ of ~~the company in a cashless conversion.~~Contents

SERIES C PREFERRED STOCK

Name	Number of Shares of Series A Preferred Stock Beneficially Owned		Percent of Series A Preferred Stock Owned			Common Stock Beneficially Owned (1)		Percent of Common Stock Beneficially Owned

Officers and Directors

Mark C. Jensen, Chief Executive Officer, Director		-		0	%		149,969		0.14	%
Thomas M. Sauve, Former President, Director		-		0	%		59,988		0.06	%
Kirk P. Taylor, Chief Financial Officer		-		0	%		1,620,383		1.52	%
Josh Hawes,		-		0	%		-		0	%
Courtney O. Taplin		-		0	%		-		0	%
Geradine Boutte		-		0	%		-		0	%
All Directors and Officers as a Group (6 persons)		-		0	%		1,830,340		1.67	%

All Directors, Officers and 5% Holders as a Group (7 persons)		-		0	%		10,932,586		10.18	%

Our certificate of incorporation authorizes our Board of Directors, subject to any limitations prescribed by law, without further stockholder approval, to establish and to issue from time to time our Series C Preferred stock, par value $0.001 per share, covering up to an aggregate of 20,000,000 shares of Series C Preferred stock. The Series C Preferred stock will cover the number of shares and will have the powers, preferences, rights, qualifications, limitations and restrictions determined by the Board of Directors, which may include, among others, dividend rights, liquidation preferences, voting rights, conversion rights, preemptive rights and redemption rights. Except as provided by law or in a preferred stock designation, the holders of preferred stock will not be entitled to vote at or receive notice of any meeting of stockholders. ____________________

The holders of Series C Preferred shares are entitled to vote on an “as-converted” basis of one share of Series C Preferred Stock voting for one vote of common stock. The holders of the Series C Preferred shall accrue and pay-in-kind with additional Series C Preferred stock a dividend based on an 10.0% annual percentage rate, compounded annually in arrears, for any Series C Preferred stock that is outstanding at the end of such prior year.

(1)	A person is deemed to be the beneficial owner of securities that may be acquired within 60 days through the exercise of options, warrants or convertible securities.

(2)	Based on 106,919,829 shares of Class A Common Stock issued and outstanding as of December 31, 2025. Percentages have been rounded for convenience.

(3)	Golden Properties, Ltd. holds warrants exercisable for shares of Class A Common Stock; however, such warrants include provisions limiting exercise to ensure that Golden Properties, Ltd. and its affiliates do not beneficially own more than 9.99% of the Company’s outstanding Common Stock. Accordingly, pursuant to Rule 13d‑3, Golden Properties, Ltd. is deemed to beneficially own 9,102,246 shares of the Company’s Class A Common Stock as of December 31, 2025.

(4)	No shares of Series A Convertible Preferred Stock were outstanding as of December 31, 2025.

Table of Contents

~~Upon~~Transactions ~~our~~with ~~liquidation,~~Related ~~dissolution~~Persons, ~~distribution~~Promoters ofand ~~assets~~Certain orControl ~~other winding up, the holders of Series C Preferred shares shall have a liquidation preference to the common shares at an amount equal to $1~~Persons.~~00 per share.~~

OnRoyalty ~~November~~Management ~~27, 2018, 50,000 shares of Series C preferred shares were sold at $1~~Co.00 per share resulting in proceeds of $50,000 for the Company. On February 21, 2019, all outstanding shares totaling 50,000 of Series C preferred shares were converted into 122,750 shares of Class A Common Stock in a cashless exchange.

In January 2021, the Company invested $2.25 million to acquire a 50% ownership interest in American Opportunity Venture, LLC (“~~BLANK~~AOV”) ~~CHECK~~and became its managing member. AOV was determined to be a variable interest entity for which the Company is the primary beneficiary and is therefore consolidated in the Company’s consolidated financial statements. AOV’s sole investment is an equity interest in Royalty Management Co. (“RMCO”), ~~PREFERRED~~which ~~STOCK~~is accounted for under the equity method of accounting.

~~Our~~The ~~certificate~~investment ofwas ~~incorporation~~initially ~~authorizes~~held ~~our~~in ~~board~~American ofAcquisition ~~directors~~Opportunity Inc., ~~subject~~a tospecial ~~any~~purpose ~~limitations~~acquisition ~~prescribed~~company, bywhich ~~law,~~completed ~~without~~a ~~further~~reverse ~~stockholder~~merger ~~approval~~with RMCO effective October 31, to2023. ~~establish~~The ~~and~~Company torecognizes ~~issue~~earnings ~~from~~or ~~time~~losses related to ~~time~~its upinvestment in RMCO on a three‑month lag to anallow ~~aggregate~~for the timely preparation of 70its financial statements. As of December 31,~~000~~ 2025 and 2024,~~000~~ the Company indirectly held 428,446 shares of ~~preferred~~Class A common stock ~~that~~of isRMCO ~~considered~~and ~~“blank~~884,783 ~~check”~~shares directly. ~~The~~In ~~blank~~addition, ~~check~~as ~~preferred~~of ~~stock~~December ~~shall~~31, be2025 ~~designed~~and by2024, the ~~Board~~Company held 381,243 and zero shares, respectively, of ~~Directors~~Series atA ~~the~~Preferred ~~time~~Stock of ~~classification~~RMCO.

~~OPTIONS~~ReElement ~~AND~~Technologies ~~WARRANTS~~Corporation (“RLMT”)

~~During~~Prior ~~2023~~to its deconsolidation, ~~the~~ReElement ~~Company~~Technologies ~~issued~~Corporation ~~4,236,500~~(“RLMT”) ~~Employee~~was ~~Stock~~determined ~~options~~to ~~under~~be a variable interest entity for which the ~~current~~Company ~~plan. The~~was ~~individual~~the ~~option~~primary ~~awards~~beneficiary ~~vest~~and ~~over~~was atherefore ~~period~~consolidated ofin 1the toCompany’s 7consolidated ~~years~~financial statements during the applicable periods.

~~During~~Upon ~~2023~~completion of the spin‑off transaction, the Company ~~issued~~determined ~~330,000~~that ~~warrants~~it ~~under~~was no longer the ~~current~~primary ~~plan. The~~beneficiary ~~individual~~of ~~warrants~~RLMT ~~vest~~and ondeconsolidated RLMT in accordance with the ~~grant~~guidance ~~date.~~under ~~The~~ASC ~~warrants~~810. ~~have~~Following andeconsolidation, ~~exercise~~the ~~price~~Company ~~between~~no ~~$1.00~~longer ~~and~~controls ~~$1.81~~RLMT and ~~have~~does annot ~~expiration~~direct ~~date~~the ~~between~~activities ~~September~~that ~~13,~~most ~~2023~~significantly ~~and~~impact ~~July~~RLMT’s ~~27,~~economic ~~2028~~performance.

~~During~~As ~~2024~~of December 31, 2025, the Company ~~issued~~retained 1approximately 19% ownership interest in RLMT,~~575,000~~ ~~Employee~~which ~~Stock~~is ~~options~~accounted for under the ~~current~~equity ~~plan~~method of accounting. The ~~individual~~Company ~~option~~does ~~awards~~not ~~vest~~participate ~~over~~in athe ~~period~~day‑to‑day operations, management, or governance of 1RLMT. toOther 10than ~~years~~its retained ownership interest and the recognition of its proportionate share of earnings or losses under the equity method, the Company does not have any material ongoing contractual arrangements, guarantees, service agreements, or other transactions with RLMT.

~~During~~RLMT ~~2024,~~is ~~the~~considered ~~Company~~a ~~issued~~related ~~100,000~~party ~~warrants~~of ~~under~~ the ~~current~~Company ~~plan. The~~subsequent ~~individual~~to ~~warrants vest on~~ the ~~grant~~deconsolidation date. ~~The warrant has an exercise price of $0.54 and an expiration date of August 29, 2031.~~

~~During~~American ~~the~~Infrastructure ~~period~~Corporation the options and warrants are outstanding, we will reserve from our authorized and unissued common stock a sufficient number of shares to provide for the issuance of shares of common stock underlying the options and warrants upon the exercise of the options and warrants. No fractional shares will be issued upon the exercise of the options or warrants. The options and warrants are not listed on any securities exchange. Except as otherwise provided within the option or warrant, the option and warrant holders have no rights or privileges as members of the Company until they exercise their options or warrants.(“AIC”)

28The ~~Table~~Company ofpreviously ~~Contents~~determined that its involvement with American Infrastructure Corporation (“AIC”) was subject to consolidation under the variable interest entity model. On December 25, 2025, the Company determined that it was no longer the primary beneficiary and deconsolidated AIC.

~~Item~~Following 6deconsolidation, the Company retained approximately 9% ownership interest in AIC, which does not provide the Company with significant influence over AIC’s operating or financial activities and is accounted for as a financial asset measured at fair value. ~~Selected~~The ~~Financial~~Company ~~Data~~does not direct the activities that most significantly impact AIC’s economic performance and does not participate in AIC’s management or operations. Other than the retained ownership interest and rights, if any, described elsewhere in this Annual Report, the Company does not have any material ongoing transactions or arrangements with AIC.

~~The~~AIC ~~registrant~~is ~~qualifies~~considered as a ~~smaller~~related ~~reporting~~party ~~company,~~of asthe ~~defined~~Company bysubsequent ~~Rule 229.10(f)(1) and is not required~~ to ~~provide~~ the ~~information~~deconsolidation ~~required by this Item~~date.

~~Item~~Novusterra, 7Inc. ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~

~~The~~Novusterra, Inc. (“Novusterra”) is a related party due to management’s ~~discussion,~~and ~~analysis~~governance ofrelationships ~~financial~~between ~~condition,~~the Company and ~~results~~Novusterra. ofOn ~~operations~~March ~~should~~31, be2021, ~~read~~the inCompany ~~conjunction~~entered into a Graphene Development Agreement with ~~our~~Novusterra, ~~financial~~pursuant ~~statements~~to which the Company received a non‑exclusive sublicense entitling it to fifty percent (50%) of the operating profits from Novusterra’s graphene manufacturing and ~~notes~~marketing ~~thereto~~activities. ~~contained~~In ~~elsewhere~~connection inwith this ~~annual~~agreement, ~~report~~the Company’s Chief Executive Officer, Mark Jensen, replaced Novusterra’s Chairman of the Board of Directors.

~~Overview~~On August 30, 2022, the Company entered into a purchase agreement under which it sold exclusive rights to certain patents previously included in the Graphene Development Agreement in exchange for 4,000,000 shares of Novusterra’s common stock, with a fair value of $1.78 million at the transaction date. In connection with this transaction, Andrew Weeraratne resigned as Novusterra’s Chief Executive Officer and director, and Gregory Jensen, the Company’s general counsel, was appointed Chief Executive Officer and director of Novusterra. Mr. Jensen also resigned as Chairman of Novusterra’s Board of Directors.

~~Our~~Following ~~primary~~the ~~source~~transaction, ofNovusterra ~~revenue~~is ~~through~~no ~~2024~~longer ~~has~~obligated ~~been~~to ~~the~~remit ~~sale~~fifty percent (50%) of ~~metallurgical~~operating ~~coal~~profits ~~and~~to ~~coal~~the ~~used~~Company. inHowever, ~~pulverized~~Novusterra ~~coal~~remains ~~injection~~obligated to remit ten percent (~~PCI~~10%). ~~Both~~of ~~metallurgical~~revenues derived from an exclusive sublicense agreement with Kenai Defense Company, LLC and ~~PCI~~the ~~coal~~U.S. ~~are~~Department ~~essential~~of ~~building~~Defense ~~blocks~~that inwas transferred from the ~~steel~~Company ~~manufacturing~~to ~~process~~Novusterra. Any subsequent contracts entered into by Novusterra with Kenai Defense Company, LLC or the Department of Defense are not subject to revenue‑sharing with the Company.

~~The~~Novusterra ~~overall~~was ~~outlook~~determined ofto ~~the~~be ~~metallurgical~~a ~~coal~~variable ~~business~~interest isentity ~~dependent~~for onwhich athe ~~variety~~Company ofis ~~factors~~not ~~such~~the asprimary ~~pricing~~beneficiary. Accordingly, ~~regulatory~~the ~~uncertainties~~investment ~~and~~was ~~global~~accounted ~~economic~~for ~~conditions~~under the equity method. ~~Coal~~Effective ~~consumption~~March ~~and~~6, ~~production~~2024, the Company distributed 91% of its ownership interest in Novusterra to the ~~U.S.~~Company’s ~~have~~stockholders ~~been~~as ~~driven~~a special dividend, resulting in ~~recent~~the ~~periods~~Company byretaining ~~several~~a ~~market~~9% ~~dynamics~~ownership ~~and~~interest ~~trends~~represented by 1,417,500 ~~such~~common asshares. ~~the~~Following ~~global~~this ~~economy~~distribution, athe ~~strong~~remaining Uinvestment has been accounted for using the cost method.S. ~~dollar~~As of December 31, 2025 and ~~accelerating~~2024, ~~production~~the ~~cuts~~carrying value of the investment was $0.

~~Results~~FUB ofMineral ~~Operations.~~LLC

~~Year~~The ~~Ended~~Company owns a 23% interest in FUB Mineral LLC (“FUB”), which is accounted for under the equity method. The Company evaluated FUB under the variable interest entity guidance in ASC 810 and concluded that FUB is a variable interest entity; however, the Company is not the primary beneficiary and therefore is not consolidated. As of December 31, 2025 and 2024, ~~compared~~there towere ~~Year~~no ~~Ended~~outstanding ~~December~~note 31receivable balances with FUB, ~~2023.~~and the Company recorded an allowance on the remaining carrying value of the note receivable due to collectability concerns.

	For the Years Ended
	December 31,
	2024			2023			Change
Revenue
Coal sales	$	15,002		$	12,611,165		$	(12,596,163	)
Metal recovery and sales		108,535			66,552			41,983
Service fee revenue		99,960			-			99,960
Royalty income		159,737			556,682			(396,945	)
Total revenue		383,234			13,234,399			(12,851,165	)
Operating expenses (income)
Coal production and holdings costs		2,526,975			8,987,598			(6,460,623	)
Accretion		991,520			1,015,563			(24,043	)
Depreciation		2,735,972			2,323,431			412,541
Amortization of mining rights		1,543,226			1,222,686			320,540
General and administrative		21,024,382			10,670,358			10,354,024
Professional fees		2,625,898			1,542,175			1,083,723
Litigation expense		240,658			11,067,926			(10,827,268	)
Production taxes and royalties		35,533			2,995,435			(2,959,902	)
Development		2,148,132			11,313,837			(9,165,705	)
Gain on sale of equipment		(400,000	)		(1,529,408	)		1,129,408
Total operating expenses		33,472,296			49,609,601			(16,137,305	)
Net loss from operations		(33,089,062	)		(36,375,202	)		3,286,140
Other income (expense)
Earnings from equity method investees		(409,268	)		(562,696	)		153,428
Other income and (expense)		221,471			170,780			50,691
Interest income		1,101,578			30,229			1,071,349
Interest expense		(8,021,459	)		(1,988,074	)		(6,033,385	)
Total other income (expenses), net		(7,107,678	)		(2,349,761	)		(4,757,917	)
Net loss		(40,196,740	)		(38,724,963	)		(1,471,777	)
Less: Non-controlling interest		87,814			197,555			(109,741	)
Net loss attributable to AREC shareholders	$	(40,108,926	)	$	(38,527,408	)	$	(1,581,518	)

Land Betterment Corporation

29Effective ~~Table~~January 1, 2022, the Company amended a Contract Services Agreement with Land Betterment Corp, an entity controlled by certain members of ~~Contents~~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 year ended December 31, 2025 and 2024, the amounts incurred under the agreement amounted to $5,224,238 and $4,216,528, respectively. The amount paid for the year ended December 31, 2025 and 2024 amounted to $2,627,440 and $4,966,536, respectively. As of December 31, 2025 and 2024, the amount due under the agreement amounted to $5,314,599 and $1,683,612, respectively. These project management services were all payable as of December 31, 2025 and 2024.

~~The~~Land ~~following~~Resources ~~table~~and ~~summarizes~~Royalties ~~the changes in revenue generating operations:~~LLC

	For the Years Ended
	December 31,
	2024		2023		Change
Revenue
Coal sales	$	15,002	$	12.611.165		(12,596,163	)
Metal recovery and sales		108,535		66,552		41,983
Service fee revenue		99,960		-		99,960
Royalty income		159,737		556,682		(396,945	)
Total revenue	$	383,234	$	13,234,399		(12,851,165	)

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, which was fully settled during the year ended December 31, 2025. No interest expense related to this note was outstanding as of period‑end.

~~Revenues~~Director Independence.

~~Revenues~~The ~~for~~Board ~~the~~of ~~2024~~Directors ~~and~~has ~~2023~~determined ~~were~~that ~~$383,234~~Ms. Botte and ~~$13,234,399, respectively~~Messrs. ~~The~~Hawes ~~primary~~and ~~drivers~~Taplin ofare independent within the ~~decrease~~meaning ~~were~~of ~~reductions~~the inlisting ~~coal~~standards ~~sales~~of ~~and~~the ~~royalty~~NASDAQ ~~income~~Capital Market. ~~Declines~~Under ~~were~~these ~~due~~standards, the Audit Committee is required to ~~adverse~~be ~~market~~composed ~~conditions~~solely ~~and~~of ~~unfavorable~~independent ~~pricing~~directors. The Board has also determined that ~~led~~all tomembers ~~our~~of ~~decision~~the toAudit ~~suspend~~Committee ~~coal~~satisfy ~~production~~the ~~activities~~applicable ~~beginning~~independence inrequirements ~~2023~~imposed by the Securities and Exchange Commission.

~~Our~~To ~~coal~~the ~~production~~extent ~~businesses~~required ~~are~~by ~~located~~the intrading market on which the ~~United~~Company’s ~~States~~securities ~~with~~are ~~our~~listed, ~~operations~~the ~~located~~Company inwill continue to ensure that the ~~Central~~composition ~~Appalachian~~of ~~basin~~its Board of ~~eastern~~Directors ~~Kentucky~~complies ~~and~~with ~~West~~the ~~Virgina.~~Sarbanes‑Oxley ~~Our~~Act ~~coal~~and ~~sales~~applicable ~~for~~listing ~~2024~~standards, ~~and~~including ~~2023~~the ~~were~~requirement ~~all~~that ~~classified~~at asleast ~~metallurgical~~one ~~coal~~director ~~(“Met”)~~qualify ~~used~~as ~~for~~an ~~steel~~audit ~~making~~committee financial expert.

~~For~~28 ~~the~~Table ~~year ended 2024, the Company had de minimis tons~~ of ~~coal sold to steel making end users. For the year ended 2023, tons sold to steel making end users amounted to 67,373 tons with a realized sales price of $180.~~Contents

30Item ~~Table~~14. ofPrincipal ~~Contents~~Accounting Fees and Services.

~~The~~On ~~following~~November ~~table~~21, ~~summarizes~~2025, the ~~changes~~Audit Committee approved the appointment of GreenGrowth CPAs (“GreenGrowth”) as the Company’s new independent public accounting firm, effective immediately. During the Company’s two most recent fiscal years, and any subsequent period prior to engaging GreenGrowth, neither the Company, nor anyone on its behalf, consulted GreenGrowth regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respective to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by GreenGrowth that was an important factor considered by the Company in ~~operating~~reaching ~~expenses~~a decision as to any accounting, auditing, or financial reporting issue; or (~~income~~ii): any matter that was the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

	For the Years Ended
	December 31,
	2024			2023			Change
Operating expenses (income)
Coal production and holdings costs	$	2,526,975		$	8,987,598			(6,460,623	)
Accretion		991,520			1,015,563			(24,043	)
Depreciation		2,735,972			2,323,431			412,541
Amortization of mining rights		1,543,226			1,222,686			320,540
General and administrative		21,024,382			10,670,358			10,354,024
Professional fees		2,625,898			1,542,175			1,083,723
Litigation expense		240,658			11,067,926			(10,827,268	)
Production taxes and royalties		35,533			2,995,435			(2,959,902	)
Development		2,148,132			11,313,837			(9,165,705	)
Gain on sale of equipment		(400,000	)		(1,529,408	)		1,129,408
Total operating expenses	$	33,472,296		$	49,609,601			(16,137,305	)

For the 2025 year end audit and related services, approximately $90,000 will be billed from GreenGrowth, of which $73,000 has been billed and paid.

~~Total~~On ~~operating~~May ~~expenses~~10, ~~decreased~~2024, inthe ~~2024~~Audit asCommittee ~~compared~~approved tothe ~~2023.~~appointment ~~This~~of ~~decrease~~GBQ ~~was~~Partners ~~primarily~~LLC ~~attributable~~(“GBQ”) toas ~~decreases~~the inCompany’s ~~coal~~new ~~production~~independent ~~and~~public ~~holdings~~accounting ~~costs~~firm, ~~litigation~~effective ~~expense,~~immediately. During ~~production~~the ~~taxes~~Company’s ~~and~~two ~~royalties~~most ~~and~~recent ~~development.~~fiscal ~~These~~years, ~~decreases~~and ~~were~~any ~~partially~~subsequent ~~offset~~interim byperiod ~~increases~~prior into ~~depreciation~~engaging GBQ, ~~amortization~~neither ofthe ~~mining~~Company, ~~general~~nor ~~and~~anyone ~~administrative~~on ~~and~~its ~~professional.~~behalf, ~~General~~consulted ~~and~~GBQ ~~administrative~~regarding ~~expenses~~either ~~primarily~~(i) ~~consist~~the application of ~~contract~~accounting ~~labor,~~principles ~~payroll,~~to ~~facility~~a ~~maintenance~~specified transaction, ~~stock-based~~either ~~compensation~~completed toor ~~employees and consultants~~proposed, ~~insurance~~or ~~and~~the ~~other~~type ~~routine~~of ~~operating~~audit ~~costs.~~opinion ~~The~~that ~~decrease~~might inbe ~~our~~rendered ~~coal~~with ~~production~~respect ~~and~~to ~~holding~~the ~~costs~~consolidated isfinancial ~~aligned~~statements ~~with~~of the ~~suspension~~Company, ofand ~~our~~no ~~coal~~written ~~production~~report ~~activities~~or ~~beginning~~oral inadvice ~~2023. The~~was ~~decrease~~provided into ~~litigation~~the ~~expense~~Company isby ~~because~~GBQ inthat ~~2023,~~was ~~American~~an ~~Infrastructure~~important ~~recognized~~factor ~~charges~~considered ~~for~~by ~~certain~~the ~~litigation~~Company ~~matters~~in ~~where~~reaching ~~the~~a ~~potential~~decision ~~loss~~as ~~was~~to ~~assessed~~any asaccounting, ~~probable~~auditing inor ~~that~~financial ~~year.~~reporting ~~The~~issue; ~~increase~~or in(ii) ~~general~~any ~~and~~matter ~~administrative~~that ~~expenses~~was isthe ~~primarily~~subject ~~attributable~~of toa ~~the~~“disagreement” ~~shift~~(as defined in ~~our~~Item ~~business~~304(a)(1)(iv) ~~from~~of ~~coal~~Regulation ~~production~~S-K toand ~~other~~the ~~activities~~related ~~including~~instructions) ~~the~~or ~~development~~a of“reportable ~~RLMT~~event” ~~technology~~(as ~~for~~that ~~refining~~term ~~rare~~is ~~earth~~defined ~~and~~in ~~battery~~Item ~~elements~~304(a)(1)(v) of Regulation S-K).

~~The~~For ~~following~~the ~~table~~2024 ~~summarizes~~year ~~the~~end ~~changes~~audit inand ~~other~~related ~~income~~services, ~~(expense):~~$277,000 was paid to GBQ Partners LLC for their audit and related services.

	For the Years Ended
	December 31,
	2024			2023			Change
Other income (expense)
Earnings from equity method investees	$	(409,268	)	$	(562,696	)		153,428
Other income and (expense)		221,471			170,780			50,691
Interest income		1,101,578			30,229			1,071,349
Interest expense		(8,021,459	)		(1,988,074	)		(6,033,385	)
Total other income (expenses), net	$	(7,107,678	)	$	(2,349,761	)		(4,757,917	)

The following is a summary of fees paid or to be paid to GreenGrowth CPAs and GBQ Partners LLC for services rendered for the years ended December 31, 2025 and 2024.

The increase in net other expense is primarily attributable to the net increase in interest expense driven by the WCC bonds being outstanding for the full twelve months of 2024 compared to approximately seven months in 2023 and the KCC bonds that were issued in March 2024.

	2025		2024
Audit fees – GBQ Partners LLC	$	-	$	210,000
Audit related fees – GBQ Partners LLC				67,000
Audit fees – GreenGrowth CPAs		73,000
Total Fees	$	73,000	$	277,000

~~Liquidity~~Audit Fees — This category includes the audit of our annual financial statements, review of financial statements included in our quarterly reports on Form 10-Q and ~~Capital~~services ~~Resources~~that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.

~~Our~~Audit ~~primary~~Related ~~sources~~Fees— ofThis ~~liquidity~~category ~~are~~consists ~~derived~~of ~~from~~assurance ~~existing unrestricted cash, reimbursements from bond funds~~ and ~~other~~related ~~debt~~services ~~and~~by ~~capital proceeds. With~~ the ~~suspension~~independent ofregistered ~~our~~public ~~coal~~accounting ~~production~~firm ~~activities~~that ~~beginning~~are inreasonably ~~2023~~related ~~and~~to the ~~development~~performance ~~stage~~ of ~~our~~the ~~new~~audit ~~ReElement~~or ~~and~~review ~~Electrified~~of ~~Materials businesses through 2024,~~ our ~~sources~~financial ofstatements ~~revenue~~and inare ~~2024~~not ~~were~~reported ~~primarily~~above ~~limited~~under to“Audit ~~royalty~~Fees.” ~~income~~The ~~and~~services ~~coal~~for ~~processing~~the fees~~. We~~ ~~anticipate~~disclosed ~~our~~under ~~ReElement~~this ~~and~~category ~~Electrified~~include ~~Materials~~consultation ~~new~~regarding ~~businesses~~our tocorrespondence ~~achieve~~with ~~increasing~~the ~~revenues~~Securities inand ~~2025;~~Exchange ~~however,~~Commission ~~we will continue to require cash flows from financing activities to support operations~~ and ~~the~~other ~~continued~~accounting ~~development of our new business models~~consulting.

AsTax ofFees— ~~December~~This ~~31,~~category ~~2024,~~consists ~~the company has a cash balance~~ of ~~$604,485~~professional ~~and~~services arendered ~~working~~for ~~deficit~~tax ofcompliance ~~$73,477,808. We expect to fund our liquidity requirements over the next 12 months primarily with cash on hand~~ and ~~additional~~tax ~~debt and equity financing transactions~~advice. If ~~future~~The ~~cash~~services ~~flows~~for 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~~fees ofdisclosed ~~revenues~~under ~~from~~this ~~our~~category ~~new~~include ~~business~~tax ~~models~~return atpreparation ~~levels that surpass breakeven~~ and ~~the~~technical ~~ability~~tax ~~to obtain additional debt and equity financing~~advice.

31Pre-Approval ~~Table of Contents~~Policy

~~Cash~~Our ~~Flows~~audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not preapprove all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going forward basis, the audit committee has and will preapprove all auditing services and permitted nonaudit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for nonaudit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

~~Year~~29 ~~Ended~~Table ~~December~~of ~~31, 2024 compared to Year Ended December 31, 2023~~Contents

	Years Ended December 31,
	2024			2023
Consolidated statement of cash flow data:
Cash used in operating activities	$	(22,225,352	)	$	(20,100,929	)
Cash provided by (used in) investing activities		55,976			(1,350,249	)
Cash provided by financing activities		146,661,482			45,835,111
Net change in cash and restricted cash	$	124,492,106		$	24,383,933

PART IV

~~The~~Item ~~$2,124,423~~15. ~~increase in cash used for operating activities was primarily due to a $1~~Exhibits,~~471,777~~ ~~increase~~Financial inStatement ~~net loss and a $3,654,193 decrease in cash flow provided by changes in working capital offset by an increase of $3,001,547 in non-cash charges~~Schedule.

~~Cash~~The ~~provided~~following byexhibits ~~investing~~are ~~activities~~filed ~~during~~herewith ~~2024~~except ~~was~~as ~~$55,976~~otherwise ~~compared~~noted. toExhibits ~~cash~~referenced ~~used~~ in ~~investing~~previous ~~activities~~filings ofby ~~$1,127,427~~the inCompany ~~2023.~~with ~~The~~the ~~change~~SEC ~~was~~are ~~primarily~~incorporated ~~due~~by toreference purchases of property and equipment, net of capitalized interest income and (expense) of $1,059,062 offset proceeds from sales of equipment of $400,000 and proceeds from short-term investments of $715,038herein.

Cash provided by financing activities during 2024 was $146,661,482 compared to $45,612,289 in 2023. The change was due to proceeds from tax exempt bonds, net of $149,719,203, proceeds from convertible promissory note of $1,624,860, proceeds from exercise of stock option of $156,900, proceeds from warrant conversions of $32,339, proceeds received from other financing obligations of $2,493,819 offset by repayments of other financing obligations of $7,365,639.

Exhibit Number	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 24, 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.
4.10	Share and Warrant Purchase Agreement	Incorporated herein by refence to Prospectus filed August 23, 2019
4.11	Share and Warrant Purchase Agreement	Incorporated herein by refence to Prospectus filed October 9, 2020
4.12	Share and Warrant Purchase Agreement	Incorporated herein by refence to Prospectus filed June 8, 2021
4.13	Share and Warrant Purchase Agreement	Incorporated herein by reference to Prospectus filed October 28, 2025
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 February 14, 2019.

~~Capital~~30 ~~Resources.~~Table of Contents

We had no material commitments for capital expenditures as of December 31, 2024.

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 February 14, 2019.
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 Form 8-K filed on November 25, 2020.
10.14	Employment Agreement with Thomas M. Sauve	Incorporated herein by Form 8-K filed on November 25, 2020.
10.15	Employment Agreement with Kirk P. Taylor	Incorporated herein by reference Form 8-K filed on November 25, 2020.
10.16	Employee Stock Option Plan	Incorporated herein by reference to Exhibit 10.16 to the Company’s registration statement filed on February 14, 2019.
10.17	Letter of Intent	Incorporated herein by reference to Exhibit 10.17 to the Company’s registration statement filed on February 14, 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.
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
97.1	Compensation Clawback Policy	Filed Herewith

Off-Balance Sheet Arrangements

101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

~~As of December~~ 31, ~~2024,~~Table weof ~~had no off-balance sheet arrangements.~~Contents

~~32 Table of Contents~~SIGNATURES

~~Critical~~Pursuant ~~Accounting~~to ~~Policies~~the ~~and~~requirements ~~Estimates~~of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~The~~AMERICAN ~~preparation~~RESOURCES of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amounts of revenues and expenses reported for the period then ended.CORPORATION

Mine development costs. Mine development costs represent the costs incurred to prepare future mine sites for mining. These costs include costs of acquiring, permitting, planning, research, and establishing access to identify mineral reserves and other preparations for commercial production as necessary to develop and permit the properties for mining activities. Operating expenditures, including certain professional fees and overhead costs, are not capitalized but are expensed as incurred.

NAME	TITLE	DATE

/s/ Mark C. Jensen	Principal Executive Officer,	May 19, 2026
Mark C. Jensen	Chief Executive Officer, Chairman of the Board of Directors

~~Amortization~~Pursuant ofto ~~mine~~the ~~development~~requirements ~~costs,~~of ~~with~~the ~~respect~~Securities toExchange aAct ~~specific~~of ~~mine~~1934, ~~commences~~this ~~when~~report ~~mining~~has ofbeen ~~the~~signed ~~related~~below ~~reserves~~by ~~begins.~~the ~~Amortization~~following ispersons ~~computed~~on ~~using~~behalf ~~the units-~~of~~-production~~ ~~method over~~ the ~~proven~~registrant and ~~probable~~in ~~reserves~~the ~~dedicated~~capacities toand on the ~~specific~~dates ~~mine~~indicated.

Asset retirement obligations. We recognize as a liability an asset retirement obligation, or ARO, associated with the retirement of a tangible long-lived asset in the period in which it is incurred or becomes determinable, with an associated increase in the carrying amount of the related long-lived asset. The initially recognized asset retirement cost is amortized using the same method and useful life as the long-lived asset to which it relates. Amortization begins when mining of the specific mineral property begins. Accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value.

NAME	TITLE	DATE

/s/ Mark C. Jensen	Principal Executive Officer,	May 19, 2026
Mark C. Jensen	Chief Executive Officer, Chairman of the Board of Directors

/s/ Kirk P. Taylor	Principal Financial Officer, Chief Financial Officer	May 19, 2026
Kirk P. Taylor

/s/ Josh Hawes	Director	May 19, 2026
Josh Hawes

/s/ Gerardine Botte	Director	May 19, 2026
Gerardine Botte, PHD

/s/ Courtenay O. Taplin	Director	May 19, 2026
Courtenay O. Taplin

~~Estimating~~32 ~~the~~Table ~~future ARO requires management to make estimates and judgments regarding timing and existence~~ of a liability, as well as what constitutes adequate restoration. Inherent in the fair value calculation are numerous assumptions and judgments including the ultimate costs, inflation factors, credit adjusted discount rates, timing of settlement and changes in the legal, regulatory, environmental and political environments. To the extent future revisions to these assumptions impact the fair value of the existing ARO liability, a corresponding adjustment is made to the related asset.Contents

~~Cost~~Supplemental ofInformation ~~Goods~~to ~~Sold~~be ~~and~~Furnished ~~Gross~~With ~~Profit.~~Reports ~~Cost~~Filed ofPursuant ~~Goods Sold for coal mined and processed include direct labor, materials and utilities. Activities related~~ to ~~metal~~Section ~~recover~~15(d) ~~are~~of ~~inherent~~the inAct ~~both~~by ~~direct coal labor and overhead labor and does not require additional variable costs.~~ Registrants

~~Impairment~~Which ofHave ~~Long-lived~~Not ~~Assets.~~Registered WeSecurities ~~review~~Pursuant our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. These events and circumstances include, but are not limited to, aSection ~~current~~12 ~~expectation that a long-lived asset will be disposed~~ of ~~significantly before~~ the ~~end of its previously estimated useful life, a significant adverse change in the extent or manner in which we use a long-lived asset or a change in its physical condition.~~Act

When such events or changes in circumstances occur, a recoverability test is performed comparing projected undiscounted cash flows from the use and eventual disposition of an asset or asset group to its carrying amountNone. ~~If the projected undiscounted cash flows are less than the carrying amount, an impairment is recorded for the excess of the carrying amount over the estimated fair value.~~

We33 ~~make~~Table ~~various assumptions, including assumptions regarding future cash flows in our assessments~~ of ~~long-lived assets for impairment. The assumptions about future cash flows and growth rates are based on the current and long-term business plans related to the long-lived assets.~~Contents

33AMERICAN ~~Table~~RESOURCES ~~of Contents~~CORPORATION

~~Item~~CONSOLIDATED ~~7A.~~FINANCIAL ~~Quantitative and Qualitative Disclosure About Market Risk.~~STATEMENTS

~~The~~December ~~Company qualifies as a smaller reporting company~~31, as2025 ~~defined by SEC Rule 229.10(f)(1)~~ and ~~is not required to provide the information required by this Item.~~2024

~~Item~~AMERICAN 8.RESOURCES ~~Financial Statements and Supplementary Data.~~CORPORATION

The report of the independent registered public accounting firm and the financial statements listed on the accompanying index at page F-1 of this report are filed as part of this report and incorporated herein by reference.CONTENTS

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

		Page
CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm		F-2

Consolidated Balance Sheets		F-5

Consolidated Statements of Operations		F-6

Consolidated Statements of Changes Stockholders’ Deficit		F-7

Consolidated Statements of Cash Flows		F-8

Notes to Consolidated Financial Statements		F-9

WeF-1 ~~did~~Table ~~not~~of ~~have any disagreements on accounting and financial disclosure with our accounting firm during the reporting period.~~Contents

~~Item~~Report ~~9A.~~of ~~Controls~~Independent ~~and~~Registered ~~Procedures~~Public Accounting Firm

~~(a)~~To ~~Evaluation~~the Board of ~~Disclosure~~Directors ~~Controls~~ and ~~Procedures.~~ Shareholders

~~The management, with participation~~ of ~~our~~American ~~Chief~~Resources Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 12a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Annual ReportCorp. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply is judgement in evaluating the benefits of possible controls and procedures relative to their costs.

~~Based~~Opinion on ~~management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2024, due to~~ the weakness in internal control over financial reporting described below, our disclosure controls and procedures are not designed at a reasonable assurance level or effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As discussed below, we plan on increasing the size of our accounting staff at the appropriate time for our business and its size to ameliorate the concern that the Company does not effectively segregate certain accounting duties, which we believe would resolve the material weakness in internal control over financial reporting and similarly improve disclosure controls and procedures, but there can be no assurances as to the timing of any such action or that the Company will be able to do so.Statements

We have audited the accompanying consolidated balance sheet of American Resources Corp. (bthe Company) ~~Management~~as of December 31, 2025, and the related consolidated statement of operations, changes in stockholders’s ~~Annual~~deficit, ~~Report~~and oncash ~~Internal~~flows ~~Control~~for ~~over~~the ~~Financial~~year ~~Reporting~~then ended and the related notes (collectively referred to as the financial statements).

~~The~~In ~~management~~our ofopinion, the ~~Company~~financial isstatements ~~responsible~~present ~~for establishing and maintaining adequate internal control over financial reporting~~fairly, ~~as defined~~ in ~~Exchange~~all ~~Act~~material ~~Rule~~respects, ~~13a-15(f).~~the ~~The Company’s internal control over~~ financial ~~reporting~~position ~~is a process designed under the supervision~~ of the Company’s ~~Principal~~as ~~Executive~~of ~~Officer~~December ~~and~~31, ~~Principal~~2025, ~~Financial~~and ~~Officer to provide reasonable assurance regarding~~ the ~~reliability~~results of ~~financial~~its ~~reporting~~operations and ~~the~~its ~~preparation~~cash offlows for the ~~Company’s~~year ~~financial~~then ~~statements~~ended, ~~for external purposes~~ in ~~accordance~~conformity with ~~the~~accounting ~~U.S.~~principles generally accepted ~~accounting~~in ~~principles~~the United States of America.

AsThe ofconsolidated ~~December~~financial ~~31,~~statements ~~2024, under the supervision and with the participation~~ of ~~our~~American ~~management,~~Resources weCorporation ~~conducted~~as ~~an evaluation~~ of ~~the~~and ~~effectiveness~~for of the ~~design~~year ~~and~~ended ~~operations~~December of31, ~~our disclosure controls and procedures~~2024, asbefore ~~defined in Rule 13a-15(e) and 15d-15(e) promulgated under~~ the ~~Securities~~effects ~~Exchange Act~~ of ~~1934 and based on~~ the ~~criteria~~adjustments ~~for effective internal control~~ described ~~Internal~~in ~~Control~~Note –2 ~~Integrated~~to ~~Framework~~retrospectively ~~(2013)~~reflect ~~issued by~~ the ~~Committee~~discontinued ofoperations ~~Sponsoring Organizations of the Treadway Commission.. Based on this evaluation~~presentation, ~~management~~were ~~concluded~~audited ~~that~~by ~~our~~other ~~internal~~auditors ~~controls~~whose ~~over~~report ~~financial~~dated ~~reporting~~October ~~were~~24, ~~not~~2025, ~~effective~~except for ~~the~~Note ~~purposes~~13, ~~for~~as to which itthe date is ~~intended.~~May ~~Specifically~~19, ~~managements~~2026, ~~determination~~expressed ~~was~~an ~~based~~unqualified opinion on ~~the~~those ~~following~~financial ~~material weakness which existed as of December 31, 2024:~~ statements.

34Basis ~~Table~~for ~~of Contents~~Opinion

~~Due~~These tofinancial statements are the responsibility of the Company’s ~~insufficient~~management. ~~number~~Our ofresponsibility ~~staff~~is ~~performing~~to ~~accounting~~express ~~and~~an ~~reporting~~opinion ~~functions,~~on ~~there~~the isCompany’s afinancial ~~lack~~statements ofbased ~~segregation~~on ofour ~~duties~~audit. ~~within~~We are a public accounting firm registered with the ~~financial~~Public ~~reporting~~Company ~~function~~Accounting ~~resulting~~Oversight inBoard ~~limited~~(United ~~level~~States) of(PCAOB) ~~multiple~~and ~~reviews~~are ~~among~~required ~~those~~to ~~tasked~~be independent with ~~preparing~~respect to the ~~financial~~Company ~~statements,~~in ~~resulting~~accordance inwith the ~~need~~U.S. ~~for~~federal ~~adjustments~~securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

AWe ~~material~~conducted ~~weakness~~our isaudit ain ~~deficiency,~~accordance orwith athe ~~combination~~standards of ~~control~~the ~~deficiencies,~~PCAOB. inThose ~~internal~~standards ~~control~~require ~~over~~that ~~financial~~we ~~reporting~~plan ~~such~~and ~~that~~perform ~~there~~the isaudit ato obtain reasonable ~~possibility~~assurance ~~that~~about awhether the financial statements are free of material misstatement, ofwhether ~~our~~due ~~annual~~to error or ~~interim~~fraud. ~~consolidated~~The ~~financial~~Company ~~statements~~is ~~will~~ not berequired ~~prevented~~to orhave, ~~detected~~nor onwere awe ~~timely~~engaged ~~basis.~~to ~~Notwithstanding~~perform, ~~the~~an ~~determination~~audit ~~that~~of ~~our~~its internal control over financial reporting. ~~was~~As ~~not~~part ~~effective, as~~ of ~~December~~our 31audit, ~~2024,~~we ~~and~~are ~~that~~required ~~there~~to ~~was~~obtain aan ~~material~~understanding ~~weakness~~of asinternal ~~identified~~control inover ~~this~~financial ~~Annual Report~~reporting, webut ~~believe~~not ~~that~~for ~~our~~the ~~consolidated~~purpose ~~financial~~of ~~statements~~expressing ~~contained~~an inopinion ~~this~~on ~~Annual~~the ~~Report~~effectiveness ~~fairly present our financial position, results~~ of ~~operations~~the ~~and~~Company’s ~~cash~~internal ~~flows~~control ~~for~~over ~~the~~financial ~~years~~reporting. ~~covered~~Accordingly, ~~hereby~~we inexpress ~~all~~no ~~material~~such ~~respects~~opinion.

~~The~~Our ~~management,~~audit ~~including~~included ~~its~~performing ~~Principal~~procedures ~~Executive~~to ~~Officer~~assess ~~and~~the ~~Principal~~risks ~~Financial~~of ~~Officer,~~material ~~does~~misstatement ~~not~~of ~~expect~~the ~~that~~financial ~~its~~statements, ~~disclosure~~whether ~~controls~~due ~~and~~to ~~procedures,~~error or ~~its~~fraud, ~~internal~~and ~~controls~~performing ~~over~~procedures ~~financial~~that ~~reporting~~respond ~~will~~to ~~prevent~~those ~~all error and all fraud~~risks. ASuch ~~control~~procedures ~~system~~included noexamining, ~~matter~~on ~~how~~a ~~well~~test ~~conceived and operated~~basis, ~~can~~evidence ~~provide~~regarding ~~only~~the ~~reasonable~~amounts ~~not~~and ~~absolute~~disclosures ~~assurance~~in ~~that~~ the ~~objectives~~financial ~~of the control system are met~~statements. ~~Further,~~Our ~~the~~audit ~~design~~also ofincluded ~~control~~evaluating ~~system must reflect~~ the ~~fact~~accounting ~~that~~principles ~~there~~used ~~are resource constraints,~~ and ~~the~~significant ~~benefit~~estimates ofmade ~~controls~~by ~~must~~management, beas ~~considered~~well ~~relative~~as toevaluating ~~their~~the ~~costs.~~overall ~~Because~~presentation of the ~~inherent~~financial ~~limitations~~statements. inWe ~~all~~believe ~~control systems, no evaluation of controls can provide absolute assurance~~ that ~~all~~our ~~control~~audit ~~issues~~provides ~~and~~a ~~instances~~reasonable ofbasis ~~fraud,~~for ifour ~~any within the Company have been detected~~opinion.

~~This~~Audit ~~Annual Report does not include an attestation report~~ of ~~the~~Adjustments ~~Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject~~ to ~~attestation by~~ the ~~Company’s~~2024 ~~independent~~Consolidated ~~registered~~Financial ~~public accounting firm pursuant to the temporary rules of the SEC that permit the Company to provide only management’s report in this Annual Report.~~Statements

~~This~~We ~~report~~also ~~shall~~have ~~not~~audited bethe ~~deemed~~adjustments described in Note 2 that were applied to bethe ~~filed~~2024 ~~for~~consolidated ~~purposes~~financial ofstatements ~~Section~~to 18retrospectively ofreflect the ~~Securities~~presentation ~~Exchange~~of ~~Act~~American ofInfrastructure ~~1934,~~Corporation or(“AIC”) ~~otherwise~~and ~~subject~~ReElement toTechnologies ~~the~~Corporation ~~liabilities~~(“RLMT”) ofas ~~this~~discontinued ~~section~~operations. In our opinion, such adjustments are appropriate and ishave been properly applied. We were not ~~incorporated~~engaged byto ~~reference~~audit, ~~into~~review, or apply any ~~filing~~procedures to the 2024 consolidated financial statements of the Company, ~~whether~~other ~~made~~than ~~before~~with orrespect ~~after~~to the ~~date~~adjustments ~~hereof~~and, ~~regardless~~accordingly, ofwe do not express an opinion or any ~~general~~other ~~incorporation~~form ~~language~~of inassurance ~~such~~on ~~filing~~the 2024 consolidated financial statements taken as a whole.

~~(c)~~Critical ~~Changes~~Audit ~~in Internal Control Over Financial Reporting~~Matters

~~There~~The ~~have~~critical ~~been~~audit nomatters ~~changes~~communicated inbelow are matters arising from the ~~Company’s~~current ~~internal~~period ~~control~~audit ~~over~~of the financial ~~reporting~~statements ~~during~~that were communicated or required to be communicated to the ~~period~~audit ~~ended~~committee ~~December~~and ~~31,~~that: ~~2024~~(1) relate to accounts or disclosures that ~~have~~are ~~materially~~material ~~affected~~to the ~~Company’s~~financial ~~internal~~statements ~~controls~~and ~~over~~(2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial ~~reporting~~statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

~~Item 9B~~I. ~~Other~~Deconsolidation ~~Information.~~of American Infrastructure Corporation and ReElement Technologies Corporation, Including Retained Interests and Discontinued Operations

~~None.~~Critical Audit Matter Description

35As ~~Table~~described in Notes 2 and 7 to the consolidated financial statements, during 2025 the Company deconsolidated AIC and RLMT after determining that it no longer had a controlling financial interest in those entities. The Company recognized the related deconsolidation effects, including the derecognition of ~~Contents~~assets and liabilities, gain on disposal, retained interests, and discontinued operations presentation. Following deconsolidation, the retained interest in RLMT was accounted for as an equity method investment, while the retained interest in AIC was accounted for as a financial asset measured at fair value.

~~PART~~We ~~III~~identified this matter as a critical audit matter due to the significant judgment involved in evaluating the loss of control, deconsolidation dates, classification and measurement of retained interests, and discontinued operations presentation. The matter also involved complex ownership, governance, contractual, and valuation considerations.

~~Item~~F-2 ~~10.~~Table ~~Directors,~~of ~~Executive Officers and Corporate Governance.~~Contents

~~Directors~~Audit ~~and Executive Officers.~~Response

~~The~~To ~~following~~address ~~individuals~~this ~~serve~~critical asaudit matter, our ~~executive~~procedures ~~officers~~focused ~~and~~on ~~members~~deconsolidation, ofretained ~~our~~interests, ~~board~~and ofdiscontinued ~~directors~~operations, asand ofincluded ~~December~~the ~~31, 2024~~following:

Name	Age	Positions
Mark C. Jensen	45	Chief Executive Officer, Chairman of the Board of Directors
Thomas M. Sauve	46	President, Director
Kirk P. Taylor	46	Chief Financial Officer
Tarlis R. Thompson	42	Chief Operating Officer
Josh Hawes	39	Independent Director
Gerardine Botte, PH.D.	53	Independent Director
Courtenay O. Taplin	73	Independent Director

	·	Evaluated management’s accounting analysis under ASC 810, ASC 323, ASC 820, and ASC 205-20.

	·	Inspected transaction documents, governance records, board minutes, ownership records, and related agreements.

	·	Evaluated whether the Company retained control or significant influence over AIC and RLMT.

	·	Assessed the classification of the retained interests.

	·	Tested the deconsolidation calculations and recalculated the related gain on disposal.

	·	Evaluated the fair value measurement of retained interests.

	·	Involved auditor-engaged specialists to assist with technical accounting matters and the valuation of the retained interest in AIC.

	·	Evaluated the related financial statement presentation and disclosures.

~~Mark C~~II. ~~Jensen~~Consolidation ~~(age~~Assessment ~~45)~~for –Other ~~Chief~~Variable ~~Executive~~Interest ~~Officer~~Entities and Related-Party Investments

~~Mark~~Critical ~~has~~Audit ~~been~~Matter an operator, investor and consultant in various natural resources and energy businesses. He has been highly involved in the navigation of numerous growth businesses to mature businesses, working as a managing member at T Squared Capital LLC since 2007, an investment firm focused on private equity styled investing in start-up businesses. Mark has significant experience with major Wall Street firms such as Citigroup and graduated from the Kelley School of Business at Indiana University with a BS in Finance and International Studies with a focus on Business. Mark also studied in Sydney Australia through Boston University completing his International Studies degree with a focus on East Asian culture and business. There are no arrangements or understandings between Mark and any other persons pursuant to which he was selected as an officer. He has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.Description

~~Thomas~~As Mdescribed in Notes 6 and 7 to the consolidated financial statements, the Company holds interests in, and has relationships with, various related-party entities and investees other than AIC and RLMT. ~~Sauve~~Management ~~(age~~evaluates ~~46)~~whether –these ~~President~~entities are variable interest entities, whether the Company is the primary beneficiary, and the appropriate accounting model for each investment.

~~Tom~~We ~~has~~identified ~~been~~this ~~involved~~matter as a ~~number~~critical ofaudit ~~energy~~matter ~~related~~due ~~businesses.~~to ~~Prior~~the hesignificant ~~had~~judgment ~~been~~involved ~~an investor and partner~~ in ~~various~~evaluating ~~natural~~ownership, ~~resources~~governance, ~~assets over the last seven years including coal mining operations and various oil and gas wells throughout Texas and the Appalachia region. Since 2007~~contractual, ~~Tom also worked as a managing member at T Squared Capital LLC~~financing, anand ~~investment firm focused on private equity styled investing in start~~related-upparty ~~businesses Tom received his Bachelor’s degree in Economics~~relationships, ~~magna~~including ~~cum~~whether ~~laude, from~~ the ~~University~~Company ofhad ~~Rochester,~~power ~~New~~over ~~York, with additional studies at~~ the ~~Simon~~significant ~~Graduate~~activities ~~School~~ of ~~Business.~~the ~~There~~entities ~~are no arrangements or understandings between Tom~~ and ~~any~~exposure ~~other persons pursuant~~ to ~~which~~potentially hesignificant ~~was selected as an officer~~economics. ~~He has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.~~

36Audit ~~Table of Contents~~Response

~~Kirk~~To ~~Taylor~~address this critical audit matter, ~~CPA~~our ~~(age~~procedures ~~45)~~focused –on ~~Chief~~VIE ~~Financial~~and ~~Officer~~investment accounting conclusions, and included the following:

~~Kirk~~· ~~conducts~~Evaluated ~~all~~management’s ~~tax~~VIE and ~~financial~~consolidation ~~accounting~~analyses ~~roles~~for ofentities ~~the~~other ~~organization,~~than ~~and~~AIC ~~has substantial experience in tax credit analysis~~ and ~~financial structure~~RLMT. ~~Kirk’s~~· ~~main~~Tested ~~focus~~the ~~over~~completeness ~~his~~of ~~13 years in public accounting had been~~ the ~~auditing,~~related-party ~~tax~~entities ~~compliance, financial modeling~~ and ~~reporting~~investees ~~on complex real estate and business transactions utilizing numerous federal and state tax credit and incentive programs~~evaluated. ~~Prior~~· toInspected ~~joining~~operating ~~American Resources Corporation~~agreements, ~~Kirk~~investment ~~was Chief Financial Officer of Quest Energy~~agreements, ~~Inc.,~~governance ~~ARC’s wholly-owned subsidiary. Prior to joining Quest Energy in 2015~~documents, heownership ~~was a Manager at K.B. Parrish & Co. LLP where he worked since 2014. Prior to that~~records, heand ~~worked~~related-party ~~at Katz Sapper Miller since 2012 as Manager~~agreements. In· ~~addition,~~Evaluated ~~Kirk~~reconsideration isevents anduring ~~instructor for~~ the ~~CPA examination and has spoken at several training and industry conferences~~year. He· ~~received~~Assessed awhether ~~BS in Accounting and a BS in Finance from~~ the ~~Kelley~~Company ~~School~~had ofpower ~~Business~~over atsignificant ~~Indiana University, Bloomington Indiana and is currently completing his Masters of Business Administration from the University of Saint Francis at Fort Wayne, Indiana~~activities. ~~Kirk~~· ~~serves~~Assessed ~~his~~whether ~~community in various ways including as~~ the ~~board~~Company ~~treasurer~~had ~~for~~potentially asignificant ~~community~~economic ~~development corporation in Indianapolis, Indiana~~exposure. ~~Kirk~~· ~~does~~Evaluated ~~not have any family relationships with any of~~ the ~~Company’s~~related ~~directors~~accounting orconclusions ~~executive officers. There are no arrangements or understandings between Kirk~~ and ~~any other persons pursuant to which he was selected as an officer~~disclosures. ~~He has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.~~

~~Tarlis~~May R.19, ~~Thompson (age 42) – Chief Operating Officer~~2026

~~Tarlis~~We ~~overseas~~have ~~all~~served operations at American Resources’ Central Appalachian subsidiaries, which includes McCoy Elkhorn, Deane Mining, and Knott County Coal. In this role, Tarlis manages the activities at the company’s various coal processing facilities and loadout, coordinates coal production at the company’s various mines, manages environmental compliance and reclamation, and is responsible for coal quality control and shipments to customers. Tarlis graduated from Millard High School in Kentucky in 2001 and subsequently worked for Commercial Testing and Engineering, working underground, performing surveying services and coal sampling. In 2002 he joined SGS Minerals, working as a Quality Control Manager. Shortly thereafter, he joined Massey Energy, working as logistics manager for coal shipments via truck and train, as well as a coal quality manager, working under Jim Slater and Mike Smith. After several years at Massey, Tarlis joined Central Appalachian Mining (CAM), in charge of lab analysis and environmental compliance at CAM’s various processing plants and loadouts. Tarlis graduated from Millard High School and has additional courses in Mining Engineering from Virginia Tech (Training), Business Administration Management from National College in Pikeville, and LECO Certified Course from West Virginia Training Institute. Tarlis does not have any family relationships with any of the Company’s ~~directors~~auditor orsince ~~executive officers~~2025. There are no arrangements or understandings between Tarlis and any other persons pursuant to which he was selected as an officer. He has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

~~Directors:~~Los Angeles, California

~~Mark~~PCAOB C.ID ~~Jensen~~Number ~~– Chairman of Board & Director~~6580

Mark has been an operator, investor and consultant in various natural resources and energy businesses. He has been highly involved in the navigation of numerous growth businesses to mature businesses, working as a managing member at T Squared Capital LLC since 2007, an investment firm focused on private equity styled investing in startF-up3 ~~businesses.~~Table ~~Mark has significant experience with major Wall Street firms such as Citigroup and graduated from the Kelley School~~ of Business at Indiana University with a BS in Finance and International Studies with a focus on Business. Mark also studied in Sydney Australia through Boston University completing his International Studies degree with a focus on East Asian culture and business. There are no arrangements or understandings between Mark and any other persons pursuant to which he was selected as an officer. He has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.Contents

~~Thomas~~Report M.of ~~Sauve~~Independent –Registered ~~Director~~Public Accounting Firm

~~Tom~~Shareholders ~~has been involved a number of energy related businesses. Prior he had been an investor~~ and ~~partner~~Board in various natural resources assets over the last seven years including coal mining operations and various oil and gas wells throughout Texas and the Appalachia region. Since 2007, Tom also worked as a managing member at T Squared Capital LLC, an investment firm focused on private equity styled investing in start-up businesses Tom received his Bachelor’s degree in Economics, magna cum laude, from the University of Rochester, New York, with additional studies at the Simon Graduate School of Business. There are no arrangements or understandings between Tom and any other persons pursuant to which he was selected as an officer. He has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.Directors

37American ~~Table~~Resources ~~of Contents~~Corporation

~~Josh~~Fishers, ~~Hawes – Director~~Indiana

~~Josh~~Opinion ~~Hawes~~on is an Independent Board Director at American Resources Corporation (AREC). He brings over 15+ years of leadership experience, specializing in commodities, buy-side/sell-side investments, and advanced technologies, to assist AREC with its capital markets plan and corporate strategy. He has a vast knowledge of capital markets integration with strategic vision and vertical integration. Josh is currently the ~~chair~~Consolidated ofFinancial the Audit and Compensation committees for AREC. His prior experience includes chief strategy officer of USA Rare Earth, CEO of Delta1x and Hawking Alpha. Hawes holds licenses spanning commodities, investment banking, public, and private securities, including Series 3, 63, 65, 7, 79, 82, and SIE. As well, Josh holds several professional designations, such as Wharton Business School’s Corporate Governance program certificate, “Maximizing Your Effectiveness in the Boardroom,” and University of Cambridge Judge Business School, “Circular Economy and Sustainability Strategies.” He is also holder of the Chartered Market Technician, Certified Hedge Fund Professional, and Qualified Family Office Professional A Wireless Software Engineering graduate from Auburn University. The Board nominated Josh to serve as a director because of his experience and relationships in the critical minerals sector, banking sector and his experience in growth businesses. He has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.Statements

~~Gerardine~~We ~~Botte~~have audited, PHbefore the effects of the adjustments to reflect the discontinued operations presentation described in Note 2, the consolidated balance sheet of American Resources Corporation (the "Company") as of December 31, 2024, and the related consolidated statements of operations, changes in stockholders' equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the "2024 consolidated financial statements before the effects of the adjustments described in Note 2").D The 2024 consolidated financial statements before the effects of the adjustments described in Note 2 are not presented separately herein. –In ~~Director~~our opinion, the 2024 consolidated financial statements, before the effects of the adjustments to reflect the discontinued operations presentation described in Note 2, present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024, and the results of its consolidated operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

~~Dr.~~We ~~Botte~~were ~~has~~not ~~over~~engaged 21to ~~years~~audit, of experience in the development of electrochemical processes and advanced water treatment. She has served in leadership roles for the Electrochemical Society and is currently the Chair of the Electrochemical Process Engineering and Technology Division of the International Society of Electrochemistry. Dr. Botte also serves as the Editor in Chief of the Journal of Applied Electrochemistry. In 2014review, ~~she~~or ~~was~~apply ~~named~~any aprocedures ~~Fellow~~to of the ~~Electrochemical~~adjustments ~~Society~~to ~~for~~reflect ~~her contributions and innovation in electrochemical processes and engineering. She became a Chapter Fellow of~~ the ~~National~~discontinued ~~Academy~~operations ofpresentation ~~Inventors~~described in ~~2012.~~Note In2 ~~2010, she was named a Fellow of the World Technology Network for her contributions on the development of sustainable~~ and ~~environmental technologies. Prior to Texas Tech~~, ~~Dr. Botte was University Distinguished Professor and Russ Professor of Chemical and Biomolecular Engineering at Ohio University~~accordingly, ~~the~~we ~~founder~~do ~~and~~not ~~Director~~express ofan ~~Ohio~~opinion ~~University’s~~or ~~Center~~any ~~for~~other ~~Electrochemical~~form ~~Engineering Research, and the founder and Director~~ of ~~the~~assurance ~~Consortium~~about ~~for~~whether ~~Electrochemical~~such ~~Processes~~adjustments ~~and~~are ~~Technology~~appropriate ~~– an Industry University Cooperative Research Center. Her entrepreneurial spirit has led to the commercialization of various technologies~~ and ~~has~~have ~~founded~~been ~~and~~properly ~~co-founded various companies to help achieve this goal~~applied. ~~The~~Those ~~Board~~adjustments ~~nominated~~were ~~Dr.~~audited ~~Botte~~by toGreenGrowth ~~serve as a director because of her thought leadership in the technical innovations of in carbon and rare earth elements~~CPAs. ~~She has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.~~

~~Courtenay~~Going O.Concern ~~Taplin – Director~~Uncertainty

~~Courtenay~~The ~~serves~~accompanying as2024 ~~Director~~consolidated offinancial ~~American~~statements ~~Resources~~have ~~Corporation.~~been Heprepared ~~brings~~assuming ~~over~~that 40the ~~years~~Company ofwill ~~experience~~continue ofas ~~sourcing~~a ~~and~~going ~~supplying~~concern. ~~iron~~As ~~ore,~~discussed ~~coke~~in ~~and~~Note ~~metallurgical~~1 ~~coal~~ to the ~~steel~~consolidated ~~industry~~financial ~~to assist American Resources with their supply chain~~statements, ~~logistics,~~at ~~customers,~~the ~~overall~~time ~~corporate~~those ~~strategy.~~financial Hestatements ~~has~~were aissued ~~vast knowledge of both~~ the ~~global~~Company ~~and~~had ~~domestic~~recurring ~~marketplace~~operating ~~where~~losses ~~he works with both suppliers~~ and ~~consumers.~~limited ~~Courtenay~~available isliquidity ~~currently~~that ~~Managing~~raised ~~Director~~substantial ofdoubt ~~Compass~~about ~~Point~~its ~~Resources,~~ability ~~LLC~~to ~~which~~continue ~~he founded in 2007. Mr. Taplin also acts~~ as ~~Managing Director for Clay Resources LLC,~~ a ~~commodities~~going ~~firm~~concern ~~trading~~within inone ~~African~~year ~~origin~~after ~~minerals~~that ~~and~~issuance ~~metals~~date. ~~with sales to the world~~Management’s ~~merchant~~plans ~~consumers from its offices~~ in ~~the~~regard U. S. and Durban, South Africa. His prior experience includes Crown Coal & Coke Company and Pickands Mather & Company out of Cleveland, OH. Mr. Taplin attended Hobart College and received his degree from Case Western Reserve University. The Board nominated Courtenay to ~~serve~~these asmatters aat ~~director~~that ~~because~~time ofare ~~his~~also ~~experience~~described ~~and relationships~~ in ~~the~~Note ~~raw materials and coking sector and his experience in managing growing businesses~~1. HeThe ~~has~~consolidated nofinancial ~~direct~~statements ordo ~~indirect~~not ~~material~~include ~~interest in~~ any ~~transaction~~adjustments ~~required~~that tomight beresult ~~disclosed~~from ~~pursuant~~the tooutcome ~~Item 404(a)~~ of ~~Regulation~~this ~~S-K~~uncertainty.

38Basis ~~Table~~for ~~of Contents~~Opinion

~~None~~These consolidated financial statements are the responsibility of the ~~directors~~Company’s ~~have~~management. ~~been~~Our ~~involved~~responsibility inis ~~any~~to ~~legal~~express ~~proceedings~~an ~~that~~opinion ~~would~~on ~~require~~the Company’s consolidated financial statements based on our audit. We are a ~~disclosure~~public ~~under~~accounting ~~Item~~firm ~~401~~registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of ~~Regulation~~the SKSecurities and Exchange Commission and the PCAOB.

~~During~~We conducted our audit in accordance with the ~~past~~standards ~~ten~~of ~~years~~the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, ~~none~~whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our ~~directors~~audit, orwe ~~executive~~are ~~officers~~required ~~has~~to ~~been:~~obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

·Our ~~the~~audit ~~subject~~included ofperforming ~~any~~procedures ~~bankruptcy~~to ~~petition~~assess ~~filed~~the byrisks ~~or against any business~~ of ~~which~~material ~~such~~misstatement ~~person was a general partner or executive officer either at the time~~ of the ~~bankruptcy~~consolidated orfinancial ~~within~~statements, ~~two~~whether ~~years~~due ~~prior~~ to ~~that~~error ~~time; · convicted in a criminal proceeding~~ or isfraud, ~~subject to a pending criminal proceeding (excluding traffic violations~~ and ~~other~~performing ~~minor~~procedures ~~offenses);~~that ·respond ~~subject~~ to ~~any~~those ~~order,~~risks. ~~judgment~~Such orprocedures ~~decree,~~included ~~not subsequently reversed~~examining, ~~suspended~~on ora ~~vacated,~~test ~~of any court of competent jurisdiction~~basis, ~~permanently~~evidence orregarding ~~temporarily~~the ~~enjoining,~~amounts ~~barring,~~and ~~suspending~~disclosures ~~or otherwise limiting his involvement~~ in ~~any~~the ~~type~~consolidated offinancial ~~business,~~statements. ~~securities~~Our oraudit ~~banking~~also ~~activities;~~included ·evaluating ~~found by a court of competent jurisdiction (in a civil action),~~ the ~~SEC~~accounting orprinciples ~~the~~used ~~Commodity~~and ~~Futures~~significant ~~Trading~~estimates ~~Commission~~made toby ~~have violated a federal or state securities or commodities law~~management, ~~that~~as ~~has~~well ~~not~~as ~~been~~evaluating ~~reversed,~~the ~~suspended,~~overall orpresentation ~~vacated; · subject~~ of, orthe aconsolidated party to, any order, judgment, decree or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of a federal or state securities or commodities law or regulation, law or regulation respecting financial ~~institutions~~statements. orWe ~~insurance~~believe ~~companies,~~that ~~law~~our oraudit ~~regulation~~provides ~~prohibiting mail or wire fraud or fraud in connection with any business entity; or · subject of, or~~ a ~~party~~reasonable ~~to,~~basis ~~any~~for ~~sanction~~our or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a memberopinion.

~~None~~Audit of ~~our~~the ~~directors,~~Adjustments ~~executive~~Described ~~officers or affiliates, or any beneficial owner of 5% or more of our common stock, or any associate of such persons, is an adverse party~~ in ~~any~~Note ~~material proceeding to, or has a material interest adverse to, us.~~13

39We ~~Table~~also have audited the adjustments described in Note 13 that were applied to the 2024 consolidated financial statements. In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures to the 2024 consolidated financial statements other than with respect to the adjustments described in Note 13 and, accordingly, we do not express an opinion or any other form of ~~Contents~~assurance on the 2024 consolidated financial statements taken as a whole.

~~Separation~~Critical ofAudit ~~Duties of the Chairman of the Board, the Chief Executive Officer and the President~~Matters

~~Due~~Critical toaudit ~~the~~matters ~~inherent~~are ~~limitations~~matters ofarising ~~nonexecutive~~from ~~chairs,~~ the ~~duties~~current period audit of the ~~Chairman~~financial ofstatements ~~the~~that ~~Board~~were ~~and~~communicated ~~the~~or ~~Chief~~required ~~Executive~~to ~~Officer~~be ~~have~~communicated ~~not~~to ~~been~~the ~~separated.~~audit Incommittee ~~order~~and that: (1) relate to ~~increase~~accounts ~~objectivity~~or ~~and~~disclosures ~~fiduciary~~that ~~responsibilities~~are material to the ~~shareholders~~financial ~~both~~statements inand ~~appearance~~(2) ~~and~~involved ~~operation~~our especially challenging, ~~the~~subjective, ~~duties~~or ofcomplex ~~the~~judgments. ~~Chief~~We ~~Executive~~determined ~~Officer~~that ~~and~~there ~~the~~are ~~President~~no ~~have~~critical ~~been~~audit ~~separated~~matters.

~~Director~~/s/ ~~Independence~~GBQ Partners LLC

~~Currently~~GBQ ~~our~~Partners ~~board~~LLC of(PCAOB ~~directors~~ID consist of Mark C. Jensen, our Chief Executive Officer, Thomas M. Sauve, our President, Josh Hawes, Gerardine Botte, PHD, and Courtenay O. Taplin, of which Ms. Botte and Messrs Hawes and Taplin are considered independent in accordance under the requirements of the NASDAQ, NYSE and SEC.#1808)

~~Limitation~~Columbus, ~~of Director Liability; Indemnification~~Ohio

~~Indemnity~~October 24, 2025, except for Note 13, as to which the date is May 19, 2026

ToWe ~~the~~served fullest extent permitted by the Florida Business Corporation Act, the Company shall indemnify, or advance expenses to, any person made, or threatened to be made, a party to any action, suit or proceeding by reason of the fact that such person (i) is or was a director of the Company; (ii) is or was serving at the request of the Company as ~~a director of another Company, provided that such person is or was at~~ the ~~time a director of the~~ Company;'s orauditor ~~(iv)is~~from or2024 was serving at the request of the Company as an officer of another Company, provided that such person is or was at the time a director of the Company or a director of such other Company, serving at the request of the Company. Unless otherwise expressly prohibited by the Florida Business Corporation Act, and except as otherwise provided in the previous sentence, the Board of Directors of the Company shall have the sole and exclusive discretion, on such terms and conditions as it shall determine, to indemnify, or advance expenses to, any person made, or threatened to be made, a party to any action, suit, or proceeding by reason of the fact such person is or was an officer, employee or agent of the Company as an officer, employee or agent of another Company, partnership, joint venture, trust or other enterprise2025. ~~No person falling within the purview of this paragraph may apply for indemnification or advancement of expenses to any court of competent jurisdiction.~~

~~Section~~F-4 ~~16(a)~~Table ~~Beneficial~~of ~~Ownership Reporting Compliance~~Contents

~~Our~~AMERICAN ~~shares~~RESOURCES of common stock are registered under the Exchange Act, and therefore our officers, directors and holders of more than 10% of our outstanding shares are subject to the provisions of Section 16(a) which requires them to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and our other equity securities. Officers, directors and greater than 10% beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. During the fiscal year ended December 31, 2021, none of our officers, directors or 10% shareholders failed to file any Section 16 report on a timely basis. CORPORATION

~~Code~~CONSOLIDATED ofBALANCE ~~Ethics~~SHEETS

We have adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors. In addition to the Code of Business Conduct and Ethics, our principal executive officer, principal financial officer and principal accounting officer are also subject to written policies and standards that are reasonably designed to deter wrongdoing and to promote: honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to the SEC and in other public communications made by us; compliance with applicable government laws, rules and regulations; the prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and accountability for adherence to the code. We have posted the text of our Code of Business Conduct and Ethics on our internal website. We intend to disclose future amendments to, or waivers from, certain provisions of our Code of Business Conduct and Ethics as applicable.

	December 31,
	2025			2024
				(As Revised)
Assets
Current assets:
Cash and cash equivalents	$	31,701,916		$	201,456
Short-term investments		40,470,151			587,357
Interest receivables		85,991			85,991
Prepaid expenses and other current assets		2,635,151			620,042
Accounts receivable – related party – net of allowance of $62,030,311 and $0 for the years ended December 31, 2025 and 2024 respectively.		59,371,504			81,570,962
Current assets – discontinued operations		-			9,830,195
Total current assets		134,264,713			92,896,003

Non-current assets:
Restricted cash		380,770			380,770
Property and equipment, net		143,069			228,688
Right-of-use assets, net		459,091			508,633
Right-of-use assets, net - related party		1,298,890			1,657,127
Investment in other entities - related parties		32,361,173			1,706,244
Notes receivable, net		-			280,000
Non-current assets – discontinued operations		-			183,994,409
Total assets	$	168,907,706		$	281,651,874

Liabilities and Deficit
Current liabilities:
Trade payables	$	1,093,529		$	2,137,054
Non-trade payables		474,407			471,566
Accounts payable – related party		51,610,947			17,533,062
Accrued expenses		391,401			544,865
Accrued litigation settlement		1,848,553			2,303,270
Accrued interest		54,849			68,465
Operating lease liabilities, current		139,918			49,529
Operating lease liabilities, current - related party		1,247,151			714,942
Other financing obligations, current		4,349,613			5,964,079
Current liabilities – discontinued operations		-			136,612,282
Total current liabilities		61,210,368			166,399,114

Non-current liabilities:
Long term debt		965,286			-
Other financing obligations, net of current portion		12,167,536			5,894,110
Operating lease liabilities, non-current		453,179			511,247
Operating lease liabilities, non-current - related party		922,411			1,315,604
Non-current liabilities – discontinued operations		-			188,448,773
Total liabilities		75,718,780			362,568,848

Stockholders' deficit:
Common stock, $0.0001 par value; 230,000,000 shares authorized, 106,919,830 and 77,996,079 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively		10,692			7,802
Additional paid-in capital		305,124,968			186,407,169
Accumulated deficit		(210,358,542	)		(265,770,279	)
Total stockholders' equity (deficit)		94,777,118			(79,355,308	)
Non-controlling interest		(1,588,192	)		(1,561,666	)
Total equity (deficit)		93,188,926			(80,916,974	)
Total liabilities and stockholders' equity (deficit)	$	168,907,706		$	281,651,874

40 The ~~Table~~accompanying offootnotes ~~Contents~~are integral to the consolidated financial statements.

~~Legal~~F-5 ~~Proceedings.~~Table of Contents

ToAMERICAN ~~the~~RESOURCES best of our knowledge, except as set forth herein, none of the directors or director designees to our knowledge has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement.CORPORATION

~~Committees~~CONSOLIDATED ofSTATEMENTS ~~the~~OF ~~Board~~OPERATIONS ~~of Directors~~

Currently, our board of directors has four committees: an Audit Committee, a Compensation Committee, a Nomination Committee, and a Safety and Environmental Committee. The Audit Committee and Compensation Committee are both comprised of the three independent directors of the Company. The Safety and Environmental Committee and Nomination Committee are both comprised of Thomas M. Sauve and Mark C. Jensen. The composition and responsibilities of the three committees are described below.

	For the Years Ended December 31,
	2025			2024
				(As Revised)
Revenue
Metal recovery and sales	$	-		$	34,070
Total revenue		-			34,070

Operating expenses
Cost of coal sales and processing		306,639			530,891
Depreciation		122,916			123,253
General and administrative		9,557,890			11,417,208
Professional fees		478,449			1,735,305
Litigation expense		720,283			-
Production taxes and royalties		14,851			11,638
Development		107,507			434,793
Total operating expenses		11,308,535			14,253,088

Net loss from operations		(11,308,535	)		(14,219,018	)

Other income (expense)
Losses from equity method investees		(84,063	)		(409,268	)
Loss on debt extinguishment		(5,193,382	)		-
Other income and (expense)		(61,927	)		110,060
Interest income		577,526			78,791
Interest expense		(1,764,115	)		(1,521,726	)
Total other income (expenses)		(6,525,961	)		(1,742,143	)

Loss from continuing operations		(17,834,496	)		(15,961,161	)
Income (loss) from discontinued operations (Note 2)		73,219,707			(23,242,809	)
Net income (loss)		55,385,211			(39,203,970	)
Net loss attributable to non-controlling interest		26,526			87,814
Net income (loss) attributable to ARC shareholders	$	55,411,737		$	(39,116,156	)

Loss from continuing operations per share, basic and diluted	$	(0.20	)	$	(0.21	)
Income (loss) from discontinued operations per share, basic and diluted		0.84			(0.30	)
Total income (loss) per share, basic and diluted	$	0.63		$	(0.51	)

Weighted average shares outstanding - basic and diluted		87,274,415			77,222,990

~~Audit~~The ~~Committee~~accompanying footnotes are integral to the consolidated financial statements.

AsF-6 ~~required~~Table ~~by the rules~~ of the SEC, the audit committee consists solely of independent directors, who are Ms. Botte and Messrs Hawes, and Taplin. SEC rules also require that a public company disclose whether its audit committee has an “audit committee financial expert” as a member. An “audit committee financial expert” is defined as a person who, based on his or her experience, possesses the attributes outlined in such rules.Contents

~~This~~AMERICAN ~~committee~~RESOURCES oversees, reviews, acts on and reports on various auditing and accounting matters to our board of directors, including: the selection of our independent accountants, the scope of our annual audits, fees to be paid to the independent accountants, the performance of our independent accountants and our accounting practices. In addition, the audit committee oversees our compliance programs relating to legal and regulatory requirements. We have adopted an audit committee charter defining the committee’s primary duties in a manner consistent with the rules of the SEC and applicable stock exchange or market standards.CORPORATION

~~Compensation~~STATEMENT ~~Committee~~OF STOCKHOLDERS’ DEFICIT

AsFOR ~~required~~THE byYEAR ~~the~~ENDED ~~rules~~DECEMBER ~~of the SEC~~31, ~~the~~2025 ~~compensation~~AND ~~committee~~2024 consists solely of independent directors, who are Ms. Botte and Mr. Hawes. The purpose of this committee shall be to (i) assist the board of directors in the oversight of the Company’s executive officer and director compensation programs, (ii) discharge the board of director’s duties relating to administration of the Company’s incentive compensation and any other stock- based plans, and (iii) act on specific matters within its delegated authority, as determined by the board of directors from time to time.

Nomination Committee

	Common Stock				Additional									Non-
	Par Value Shares		Amount		Paid-in Capital			Accumulated Deficit			Total Deficit			controlling interest			Total Deficit
Balance as of December 31, 2023		76,247,370	$	7,627	$	181,753,261		$	(225,292,335	)	$	(43,531,447	)	$	(1,473,852	)	$	(45,005,299	)
Exercise of cashless warrants		871,620		87		(87	)		-			-			-			-
Exercise of common stock options		148,000		15		156,885			-			156,900			-			156,900
Issuance of common shares for consulting services		30,000		3		43,797			-			43,800			-			43,800
Dividend-in-kind of Novustera, Inc. common stock to shareholders		-		-		-			(1,361,788	)		(1,361,788	)		-			(1,361,788	)
Exercise of common stock warrants		30,799		3		32,336			-			32,339			-			32,339
Issuance of common shares for consulting services		72,500		7		99,768			-			99,775			-			99,775
Common stock issued to settle accounts payable and accrued expenses		595,790		60		595,725			-			595,785			-			595,785
Stock compensation – options		-		-		3,725,484			-			3,725,484			-			3,725,484
Net loss		-		-		-			(39,116,156	)		(39,116,156	)		(87,814	)		(39,203,970	)
Balance as of December 31, 2024		77,996,079	$	7,802	$	186,407,169		$	(265,770,279	)	$	(79,355,308	)	$	(1,561,666	)	$	(80,916,974	)
Stock compensation – options		-		-		7,132,466			-			7,132,466			-			7,132,466
Exercise of cashless common stock options		577,676		58		(58	)		-			-			-			-
Exercise of warrants for common stock		2,162,808		216		7,524,784			-			7,525,000			-			7,525,000
Common stock issued to settle accounts payable and accrued expenses		7,299,143		729		6,308,600			-			6,309,329			-			6,309,329
Common stock issued to settle debt		1,500,726		150		6,413,157			-			6,413,307			-			6,413,307
Proceeds from equity offering, net		17,323,420		1,731		68,121,944			-			68,123,675			-			68,123,675
Issuance of common shares for consulting services		59,978		6		83,963			-			83,969			-			83,969
Issuance of RLMT common stock for deconsolidated subsidiary		-		-		23,132,943						23,132,943						23,132,943
Net income		-		-		-			55,411,737			55,411,737			(26,526	)		55,385,211
Balance as of December 31, 2025		106,919,830	$	10,692	$	305,124,968		$	(210,358,542	)	$	94,777,118		$	(1,588,192	)	$	93,188,926

The ~~board~~accompanying offootnotes ~~directors~~are ~~formed~~integral ~~the Nomination Committee, which is comprised of Mr. Sauve and Mr. Jensen. The purpose of this committee shall be~~ to ~~(i) assist~~ the ~~board~~consolidated offinancial ~~directors in cultivating valuable board of director nominees and (ii) navigating the onboarding for selected directors~~statements.

~~Safety~~F-7 ~~and~~Table ~~Environmental~~of ~~Committee~~Contents

~~The~~AMERICAN ~~board~~RESOURCES of directors formed a Safety and Environmental Committee, which is comprised of Messrs Jensen and Sauve. The purpose of this committee is to assist the board in fulfilling its responsibilities by providing oversight and support in assessing the effectiveness of the Company’s environmental, health, and safety policies, programs and initiatives. This committee will monitor the continued effectiveness of these policies and procedures by periodically reviewing the applicable environmental, health and safety laws, rules and regulations. The Committee will also perform such other functions as the Board may assign to the Committee from time to time.CORPORATION

41CONSOLIDATED ~~Table~~STATEMENTS ofOF ~~Contents~~CASH FLOWS

Item 11. Executive Compensation.

	For the years ended
	December 31,
	2025			2024
				(As Revised)
Cash Flows from Operating activities:
Net income (loss)	$	55,385,211		$	(39,203,970	)
Net income (loss) from discontinued operations		73,219,707			(23,242,809	)
Net loss from continuing operations		(17,834,496	)		(15,961,161	)

Adjustments to reconcile net loss to net cash
Stock-based compensation expense		9,235,377			3,725,484
Depreciation expense		122,916			123,253
Loss on settlement/conversion of debt to equity		5,193,382			-
Interest and dividend income		(559,476	)		-
Investment in other entities - Related Parties, net		84,063			409,268
Issuance of common shares for consulting services		83,969			143,575
Allowance for losses on note receivable		280,000			-
Unrealized gain on short-term investments					45,514

Change in current assets and liabilities:
Interest receivable		-			(85,991	)
Accounts receivable – related party		(1,970,096	)		8,457,521
Prepaid expenses and other current assets		(2,015,109	)		69,667
Trade and non-trade payable		(2,989,695	)		4,100,581
Accrued expenses		(608,180	)		544,856
Accrued interest		(13,616	)		44,969
Operating lease assets and liabilities, net		81,863			846
Operating lease assets and liabilities, net - related party		497,253			373,419
Cash (used in) provided by operating activities		(10,411,845	)		1,991,801

Cash Flows from Investing activities:
Purchase of property and equipment, net of capitalized interest income and (expense)		(37,297	)		230,932
Purchase of certificate of deposit		(5,000,000	)		-
Proceeds from short-term investments, net		-			715,036
Purchases of short-term investments/securities		(34,323,318	)		-
Cash (used in) provided by investing activities		(39,360,615	)		945,968

Cash Flows from Financing activities:
Proceeds from equity offering, net of issuance costs		68,123,675			-
Proceeds from long-term debt		965,286			-
Exercise of warrants for common stock		7,525,000			-
Proceeds from the exercise of stock options and warrants					189,239
Proceeds received from other financing obligation		8,071,908			2,484,694
Repayments of other financing obligation		(3,412,948	)		(7,025,901	)
Cash provided by (used in) financing activities		81,272,921			(4,351,968	)

Net change in cash, cash equivalents and restricted cash from continuing operations		31,500,460			(1,414,199	)

Cash flows from discontinued operations:
Net cash flow used in discontinued operating activities		(7,370,831	)		(23,235,014	)
Net cash flow used in discontinued investing activities		(3,825,518	)		(126,346,329	)
Net cash flow used in discontinued financing activities		13,475,625			150,031,311
Net change in cash and cash equivalents, discontinued operations		2,279,276			449,968
Cash and cash equivalents, including discontinued operations, beginning of year		4,113,329			5,077,560
Cash and cash equivalents, including discontinued operations, end of year		37,893,065			4,113,329
Less: Cash and cash equivalents at end of period discontinued operations		5,810,379			3,531,103
Cash, cash equivalents, and Restricted Cash		32,082,686		$	582,226

SUPPLEMENTAL CASH FLOW INFORMATION

Exercise of cashless common stock options and warrants	$	59		$	87
Dividend-in-kind of Novustera, Inc. common stock to shareholders		-		$	1,361,788
Acquisition of assets through operating leases – related party		-		$	1,897,736
Common stock issued to settle accounts payable and accrued expenses		6,309,329			1,116,100
Common stock issued to settle debt		6,413,307		$	-

The ~~following~~accompanying ~~table~~footnotes ~~sets~~are ~~forth~~integral ~~information concerning the annual and long-term compensation of our executive officers for services rendered in all capacities~~ to ~~us during~~ the ~~last~~consolidated ~~two~~financial ~~completed fiscal years~~statements. The listed individuals shall hereinafter be referred to as the “Named Executive Officers.” We also have included below a table regarding compensation paid to our directors who served during the last completed fiscal year. The address for all individuals identified in the following tables is 12115 Visionary Way, Suite 174, Fishers, IN 46038.

~~Summary~~F-8 ~~Compensation~~ Table -of ~~Officers~~Contents

(a)	(b)	(c)		(d)	(e)	(f)		(g)	(h)	(I)		(j)
Name and principal position	Year	Salary ($)		Bonus ($)	Stock Awards ($)	Option Awards ($)		Non-equity Incentive plan Compensation ($)	Nonqualified deferred compensation earnings ($)	All other Compensation ($)		Total ($)
Mark C. Jensen, (1) CEO	2024		375,000	-0-	-0-	378,000		-0-	-0-	-0-			753,000
	2023		375,000	-0-	-0-		1,221,000	-0-	-0-	-0-			1,596,000
Thomas M. Sauve, (2) President	2024		300,000	-0-	-0-	207,000		-0-	-0-		8.417		515,417
	2023		300,000	-0-	-0-		915,750	-0-	-0-		8,074		1,223,824
Kirk P. Taylor, (3) CFO	2024		300,000	-0-	-0-	-0-		-0-	-0-		26,363		326,363
	2023		300,000	-0-	-0-		574,500				25,298		899,798
Tarlis R Thompson, (4) COO	2024		197,837	-0-	-0-	-0-		-0-	-0-		26,699		224,536
	2023		197,837	-0-	-0-	-0-		-0-	-0-	-0-			197,837

AMERICAN RESOURCES CORPORATION

~~_____________~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)	On October 1, 2020, the Company entered into an employment agreement, beginning January 1, 2021 and expiring on December 31, 2021, with Mr. Jensen increasing base pay to $250,000 and carrying certain performance bonuses which would be awarded by the board of directors. 60,976 options were issued under the new contract and vest immediately. 25,000 Options issued on January 28, 2021 and 450,000 Options were issued on December 13, 2021. On November 23, 2021, the Company entered into an employment agreement, beginning January 1, 2024 and expiring on December 31, 2024, with Mr. Jensen increasing base pay to $375,000 any carrying certain performance bonuses which would be awarded by the board of directors and stock options totaling 150,000. The Company issued 800,000 and 300,000 stock options in 2023 and 2024, respectively. The value in the option awards represents Black-Scholes Option Pricing Model fair market value. No bonus was awarded during 2023 and 2024.
(2)	On October 1, 2020, the Company entered into an employment agreement with Mr. Sauve increasing base pay to $200,000 and carrying certain performance bonuses which would be awarded by the board of directors. 49,342 options were issued under the new contract and vest immediately. 25,000 Options issued on January 28, 2021 and 275,000 Options were issued on December 13, 2021. On November 23, 2021, the Company entered into an employment agreement, beginning January 1, 2024 and expiring on December 31, 2024, with Mr. Sauve increasing base pay to $300,000 any carrying certain performance bonuses which would be awarded by the board of directors and stock options totaling 100,000. The Company issued 625,000 and 225,000 stock options in 2023 and 2024, respectively. The value in the option awards represents Black-Scholes Option Pricing Model fair market value. No bonus was awarded during 2023 and 2024. During 2024 and 2023, other compensation totaling $8,417 and $8,074 included health insurance reimbursement.
(3)	On October 1, 2020, the Company entered into an employment agreement with Mr. Taylor increasing base pay to $200,000 and carrying certain performance bonuses which would be awarded by the board of directors. 49,342 options were issued under the new contract and vest immediately. 25,000 Options issued on January 28, 2021 and 100,000 Options were issued on December 13, 2021. On November 23, 2021, the Company entered into an employment agreement, beginning January 1, 2024, and expiring on December 31, 2024, with Mr. Taylor increasing base pay to $300,000 any carrying certain performance bonuses which would be awarded by the board of directors and stock options totaling 100,000. The Company issued 450,000 and 0 stock options in 2023 and 2024, respectively. The value in the option awards represents Black-Scholes Option Pricing Model fair market value. No bonus was awarded during 2024 and 2023. During 2024 and 2023, other compensation totaling $26,363 and $25,298 included health insurance reimbursement.
(4)	There is no employment agreement in place for Mr. Thompson. 0 Options were issued during 2024. The value in the option awards represents Black-Scholes Option Pricing Model. During 2024 and 2023, other compensation totaling $26,699 and $0 included health insurance reimbursement.

December 31, 2025 and 2024

42NOTE ~~Table~~1 of- ~~Contents~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Director~~American ~~Compensation~~Resources Corporation’s (ARC or the Company) operations are focused on the aggregation, recovery and sale of recovered metal and steel. Historically, the Company was comprised of ARC (Corporate or Parent) and three operating segments known as American Infrastructure, ReElements and Electrified Materials. During the year ended December 31, 2025 the Company spun-off of the American Infrastructure and ReElements segments. Following the disposal of American Infrastructure and ReElements, the Company has operated as two-operating segments, Corporate Office and Electrified Materials.

(a)		(b)	(c)	(d)		(e)	(f)	(g)	(h)
Name and principal position		Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)		Non-Equity Incentive Plan Compensation ($)	Nonqualified deferred compensation earnings ($)	All Other Compensation ($)	Total ($)
Mark C. Jensen (1)	2024	-0-	-0-		378,000	-0-	-0-	-0-		378,000
	2023	-0-	-0-		1,221,000	-0-	-0-	-0-		1,221,000
Thomas M. Sauve (2)	2024	-0-	-0-		207,000	-0-	-0-	-0-		207,000
	2023	-0-	-0-		915,750	-0-	-0-	-0-		915,750
Courtenay O. Taplin (3)	2024	-0-	-0-		134,597	-0-	-0-	-0-		134,597
	2023	-0-	-0-		292,500	-0-	-0-	-0-		292,500
Michael Layman (4)	2024	-0-	-0-	-0-		-0-	-0-	-0-	-0-
	2023	-0-	-0-		1,132,500	-0-	-0-	-0-		1,132,500
Dr. Gerardine Botte (5)	2024	-0-	-0-		193,500	-0-	-0-	-0-		193,500
	2023	-0-	-0-		292,500	-0-	-0-	-0-		292,500
Josh Hawes (6)	2024	-0-	-0-		320,000	-0-	-0-	-0-		320,000
	2023	-0-	-0-	-0-		-0-	-0-	-0-	-0-

Beginning in 2023, the focus of the Company’s business and capital allocation shifted towards the diversification of the Company’s revenue streams. This led to the development of the Company’s operations focused on the aggregation, recovery and sale of recovered metal and steel. The Company established a new subsidiary, Electrified Materials Corporation (EMC, formerly known as American Metals) for these operations. Electrified Materials has been in the development (pre revenue) stages since its creation.

~~___________~~American Infrastructure (the Company’s former coal mining operations) was 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.

(1)	The value of the Option Award to Directors in Column (d) represents the fair market value of the stock options awarded using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the stock options to the option holder. During 2024 and 2023, 800,000 and 300,000 of options were issued to Mr. Jensen, respectively.
(2)	The value of the Option Award to Directors in Column (d) represents the fair market value of the stock options awarded using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the stock options to the option holder. During 2024 and 2023, 625,000 and 225,000 of options were issued to Mr. Sauve, respectively.

ReElements was 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, the Company changed the name of American Rate Earth LLC to ReElement Technologies LLC and recently converted the company from a limited liability corporation to a corporation.

~~(3)~~Basis ~~Mr. Taplin was appointed as a director on November 15, 2018. The value~~ of ~~the~~Presentation ~~Option Award to Directors in Column (d) represents the fair market value of the stock options awarded using the Black-Scholes Option Pricing Model,~~ and does not represent the actual cash value of the stock options to the option holder. During 2024 and 2023, 150,000 and 150,000 options were issued to Mr. Taplin for his service on the board, respectively.Consolidation:

~~(4) Mr. Layman was appointed as a director on July 16, 2020.~~ The ~~value~~consolidated offinancial ~~the~~statements ~~Option~~include ~~Award to Directors in Column (d) represents~~ the ~~fair~~accounts ~~market value~~ of the ~~stock~~Company ~~options awarded using the Black-Scholes Option Pricing Model,~~ and ~~does~~its majority ~~not~~owned ~~represent the actual cash value of the stock options to the option holder~~subsidiaries. The ~~During~~majority ~~2024~~owned ~~and~~subsidiaries ~~2023, 0 and 750,000 options were issued to Mr. Layman, respectively.~~include:

(5)	Dr. Botte was appointed as a director on November 23, 2020. The value of the Option Award to Directors in Column (d) represents the fair market value of the stock options using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the stock options to the option holder. During 2024 and 2023, 150,000 options were issued to Dr. Botte for her service on the board.
(6)	Mr. Hawes was appointed as a director on August 16, 2023. During 2024, 250,000 options were issued to Mr. Hawes for his service on the board and chair of the audit and compensation committees.

Electrified Materials:

NoElectrified ~~retirement,~~Materials ~~pension,~~Corporation ~~profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees~~(EMC).

~~There~~Corporate ~~are no understandings or agreements regarding compensation our management will receive after a business combination that is required to be included in this table, or otherwise.~~Office:

43American ~~Table~~Resources ofCorporation ~~Contents~~(ARC).

~~Employment~~American ~~Agreements~~Opportunity Venture II, LLC (AOV II).

~~Except~~As ~~for~~further ~~our~~described ~~Chief~~in ~~Operating~~Note ~~Officer,~~2 we– ~~have~~Discontinued ~~employment~~Operations, ~~agreements~~during ~~with~~ the ~~Named~~year ~~Executive~~ended ~~Officers~~December ~~that~~31, ~~provide~~2025, ~~for~~ the ~~base~~Company ~~salaries~~spun-off 81% and a91% ~~discretionary~~of ~~annual~~the ~~performance~~ownership ~~bonus~~interests of upReElement toTechnologies, ~~three~~Inc. ~~times~~(“RLMT”) ~~their~~and ~~annual~~American ~~base~~Infrastructure ~~salary~~Corporation (“AIC”), ~~plus~~respectively. ~~potential~~As ~~participation~~the transactions each represented a strategic shift in the Company’s ~~Employee~~operations, ~~Incentive~~the ~~Stock~~results ~~Option~~of ~~Plan.~~ReElement ~~The~~and ~~payment~~AIC ofare ~~such~~presented ~~bonus~~as discontinued operations in the consolidated financial statements and~~/or~~, ~~incentive~~as ~~stock~~such, ~~options~~have ~~shall~~been beexcluded infrom ~~the~~both ~~sole~~continuing ~~discretion~~operations ofand ~~the~~segment ~~Company’s~~results ~~Board~~for ofall ~~Directors~~periods presented. The disclosures presented in~~-place~~ ~~contracts~~the wenotes ~~effective~~to ~~beginning~~the ~~January~~Consolidated 1,Financial ~~2024~~Statements ~~and~~are ~~expired~~presented ~~December~~on ~~31,~~a ~~2024~~continuing ~~with~~operations ~~one~~basis ~~year~~unless ~~automatic~~otherwise ~~extensions~~noted. ~~effective~~The ~~through~~legal ~~December~~entities ~~31,~~included ~~2024.~~in discontinued operations are as follows:

~~Outstanding~~American ~~Equity Awards~~Infrastructure:

~~The~~American ~~following~~Infrastructure ~~equity~~Corporation ~~awards~~(AIC), ~~including~~Deane Mining, ~~options~~LLC (Deane), ~~restricted~~ERC ~~stock~~Mining orIndiana ~~other~~Corp ~~equity~~(ERC), ~~incentives~~McCoy ~~from~~Elkhorn ~~the~~Coal ~~Company~~LLC to(McCoy), ~~current~~Knott ~~officers~~County ~~are~~Coal asLLC ~~follows:~~(KCC), Wyoming County Coal (WCC), Perry County Resources LLC (PCR), Advanced Carbon Materials LLC (ACM), and T.R. Mining & Equipment Ltd. (TR Mining).

~~- Chief Executive Officer~~ReElements:

·ReElement ~~November~~Technologies ~~23,~~Inc ~~2020 to purchase up to 85~~(RLMT),~~976~~ ~~shares~~ReElement ofMarion ~~our~~LLC ~~Company at $1.64 per share. Those options vest upon issuance. · February 3~~(RLM), ~~2021~~and toKentucky ~~purchase~~Lithium upLLC ~~to 25~~(KYL),~~000~~ ~~shares~~ReElement ofAfrica ~~our~~(RA) ~~Company~~and atReElement ~~$2.56~~Ghana ~~per share~~(RG). Those options vest upon issuance. · December 13, 2021 to purchase up to 450,000 shares of our Company at $1.74 per share. Those options vest over 9 years. · June 28, 2022 to purchase up to 300,000 shares of our Company at $1.52 per share. Those options vest over 5 years. July 27, 2022 to purchase up to 100,000 shares of our Company at $1.94 per share. Those options vest over 2 years. · January 1, 2023 to purchase 150,000 shares of our Company at $1.32 per share. Those options vest over 4.25 years. April 19, 2023 to purchase 350,000 shares of our Company at $1.29 per share. Those options vest over 5 years. July 18, 2023 to purchase 300,000 shares of our Company at $1.95 per share. Those options vest over 5.25 years. February 8, 2024 to purchase 50,001 shares of our Company at $1.29 per share. Those options vest over 1 years. February 8, 2024 to purchase 249,999 shares of our Company at $1.29 per share. Those options vest over 5.25 years.

-All ~~President:~~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.

·During ~~November~~October ~~23, 2020 to purchase up to 70,732 shares of our Company at $1.64 per share. Those options vest upon issuance. · February 3,~~ 2021 ~~to purchase up to 25~~,~~000~~ ~~shares~~the ~~of our~~ Company atacquired ~~$2.56~~a ~~per~~23% ~~share.~~ownership ~~Those~~interest ~~options~~in ~~vest~~FUB ~~upon~~Mineral ~~issuance.~~LLC ~~· December 13, 2021 to purchase up to 275,000 shares of our Company at $1~~(“FUB”).74 ~~per~~The ~~share. Those options vest over 7 years. · June 28, 2022 to purchase up to 175,000 shares of our~~ Company atevaluated ~~$1.52~~FUB ~~per~~under ~~share.~~the ~~Those~~VIE ~~options~~guidance ~~vest~~in ~~over~~ASC 3810 ~~years.~~and ~~July~~determined ~~27,~~that ~~2022~~FUB tois ~~purchase~~a upvariable tointerest ~~100,000~~entity; ~~shares of our Company at $1.94 per share. Those options vest over 2 years. · January 1~~however, ~~2023~~the ~~to purchase 100,000 shares of our~~ Company atis ~~$1.32~~not ~~per~~the ~~share.~~primary ~~Those~~beneficiary ~~options~~and ~~vest~~therefore ~~over~~does ~~4.25~~not ~~years.~~consolidate ~~April 19, 2023 to purchase 350,000 shares of our Company at $1~~FUB.29 ~~per~~The ~~share. Those options vest over 5 years. July 18, 2023 to purchase 175,000 shares of our~~ Company’s atinvestment ~~$1.95~~in ~~per~~FUB ~~share.~~is ~~Those~~accounted ~~options~~for ~~vest~~under ~~over~~the ~~4.75~~equity ~~years.~~method ~~February 8, 2024 to purchase 175,000 shares~~ of ~~our Company at $1~~accounting.~~29 per share. Those options vest over 4.75 years. August 29, 2024 to purchase 50,000 shares of our Company at $0.54 per share. Those options vest over 3 years.~~

-During ~~Chief~~January ~~Financial~~2021, ~~Officer:~~the Company invested $2,250,000 for a 50% ownership interest and became the managing member of American Opportunity Venture, LLC (“AOV”). The Company evaluated AOV under the variable interest entity guidance in ASC 810 and determined that AOV is a variable interest entity for which the Company is the primary beneficiary. Accordingly, AOV is consolidated in the Company’s consolidated financial statements.

·During ~~November~~March 232021, ~~2020~~the ~~to purchase up to 45,732 shares of our~~ Company atinvested $~~1.64 per share. Those options vest upon issuance. · February 3, 2021 to purchase up to~~ 25,000 for 100% ~~shares~~ownership ofand ~~our~~become ~~Company~~the atmanaging ~~$2.56~~member ~~per~~of ~~share.~~American ~~Those~~Opportunity ~~options~~Venture ~~vest upon issuance. · December 13~~II, ~~2021 to purchase up to 100,000 shares of our Company at $1~~LLC.74 ~~per share~~(AOVII). ~~Those~~As ~~options vest over 7 years. · July 27~~such, ~~2022~~the toinvestment ~~purchase~~in upAOVII tohas ~~100,000~~been ~~shares~~eliminated ofin ~~our~~the ~~Company~~accompanying atfinancial $1statements.94 ~~per~~As ~~share. Those options vest over 2 years. · January 1, 2023 to purchase 100,000 shares~~ of ~~our~~December ~~Company at $1.32 per share. Those options vest over 4.25 years. April 19~~31, ~~2023 to purchase 350~~2025,~~000~~ ~~shares~~AOVII ofhas ~~our~~had ~~Company~~no atoperational $1activity.29 ~~per share. Those options vest over 5 years.~~

-Acquisition ~~Chief Operating Officer, who was issued options under our Employee Incentive Stock Option Plan on~~ Transactions

·On ~~September~~June 1228, ~~2018 to purchase up to 136~~2024,~~830~~ ~~shares~~EMC ofentered ~~our~~into ~~Company~~a atBusiness ~~$1.00~~Combination ~~per~~with ~~share.~~AI ~~Those~~Transportation ~~options~~Acquisition ~~vest equally over the course of three years~~Corp. ·On ~~June~~November 527, ~~2019~~2024, toEMC ~~purchase~~received upnotice ~~to 75,000 shares~~ of ~~our~~termination ~~Company at $2.63 per share · June 18, 2020 to purchase up to 500,000 shares~~ of ~~our~~the ~~Company~~potential attransaction ~~$1.13~~and ~~per~~there ~~share~~are ·no ~~December~~ongoing ~~13,~~discussions ~~2021~~ to ~~purchase~~effect upa tomerger ~~200,000 shares of our Company at $1~~agreement.~~74 per share. Those options vest over 7 years.~~

44Going ~~Table of Contents~~Concern

~~Item~~As 12discussed in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, conditions existed at the time of issuance of those financial statements — including recurring operating losses and limited available liquidity that raised substantial doubt about the Company's ability to continue as a going concern within one year from the issuance date of those financial statements. ~~Security~~On ~~Ownership~~October 13 2025, the Company received equity financing totaling gross proceeds of ~~Certain~~$33.7 ~~Beneficial~~million ~~Owners~~and on October 15, 2025, the Company receive equity financing totaling $40 million, both through a private placement of common shares, which substantially improved the Company's cash position and led to management’s later assessment that the conditions that had previously raised substantial doubt had been alleviated. Management ~~and~~has ~~Related~~concluded ~~Stockholder~~that, ~~Matters~~as of the date of issuance of these consolidated financial statements, substantial doubt about the Company's ability to continue as a going concern no longer exists.

~~The~~F-9 ~~following~~Table ~~table lists, as~~ of December 31, 2024, the number of shares of our Class A Common Stock and Series A Convertible Preferred Stock that are beneficially owned by (i) each person or entity known to us to be the beneficial owner of more than 5% of our common stock; (ii) each executive officer and director of our company; and (iii) all executive officers and directors as a group. Information relating to beneficial ownership of Common Stock and our Convertible Preferred Stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days under any contract, option or warrant. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power. Unless otherwise specified, the address of each beneficial owner listed in the tables is c/o American Resources Corporation, 12115 Visionary Way, Fishers, IN 46038. Contents

Name and Address of Shareholder	Number of Shares of Common Stock Beneficially Owned (1)		Percent of Common Stock Owned
Golden Properties, Ltd. (2) (3)		9,102,246		11.67	%
White River Ventures LLC (2) (4)		5,145,396		6.59	%
Midwest General Investment Company LLC (2) (5)		4,399,501		5.63	%

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.

(1)	A person is deemed to be the beneficial owner of securities that can be acquired by such a person within 60 days upon exercise of options, warrants or convertible securities. Each beneficial owner’s percentage ownership is determined by assuming that options, warrants and convertible securities that are held by such a person (but not those held by any other person) and are exercisable within 60 days from that date have been exercised;
(2)	Based on 78,017,047 shares of Common Stock deemed to be outstanding as of December 31, 2024. This percentage has been rounded for convenience;
(3)	Golden Properties, Ltd. is the owner of several Company common stock warrants for the purchase of shares of our Common Stock, which warrants are exercisable at such company’s discretion, subject to the following limitation on amount. The warrant agreements provide that at no time may Golden Properties, Ltd. or its affiliates exercise any warrant that would result in their ownership of more than 9.99% of the issued and outstanding shares of our Common Stock on the date of exercise. Additionally, as of December 31, 2024 Alexander Lau, who is a principal of Golden Properties and a beneficial owner through Golden Properties and a beneficial owner through TAU Holdings LTD., is believed to be a holder of 199,373 Class A Common shares. Accordingly, Golden Properties, Ltd. is presently deemed the beneficial owner of 9,102,246 shares of our Common Stock pursuant to Securities and Exchange Commission Rule 13d-3, promulgated under the Securities Exchange Act of 1934.
(4)	Represents shares gifted in an exempt transaction under Rule 16b-5 by Mark Jensen for no consideration to White River Ventures LLC, which is wholly owned by a family trust of which certain members of the Jensen family are beneficiaries. Thomas Sauve serves as sole manager of this entity.
(5)	Represents shares gifted in an exempt transaction under Rule 16b-5 by Thomas Sauve for no consideration to Midwest General Investment Company LLC, which is wholly owned by a family trust of which certain members of the Sauve family. Mark Jensen serves as sole manager of this entity.

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.

45Restricted ~~Table~~cash and ofcash ~~Contents~~equivalents are held in trusts related to the Tax-Exempt Bonds, bonding collateral and are restricted as to withdrawal as required by the agreement entered into by the Company.

Name	Number of Shares of Series A Preferred Stock Beneficially Owned (4)		Percent of Series A Preferred Stock Owned (5)			Common Stock Beneficially Owned (4)		Percent of Common Stock Beneficially Owned (6)
Officers and Directors
Mark C. Jensen, (7) Chief Executive Officer, Director		-		0	%		89,981		0.13	%
Thomas M. Sauve, (8) President, Director		-		0	%		59,988		0.09	%
Kirk P. Taylor, Chief Financial Officer		-		0	%		1,624,883		2.08	%
Tarlis R. Thompson, Chief Operating Officer		-		0	%		163,170		0.00	%
All Directors and Officers as a Group (4 persons)		-		0	%		1,938,022		2.30	%
5% Holders							23,980,108		32.35	%
All Directors, Officers and 5% Holders as a Group (5 persons)		-		0	%		35,535,027		34.65	%

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

____________

	December 31,		December 31,
	2025		2024
Cash and cash equivalents	$	31,701,916	$	201,456
Restricted cash		380,770		380,770
Total cash and restricted cash presented in the consolidated statements of balance sheet	$	32,082,686	$	582,226

(4)	A person is deemed to be the beneficial owner of securities that can be acquired by such a person within 60 days from December 31, 2024, upon exercise of options, warrants or convertible securities. Each beneficial owner’s percentage ownership is determined by assuming that options, warrants and convertible securities that are held by such a person (but not those held by any other person) and are exercisable within 60 days from that date have been exercised;
(5)	Based on 0 shares of Series A Convertible Preferred Stock outstanding as of December 31, 2024;
(6)	Based on 78,213,454 Class A Common Stock outstanding as of December 31, 2024. These percentages have been rounded for convenience;
(7)	Mr. Jensen beneficially owns 89,981 shares of our Class A Common Stock through his equity ownership in Westside Advisors LLC,.
(8)	Mr. Sauve beneficially owns 59,988 shares of our Class A Common Stock through his equity ownership in T Squared Capital LLC and Westside Advisors LLC.

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.

46Property ~~Table~~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 ~~Contents~~the assets, generally ranging from three to twenty years.

~~Item~~Construction 13in 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. ~~Certain~~Construction ~~Relationships~~in progress represents capital expenditures for direct costs of construction or acquisition and ~~Related~~design ~~Transactions~~fees incurred, and ~~Director~~a ~~Independence~~proportional amount of bond income and interest 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.

~~Transactions~~Property ~~with~~and ~~Related~~equipment ~~Persons~~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 asset group. If these assets are determined to be impaired, ~~Promoters~~the ~~and~~impairment ~~Certain~~to ~~Control~~be ~~Persons~~recognized is measured by the amount by which the carrying amount exceeds the fair market value of the assets.

~~Royalty~~There ~~Management~~were Cono impairments recognized during 2025 and 2024. Costs related to maintenance and repairs which do not prolong an asset’s useful life are expensed as incurred.

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 threeF-~~month~~10 ~~lag~~Table ~~to ensure consistency and timely filling~~ of ~~the Company’s financial statements. As of December 31, 2023 and 2024 the Company held 3,076,500 shares of Class A common stock in RMCO.~~Contents

~~Novusterra,~~Revenue ~~Inc~~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. Revenue from metal recovery and sales are recognized when conditions within the contract or sales agreement are met including transfer of title.

OnIncome ~~March~~Taxes: ~~31,~~We ~~2021,~~file ~~the~~a ~~Company~~consolidated ~~entered~~federal ~~into~~income atax ~~Graphene~~return ~~Development Agreement~~ with ~~Novusterra,~~our ~~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~~subsidiaries. ~~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.~~

OnIncome ~~August~~Taxes ~~30,~~include ~~2022,~~U.S. wefederal ~~entered~~and ~~into~~state aincome ~~purchase~~taxes ~~agreement~~currently topayable ~~sell~~and ~~the~~deferred ~~exclusive~~income ~~rights~~taxes. ofDeferred ~~the~~tax ~~patent~~assets ~~patents~~and ~~included~~liabilities inare ~~the~~recognized ~~Graphene Development Agreement~~ for ~~4,000,000 common~~ ~~shares~~the offuture ~~Novusterra~~tax ~~with~~consequences aattributable ~~fair~~to ~~market~~differences ~~value~~between ofthe ~~$1,784,000 in~~financial ~~stock~~statement ofcarrying ~~Novusterra.~~amounts ~~As part~~ of ~~the~~assets ~~sale~~and ofliabilities ~~the~~and ~~exclusive~~their ~~rights~~respective totax ~~the~~basis. ~~patents,~~Deferred ~~Andrew~~tax ~~Weeraratne~~assets ~~resigned as director~~ and ~~CEO~~liabilities ofare ~~Novusterra~~measured ~~and~~using ~~Gregory Jensen,~~ the ~~Company’s~~enacted ~~general~~tax ~~counsel,~~rates ~~joined~~expected ~~Novusterra~~to asapply ~~CEO~~to ~~and~~taxable ~~Director~~income ~~and~~in ~~Mark~~the ~~Jensen~~years ~~resigned~~in aswhich ~~Chairman~~those oftemporary ~~the~~differences ~~Board~~are ofexpected ~~Directors. Pursuant~~ to ~~the~~be ~~purchase~~recovered ~~agreement,~~or ~~Novusterra~~settled. isThe noeffect ~~longer~~on ~~obligated~~deferred totax ~~pay~~assets ~~the~~and ~~Company~~liabilities ~~fifty~~of ~~percent~~a ~~(50%)~~change ofin ~~the~~tax ~~operating~~rates ~~profits~~is ~~from~~recognized ~~their~~in ~~Graphene~~the ~~manufacturing~~period ~~and~~of ~~marketing business~~enactment. ~~However,~~Deferred ~~Novusterra~~income istax ~~still~~expense ~~obligated~~represents ~~to pay~~ the ~~Company~~change ~~ten~~during ~~percent~~the ~~(10%)~~year ofin ~~all revenue from~~ the ~~exclusive~~deferred ~~sublicense~~tax ~~with~~assets ~~Kenai Defense Company, LLC~~ and ~~for~~liabilities. ~~the~~Deferred ~~Department~~tax ofassets ~~Defense~~are ~~under~~reduced ~~the~~by ~~contract~~a ~~that~~valuation ~~was~~allowance ~~transferred~~when, ~~from~~in the ~~Company~~opinion toof ~~Novusterra.~~management, ~~Any~~it ~~subsequent~~is ~~contracts~~more ~~entered~~likely ~~into~~than bynot ~~Novusterra~~that ~~with~~some ~~Kenai~~portion ~~Defense~~or ~~Company,~~all ~~LLC and for~~ the ~~Department~~deferred oftax ~~Defense~~assets will ~~have~~not nobe ~~future revenue allocations to the Company~~realized.

ItManagement ~~has~~believes ~~been~~that ~~determined~~the ~~that~~Company's ~~Novusterra~~income istax afiling ~~variable~~positions ~~interest~~will ~~entity~~be ~~and~~sustained ~~that~~on audit or any potential audit adjustments would be offset by the utilization of the Company’s isunrecognized ~~not~~net ~~the~~operating ~~primary~~loss ~~beneficiary~~carryforwards. Therefore, Asno ~~such,~~reserve ~~the~~for ~~investment~~uncertain inincome ~~Novusterra~~tax positions has been ~~accounted~~recorded. The Company's policy for ~~using~~recording ~~the~~interest ~~equity~~and ~~method~~penalties, if any, associated with income tax examinations will be to record such items as a component of ~~accounting~~income taxes.

~~Effective~~Fair ~~March~~Value: 6,The ~~2024,~~Company follows the ~~Company~~provisions ~~issued~~of aFinancial ~~special~~Accounting ~~dividend~~Standards toBoard ~~all~~(the ~~stockholders~~“FASB”) onAccounting ~~record~~Standards ofCodification ~~91%~~(“ASC”) ofTopic ~~the~~820-10, ~~Company’s~~Fair ~~ownership~~Value inMeasurements ~~Novusterra~~and Disclosures (“ASC 820-10”), ~~Inc.~~which ~~resulting~~defines infair ~~the~~value, ~~Company~~establishes toa ~~receive~~framework 9%for ofmeasuring ~~future~~fair ~~cash~~value ~~flows~~in GAAP and ~~holding~~requires ~~1,417,500~~certain ~~common~~disclosures ~~shares~~about offair ~~Novusterra,~~value ~~Inc~~measurements. ~~Due~~Fair tovalue is defined as an exit price, representing the ~~Company~~amount ~~new~~that ~~ownership~~would be received to sell an asset or paid to transfer a liability in ~~Novusterra,~~an ~~Inc~~orderly transaction between market participants. ~~the~~As ~~investment~~such, fair value is ~~accounted~~a ~~for~~market-based ~~using~~measurement ~~the~~that ~~cost~~should ~~method~~be ofdetermined ~~accounting~~based on assumptions that market participants would use in pricing an asset or liability.

AsThe carrying amounts of ~~December~~the 31Company’s cash equivalents, ~~2024~~accounts ~~and~~receivable, ~~2023~~accounts payable, ~~the~~and ~~carrying~~accrued ~~value~~expenses ofapproximate ~~the~~their ~~investment~~fair ~~was~~value $0as of December 31, 2025 and ~~$1,598,480,~~2024 ~~respectively~~due to their short-term nature.

~~FUB~~Leases: The ~~Mineral~~Company’s ~~LLC~~leases consist of operating and finance leases. Lease right‑of‑use assets and lease liabilities represent the present value of future minimum lease payments over the lease term and are recognized as of the lease commencement date. The Company has elected not to recognize right‑of‑use assets and lease liabilities for leases with an initial lease term of twelve months or less unless the lease contains a purchase option that is reasonably certain to be exercised.

OnLease ~~October 1~~term, ~~2021~~discount rate, ~~the~~variable ~~Company~~lease ~~contributed~~costs ~~$250,000 for~~and ~~23%~~future ~~ownership~~minimum oflease ~~FUB~~payment ~~Mineral~~determinations ~~LLC~~require ~~(FUB). Simultaneously~~ the ~~Company~~use ~~issued~~of ajudgment ~~promissory~~and ~~note~~are ~~FUB~~based ~~for~~on ~~$350,000,~~the ~~this~~facts ~~note~~and ~~was~~circumstances ~~fully~~related ~~repaid~~to aseach oflease. ~~April~~Lease ~~15,~~terms ~~2022.~~generally Oninclude ~~February~~the 2,initial ~~2022,~~non‑cancelable ~~the~~period ~~Company~~and ~~issued~~renewal aoptions ~~new~~that

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