UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

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

☐

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

For the transition period from _________to_________

Commission File No. 000-53832

RANGE IMPACT, INC.

(Exact name of registrant as specified in charter)

Nevada

75-3268988 

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

200 Park Avenue, Suite 400
Cleveland, Ohio 44122		(216) 304-6556
(Address of principal executive office, including zip code)		(Registrant’s telephone number, including area code)

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

Title of each class:		Trading Symbol		Name of each exchange on which registered:
Common Stock		RNGE		OTCQB

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Act). See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☒

Emerging growth company ☐

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

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). ☐

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

As of June 30, ~~2024~~2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the common stock held by non-affiliates of the registrant was approximately $1910,~~824~~896,~~116~~420, based on the closing price of $0.3719 for the registrant’s common stock as quoted on the OTC Markets on that date. For purposes of this calculation, it has been assumed that shares of common stock held by each director, each officer and each person who owns 10% or more of the registrant’s outstanding common stock are held by affiliates. The treatment of these persons as affiliates for purposes of this calculation is not conclusive as to whether such persons are, in fact, affiliates of the registrant.

As of March 2830, ~~2025~~2026, there were ~~108~~113,~~616~~316,078 shares of the registrant’s common stock, $0.001 par value per share, outstanding.

TABLE OF CONTENTS

	Page
PART I
Item 1. Business	4
Item 1A. Risk Factors	106
Item 1B. Unresolved Staff Comments	2319
Item 1C. Cybersecurity	2319
Item 2. Properties	2319
Item 3. Legal Proceedings	2319
Item 4. Mine Safety Disclosures	2319
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2420
Item 6. Selected Financial Data	2521
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2521
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	2926
Item 8. Financial Statements and Supplementary Data	2926
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	2926
Item 9A. Controls and Procedures	3027
Item 9B. Other Information	3027
PART III
Item 10. Directors, Executive Officers and Corporate Governance	3128
Item 11. Executive Compensation	3532
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3734
Item 13. Certain Relationships and Related Transactions, and Director Independence	3835
Item 14. Principal Accounting Fees and Services	3836
PART IV
Item 15. Exhibits, Financial Statement Schedules	4037
Item 16. Form 10-K Summary	4037

This Annual Report on Form 10-K includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations concerning matters that are not historical facts, and are generally identified by words such as “believe”, “expect”, “anticipate”, “estimate”, “intend”, “strategy”, “may”, “will likely” and similar words or phrases. A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and our actual results could differ materially and adversely from those expressed in any forward-looking statement. The forward-looking statements contained in this Annual Report are all based on currently available market, operating, financial and competitive information and assumptions and are subject to various risks and uncertainties that are difficult to predict, any of which could cause actual results to differ materially from those expressed in such forward-looking statements. These risks and uncertainties may include, without limitation, risks related to general economic and business conditions; our ability to continue as a going concern; our ability to obtain financing necessary to operate our business; our limited operating history; our ability to recruit and retain qualified personnel; our ability to manage any future growth; our ability to research and successfully develop our planned products; our ability to successfully complete potential acquisitions and collaborative arrangements; and other factors including those set forth below under the caption “Risk Factors” in Part I, Item 1A and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7, and elsewhere in this Annual Report, as well as in the other reports we file with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they were made, and, except as required by law, we undertake no obligation to revise or update any forward-looking statement for any reason.

Unless the context requires otherwise, “Range,”, the “Company,”, “RNGE,”, “we,” , “us,” and “our,” refer to Range Impact, Inc. and its subsidiaries.

PART I

Item 1. Business

Our Company History

WeRange ~~are a Nevada corporation~~Impact, ~~initially formed in June 2007 under the name “Legend Mining~~ Inc.” ~~for~~ (the ~~purpose of engaging in mineral property exploration. The~~ “Company”, however, was unable to keep its sole mineral claim in good standing due to insufficient funding, and its interest in that property terminated. Whereupon, in October 2011, the Company completed a merger with its wholly-owned subsidiary, Stevia First Corp., whereby the Company changed its name from “~~Legend Mining Inc.~~we” ~~to “Stevia First Corp.” and began focusing its business on the cultivation and harvest of stevia leaf and development of stevia products. As an outgrowth of its stevia leaf research~~, the Company commenced researching the development of cannabinoid pharmaceutical candidates known as cannabosides principally for the treatment of serious neurological and inflammatory disorders, a research activity we continued until the sale of our Graphium subsidiary. See Note 2 for more details. In July 2016, our Board of Directors and shareholders approved a corporate name change from “~~Stevia First Corp.~~us” toor “Vitality Biopharma, Inc.” and in October 2021, as part of a rebranding effort, we completed a merger with a newly-formed wholly-owned subsidiary, Malachite Innovations, Inc., pursuant to which we changed our ~~corporate name from “Vitality Biopharma, Inc.~~” ~~to “Malachite Innovations~~), ~~Inc.”~~was ~~and~~incorporated ~~expanded our business to include impact investing with a particular focus on acquiring, reclaiming and repurposing mine sites and other undervalued land~~ in ~~economically disadvantaged communities throughout Appalachia. This business is~~ the ~~sole~~State ~~source~~ of ~~our~~Nevada on ~~revenues.~~June ~~In December 2023~~29, ~~the Company completed a statutory merger under Delaware law into Range Impact, Inc~~2007., a newly-formed wholly-owned subsidiary, and adopted the corporate name of “Range Impact Inc.” to create consist branding throughout the entire Company as a result of the two acquisitions described in the following paragraph.

InSince ~~May 2022~~inception, wethe ~~acquired~~Company ~~Range~~has ~~Environmental~~undergone ~~Resources,~~several strategic transformations conducting prior operations under the names Legend Mining Inc., aStevia ~~West~~First ~~Virginia~~Corp., ~~corporation~~Vitality ~~(“Range~~Biopharma, ~~Environmental”)~~Inc., and ~~Range Natural~~Malachite ~~Resources~~Innovations, Inc., aIn ~~West~~December ~~Virginia~~2023, ~~corporation~~the ~~(“Range~~Company ~~Natural”~~adopted its current name and ~~together~~reorganized ~~with~~into six operating segments: Range ~~Environmental~~Reclaim, ~~the~~Range “Water, Range ~~Reclamation~~ ~~Entities”).~~Security, ~~The~~Range Land, Range ~~Reclamation~~Minerals, and ~~Entities~~Graphium ~~provide~~Biosciences. ~~land~~The ~~reclamation~~Company ~~and~~expanded ~~water~~its ~~restoration~~environmental services tooperations ~~mining~~through ~~and~~the ~~non-mining customers~~acquisitions ~~throughout~~of ~~the~~Range ~~Appalachian~~Environmental Resources, ~~region~~Inc. ~~with~~(“Range ~~the~~Environmental”) ~~goal~~and ofRange ~~returning~~Natural ~~land~~Resources, toInc. ~~pre-mining~~in ~~conditions~~May or2022, ~~repurposing~~and ~~the~~Collins ~~land~~Building ~~for natural,~~& ~~commercial~~Contracting, ~~agricultural~~Inc. or(“Collins ~~recreational~~Building”) ~~use~~in August 2023. The ~~Range~~Company ~~Reclamation~~subsequently ~~Entities’~~sold ~~water~~substantially ~~restoration~~all ~~services~~of ~~seek to improve~~ the ~~water~~assets of ~~quality~~Collins Building in ~~rivers~~August 2024, ~~streams~~followed ~~and~~by ~~discharges~~a ~~through~~complete ~~novel~~divestment ~~and~~in ~~innovative~~December ~~treatment~~2025, ~~applications~~and todivested ~~help~~Graphium ~~customers~~Biosciences, ~~meet~~Inc. ~~their various regulatory~~in ~~standards~~September ~~and~~2024, ~~requirements.~~as ~~Range~~described ~~Natural~~in ismore nodetail ~~longer~~in anNote ~~active~~3 ~~operating~~to ~~business,~~the ~~but~~Consolidated ~~had~~Financial ~~previously~~Statements ~~engaged~~included ~~subcontractors~~elsewhere toin ~~mine and~~this ~~transport~~Annual ~~coal~~Report on ~~behalf~~Form ~~of third~~10-~~party~~K. ~~customers~~Since ~~incidental~~March to2025, the ~~reclamation~~Company ~~and~~conducts ~~repurposing~~its ofbusiness ~~mine~~under ~~sites~~two operating segments: Range Land and Range Services.

In August 2023, the Company acquired Collins Building & Contracting, Inc., a West Virginia corporation (“Collins Building”), an environmental services business primarily focusing on the reclamation of abandoned mine land sites in West Virginia.

In August 2024, the Company sold substantially all of the assets of Collins Building to its previous owner in exchange for the cancellation of all remaining debt owed to him.

In September 2024, the Company sold all of its drug development assets to a newly-formed entity owned by our former Chief Science Officer and former Chief Financial Officer. The Company is no longer in the cannabinoid drug development business.

Our Business

We are a public company dedicated to improving the health and wellness of people and the planet through a novel and innovative approach to impact investing. We own and operate several complementary operating businesses focused on developing long-term solutions to environmental, social, and health challenges, ~~with~~by ~~a particular focus on~~ acquiring, reclaiming and repurposing mine sites and other undervalued land in economically disadvantaged communities throughout Appalachia. We take an opportunistic approach to impact investing by ~~leveraging our competitive advantages and looking at solving old problems in new ways. We seek to~~ thoughtfully ~~allocate~~allocating our capital ~~into~~to strategic opportunities that are expected to make a positive impact on the people-planet ecosystem and generate strong investment returns for our shareholders. By actively directing investment capital in a manner intended to create positive environmental, social and economic outcomes, we believe that our impact investing strategy can contribute to an improved people-planet ecosystem and a healthier and happier way of life.

~~Impact~~We ~~Investing~~have ~~Strategy~~a particular interest in providing environmental and social solutions in economically-disadvantaged regions of the United States. Initially, the Company is targeting the Appalachian region, which is home to communities with some of the most disadvantaged income, education and employment demographics in the United States. Our strategy is to acquire large mine sites burdened by substantial legacy reclamation obligations and use our team and resources to perform the requisite reclamation activities and obtain full bond release, thereby unlocking the underlying value of the land and creating a critical catalyst for sustainable, long-term economic development in the disadvantaged coal communities of Appalachia.

~~Our~~We had previously focused primarily ~~impact~~on ~~investing~~generating ~~strategy~~revenue ~~aims~~by toproviding ~~improve~~reclamation ~~the~~and ~~health~~incidental mining and ~~wellness~~security ofservices ~~people~~to ~~and~~third ~~the~~party ~~planet~~mining companies, ~~while~~permit ~~also~~holders and ~~generating~~private ~~long-term~~owners ~~sustainable financial~~with ~~returns~~abandoned ~~for~~mine ~~our~~land ~~shareholders~~property. WeHowever, ~~believe~~beginning ~~that~~in ~~doing~~early ~~well~~2025, ~~and~~our ~~doing~~strategy ~~good~~evolved ~~are~~from ~~not~~a ~~mutually~~service-based ~~exclusive,~~business model ~~and~~to ~~that~~a anland ~~impact~~ownership ~~investing strategy~~business ~~can~~model ~~balance~~designed to unlock the ~~environmental,~~underlying ~~social~~value of land we own through our own reclamation activities, and ~~economic~~then ~~needs~~creating multiple streams of ~~people~~long-term ~~and~~recurring ~~the~~revenue ~~planet~~with ~~while~~a ~~also~~diverse ~~generating~~group ~~attractive~~of ~~risk~~third-~~adjusted financial~~party ~~returns~~lessees ~~for~~focused ~~shareholders~~on next-generation uses.

~~Our~~Recent ~~impact~~significant ~~investing~~land ~~strategy provides an opportunity for our dedicated team to address pressing environmental, social~~ and ~~economic~~asset ~~challenges, such~~acquisitions as air and water pollution, educational inequality and economic disparity, and climate change, through the development of technology-based solutions. By actively directing investment capital towards businesses that are working to create positive environmental, social and economic outcomes, we believe that our impact investing strategy can contribute to an improved people-planet ecosystem and a healthier and happier way of life.include:

	●	Fola Mine Acquisition (March 2025): The Company acquired 120,154 acres of fee, surface, and mineral interests at the Fola Mine Complex in Clay and Nicholas Counties, West Virginia (the “Fola Acquisition”). The acquisition included the purchase of 15 mining permits and the assumption of management and reclamation responsibilities for 21 additional mining permits that remained with the current permittee, WV Reclaim Co. LLC, with an estimated total asset retirement obligation of $36.6 million. The Company also assumed two coal royalty contracts, and a 25-year lease for a large-scale solar project. The Fola Acquisition is described in more detail in Note 4 to the Consolidated Financial Statements included elsewhere in this Annual Report.

	●	Ramp Run Mine Transaction (May 2025): The Company entered into a Transaction Advisory Agreement (“Advisory Agreement”) with AppleAtcha Land, LLC (“AppleAtcha”) and WV Reclaim Co, LLC (“Reclaim”), pursuant to which AppleAtcha and Reclaim agreed to pay the Company $750,000 and $25,000, respectively (collectively, the “Advisory Fee”) in connection with the Company’s assistance with the sale to a third-party purchaser of (i) approximately 424.80 acres of surface interests and 3,773.60 acres of mineral interests and (ii) three (3) related mining permits ((i) and (ii) collectively referred to herein as the “Ramp Run Mine”).

	●	Winoc Acquisition (June 2025): The Company acquired two mining permits for which the Company had previously assumed management and reclamation responsibilities through the Fola Acquisition and assumed an associated coal lease at the Fola Mine (the “Winoc Acquisition”).

	●	Premier-Cambrian Acquisition (December 2025): The Company acquired 15,704 acres of surface land and 42,500 acres of mineral interests associated with the Premier Elkhorn Mine Complex and Cambrian Coal Mine Complex in Pike, Letcher and Floyd Counties, Kentucky (the “Premier-Cambrian Acquisition”). The acquisition included the assumption of management and reclamation responsibilities for 43 mining permits that remained with the current permittee, Reckoning Reclamation LLC, with an estimated total asset retirement obligation of $43.1 million. The Premier-Cambrian Acquisition is described in more detail in Note 5 to the Consolidated Financial Statements included elsewhere in this Annual Report.

WeOur ~~have~~corporate aheadquarters ~~particular~~is ~~interest~~located in ~~providing~~Cleveland, ~~environmental~~Ohio, ~~and~~with ~~social~~additional ~~solutions~~office locations in ~~economically-disadvantaged~~Fola, ~~regions~~West ofVirginia ~~the~~and ~~United~~Myra, ~~States~~Kentucky. ~~Initially~~As of March 30, ~~the~~2026, ~~Company~~we isemployed ~~targeting~~10 ~~the~~full-time ~~Appalachian~~employees. ~~region~~In addition, ~~which~~we ishave, ~~home~~from time to ~~communities~~time, ~~with~~engaged ~~some~~various contractors, ofconsultants ~~the~~and ~~most~~professional ~~disadvantaged~~service ~~income, education~~firms to provide us with flexible and ~~employment~~experienced ~~demographics~~resources into ~~the~~advance ~~United~~our corporate ~~States.~~objectives ~~Our~~while ~~ambitious~~maintaining ~~strategy~~a iscost-effective tooverhead ~~allocate~~structure. ~~investment~~We ~~capital~~strive ~~and~~to ~~build~~instill ~~operating businesses~~a ~~that~~corporate ~~provide~~culture ~~positive~~of ~~environmental~~honesty, integrity and ~~social~~respect ~~impact~~while inadvancing ~~the~~our ~~disadvantaged~~mission ~~coal~~of ~~communities~~doing ofwell ~~Appalachia~~by doing good.

Our ~~corporate~~two ~~headquarters~~operating isbusiness ~~located~~segments inare ~~Cleveland,~~Range ~~Ohio,~~Land ~~with an additional office location in Fola, West Virginia. As of March 28, 2025, we employed 18 full-time employees. In addition, we have, from time to time, engaged various consultants~~ and ~~professional~~Range ~~service firms to provide us with flexible and experienced resources to advance our corporate objectives in order to maintain a cost-effective overhead structure~~Services. ~~We strive to instill a corporate culture of honesty, integrity and respect while advancing our mission of doing well by doing good.~~

We have the following five operating business segments: (i) Range Reclaim; (ii) Range Minerals; (iii) Range Water; (iv) Range Security; and (v) Range Land.

Range Reclaim

In May 2022, the Company acquired Range Environmental Resources, Inc., a West Virginia corporation (“Range Environmental”). Range Environmental provides land reclamation, water restoration and environmental consulting services to mining and non-mining customers throughout the Appalachian region with the goal of returning land to pre-mining conditions or repurposing the land for natural, commercial, agricultural or recreational use. Range Environmental also provides environmental consulting services to customers, typically in connection with land reclamation and water restoration projects, and, as an additional value-add service, sells water treatment chemicals manufactured by third parties to its customers.

According to the U.S. Energy Information Administration (“EIA”), the United States had 551 coal mines in 2020, comprised of 370 active mines, 141 idled or closed mines, and 40 new or activated mines. Approximately 82% of those coal mines were located in Appalachia (which comprises the Appalachian Mountains and is commonly known as the cultural region in the Eastern United States stretching from the southern part of New York to the northern parts of Alabama and Georgia). According to the EIA, there were approximately three times as many coal mines in the United States in 2008 (compared to 2020) with approximately 89% located in Appalachia. The precipitous decline in the number of operating coal mines since 2008 is due to various supply, demand and regulatory factors, including a reduction in demand for coal as a source of electricity due to the increased use of natural gas and renewable energy, an increase in coal production costs due to inflation and the dearth of cost-effective locations remaining for mining, and a more stringent and costly regulatory environment, all of which have resulted in an increasingly difficult market for coal producers.

In 2000, coal was responsible for 1,966 billion kWh of electricity generation, representing 52% of the total electricity generation in the United States. In 2022, coal was responsible for only 828 billion kWh of electricity generation, representing 20% of the total electricity generation in the United States, a decline of approximately 58%. According to the EIA, 23% of the 200,568 megawatts of coal-fired capacity currently operating in the United States is scheduled to retire by the end of 2029 due to the high cost of operations, competition from natural gas and renewable energy resources, and sustainable initiatives of energy producers.

However, the reclamation of closed and inactive mine sites has not kept pace with the increase in the number of closed and idled mine sites, thus creating a substantial backlog of reclamation work that needs to be completed on former mine sites. According to the U.S. Office of Surfacing Mining Reclamation and Enforcement (“OSMRE”), there are approximately 50,000 high-priority abandoned mine land locations in the United States resulting from legacy coal mining operations that failed to adequately reclaim the land and waterways back to their natural state as required by federal regulations. Additionally, there are tens of thousands of active mine sites in the United States that require contemporaneous reclamation of land and waterways during the active mining process, and an estimated equally large number of idled mine locations that also require significant land reclamation and water restoration.

Under the Surface Mining Control and Reclamation Act of 1977 (“SMRCA”), OSMRE was established for two basic purposes: (i) to ensure coal mines in the United States operate in a manner that protects citizens and the environment during mining operations and to restore the land to beneficial use following mining, and (ii) to implement an Abandoned Mine Land (“AML”) reclamation program to address the hazards and environmental degradation resulting from two centuries of coal mining activities that occurred before SMRCA was passed in 1977. The AML reclamation program is funded through fees levied against coal producers based on tons of coal produced. As of September 2020, the AML reclamation fund had collected a total of $11.7 billion in coal mining fees over the life of the program, with $9.5 billion (81%) appropriated and distributed in accordance with SMCRA, and $2.2 billion (19%) unappropriated and available for future disbursement. In November 2021, the Infrastructure Investment and Jobs Act was enacted, which, among other things, authorized $11.3 billion in new funding to be appropriated for deposit into the AML reclamation fund. The AML reclamation fund is only available to help fund the reclamation of mines abandoned before SMCRA was enacted in 1977, and therefore, all mines abandoned after the year 1977 cannot access funding from the AML reclamation fund and must obtain funding from other sources.

While much of the funding for this reclamation work comes from the federal government, each state in Appalachia has a Department of Environmental Protection (“DEP”) or an equivalent agency that oversees coal mining permitting, operations, and reclamation. Under DEP rules and regulations, coal mining companies are required to develop a mining and reclamation plan that is approved by the applicable state agency, obtain a mining permit from the state, and secure a reclamation surety bond from a qualified third-party insurance company or provide a comparable financial guarantee. The reclamation surety bond provides the state with financial assurances that land reclamation and waterway restoration will be performed in accordance with the reclamation plan once mining is complete if the coal mining company, as primary obligor, fails to perform. Therefore, there are at least three groups who may need land reclamation, water restoration and environmental consulting services: (i) mining companies when permits are active and reclamation bonds are not in default, (ii) surety bond insurers when reclamation bonds are in default, and (iii) states through their AML reclamation funds for mine lands abandoned before 1977 and for mine lands with defaulted coal mining companies and forfeited surety bonds on or after 1977.

Range Environmental currently provides reclamation and water treatment services to one customer at one large mining complex located in Fola, West Virginia (the “Fola Mine”). Range Environmental employs 8 full-time workers and owns over 30 pieces of equipment, trucks and accessories that are used in its business operations. Occasionally, Range Environmental will also rent or lease specific pieces of equipment for certain tasks. Range Environmental operates in a highly-competitive market environment with high price sensitivity of customers and inflationary pressures on labor, material and supply costs, therefore operating efficiency and asset utilization are key drivers of profitability and performance. Range Environmental uses minimal raw materials in connection with its reclamation services at the Fola Mine, other than grass seed, trees, water treatment solutions and other related reclamation and water treatment supplies, which are reimbursed by its customer. Range Environmental does not own any intellectual property and does not require any government approvals to provide reclamation services at the Fola Mine, other than standard business licenses and safety training for workers.

In August 2023, the Company acquired Collins Building & Contracting, Inc. (“Collins Building”), a West Virginia-based environmental services business focused on performing reclamation services on AML sites throughout West Virginia. After the acquisition, the Company used Range Environmental employees to perform reclamation services on AML sites using Range Environmental equipment and Collins Building equipment. The Company subsequently determined that AML reclamation work was more administratively and operationally challenging than anticipated, and that the Company was devoting a disproportionate amount of time, capital and human resources allocated to these AML projects, particularly when compared to alternative opportunities in the marketplace. In August 2024, the Company sold substantially all of the assets of Collins Building back to its previous owner in exchange for the discharge of the outstanding indebtedness then owed by the Company in connection with the August 2023 acquisition. The Company completed its final AML jobs in early November 2024, and subcontracted its remaining three active AML jobs to the previous owner of Collins Building as part of the August 2024 transaction. As of the date of this filing, the Company is no longer engaged in the AML reclamation business but continues with other reclamation activities.

Range Minerals

In May 2022, the Company acquired Range Natural Resources, Inc., a West Virginia corporation (“Range Natural”). Range Natural provided mining and reclamation services using six of its own employees and two third-party mining subcontractors for its one customer at the Fola Mine until December 2023. Range Natural operates in a highly-competitive market environment with high price sensitivity of customers and inflationary pressures on labor, material and supply costs, therefore operating efficiency and asset utilization are key drivers of profitability and performance. Range Natural uses minimal raw materials in connection with its mining and reclamation services at the Fola Mine, other than grass seed and other related reclamation supplies, which are reimbursed by its customer. Range Natural does not own any intellectual property and does not require any government approvals to provide mining and reclamation services at the Fola Mine, other than standard business licenses, mining operator permits, and safety training for workers. Range Natural billed its sole customer using a “rates and hours” method for its own employees and a “cost plus margin” method for its subcontractors. Range Natural employees used Range Natural equipment and Range Natural subcontractors used their own equipment in performing the mining and reclamation services. In December 2023, all of the Range Natural employees were terminated and the mining equipment subsequently sold since Range Natural was no longer directly providing mining and reclamation services at the Fola Mine. Beginning in January 2024, Range Natural had no employees, equipment or operations, other than contracts with third-party subcontractors.

In January 2024, the Company separated Range Natural’s results from the “Range Reclaim” reporting segment and included Range Natural’s results in a separate “Range Minerals” reporting segment. The Company believes reporting the results of Range Minerals separately from Range Reclaim will provide better insight and transparency into the overall operational performance of both operating business segments.

From January 2024 to May 2024, Range Natural engaged two subcontractors to perform mining and reclamation services for its one customer at the Fola Mine. Range Natural was responsible for paying both subcontractors on a bi-monthly basis and then charged its customer using a “cost plus margin” method.

On May 2024, Range Natural engaged a primary contractor to fund the bi-monthly payments due to the same two subcontractors performing mining and reclamation services for its one customer at the Fola Mine. As of June 30, 2024, the primary contractor failed to perform and therefore the contract was terminated.

On June 30, 2024, as part of the contract termination, Range Natural agreed to assume the liability due to the subcontractors in exchange for the ownership of the coal that had been mined by the subcontractor, and all contractual relationships with third-party contractors and subcontractors were terminated. In August 2024, Range Natural sold all of the coal that it had acquired as part of the contract termination and subsequently paid in full all amounts due to the subcontractors. Range Natural currently has no, and has no future plans to have any, employees, equipment, contractual relationships, or operations, and therefore intends to discontinue the Range Minerals operating business segment beginning in 2025.

Range Water

Terra Preta, LLC, an Ohio limited liability company (“Terra Preta”), is a biochar product development and environmental solutions business started by the Company in December 2022. Terra Preta is developing a novel and innovative combination of biochar, proprietary materials and structural designs intended to create several first-of-its-kind agricultural and water filtration products and solutions. Terra Preta’s research and development efforts have been put on hold until the Company has raised additional capital to fund the advancement of its biochar-based agricultural and water filtration products.

Biochar is a solid, lightweight carbon-rich material produced by the thermal decomposition of organic material (such as cellulosic feedstock, including wood and plants) using a chemical-conversion process known as pyrolysis. Carbonization pyrolysis is a chemical degradation process that heats organic materials to produce carbon-rich biochar, liquid bio-oils, and syngas products. Since organic material is thermally decomposed without oxygen during the pyrolysis process, combustion does not occur, so the process allows for the permanent capture of carbon in the biochar end-product and eliminates the release of climate-damaging carbon dioxide into the atmosphere. The specific yield of biochar during the carbonization pyrolysis process depends on several variables such as temperature, heating time and heating rate. Lower temperatures, longer heating times and lower heating rates typically yield more biochar and less bio-oil and syngas.

Terra Preta has been launched to build a full-cycle, carbon-negative business that reduces greenhouse gases from the atmosphere, passively filters contaminated water without the use of harsh chemicals, and provides a fortified, nutrient-rich soil amendment to improve the growth of agricultural products. Terra Preta would seek to lease or acquire former mine lands for the planting, growth and harvesting of crops to serve as the primary feedstock for our biochar production operations. The newly planted crops would then act as a “carbon sink”, drawing substantial amounts of carbon dioxide from the atmosphere into the plants through the photosynthesis process. When the plants are harvested, biochar is produced through the carbonization pyrolysis process and the captured carbon dioxide is permanently preserved as carbon in the biochar product for use in water treatment and agricultural end uses.

Pursuant to rules adopted under the Clean Water Act of 1972 (“Clean Water Act”), the U.S. Environmental Protection Agency (“EPA”) has implemented various pollution control programs such as wastewater standards for industry and recommendations for pollutants in surface waters. The Clean Water Act prohibits any party from discharging pollutants into a water of the United States unless they have a permit issued under the National Pollutant Discharge Elimination System (“NPDES”), which contains limits on what a party can discharge and establishes monitoring and reporting requirements. On mining sites, coal operators are required to sample and test their water discharges on a regular basis to ensure compliance with the Clean Water Act and applicable NPDES permits. Currently, most mining operators treat non-compliant water with temporary holding ponds and expensive chemicals such as pH adjusters, coagulants and flocculants that require constant reapplication to ensure compliance. Terra Preta will focus on developing a proprietary, biochar-based passive treatment system that treats non-compliant mine site discharges to ensure compliance with the Clean Water Act and NPDES permits without the need for holding ponds or expensive chemicals.

Sustainable agriculture plays a critical role in the stability, growth, and diversification of our future food supply chain and the growth of plants intended to serve as a carbon sink to reduce greenhouse gases. High-quality soil, a key condition for sustainable agriculture, requires organic matter, microorganisms, nutrients, and optimal compaction. Subsoils with a sufficient number of air-filled pores have little restriction to drainage and aeration, and typically are able to decompose and cycle organic matter and nutrients more efficiently. Alternatively, soil with poor aeration leads to the build-up of carbon dioxide, reduces the ability of plants to absorb water and nutrients, and leads to increased plant stress and root disease. To help address the ill effects of soil compaction, Terra Preta plans to develop a proprietary, fortified biochar soil amendment that provides unique soil structuring characteristics that will allow plants to grow strong roots that optimize the absorption of water and nutrients, thereby reducing root stress and disease.

In December 2022, Terra Preta filed trademarks for biochar goods and services related to agricultural and water treatment applications. In March 2023, Terra Preta filed provisional patents related to novel and innovative agricultural and water treatment solutions and designs. Additionally, in March 2023, Terra Preta purchased two pyrolysis ovens that each produce one ton of biochar per day to advance our research and development activities. In July 2024, the biochar ovens owned by Terra Preta were scrapped by the Company since they were no longer being used for small batch biochar production. There were no insurance proceeds received for these losses. We are currently evaluating the purchase of a large continuous-process pyrolysis oven to increase the scale of our biochar production to commercial levels once adequate funding is secured to advance this initiative.

Range Security

Range Security Resources, LLC, an Ohio limited liability company (“Range Security”), is an environmental security services business started by the Company in November 2022. Range Security is focused on providing eco-friendly, technology-driven security services to active and former mine sites, with a particular focus on locations transitioning from coal mining to next generation industries and uses. Range Security is intended to serve as a complementary business to the Range Reclaim and Range Minerals entities.

Mine sites in the Appalachian region frequently comprise thousands of acres of natural habitat with valuable infrastructure and operating assets disbursed across large tracts of land. However, many of these mine sites lack adequate broadband access or cellular service, and therefore traditional technology-based security solutions are not available. Also, due to the large land areas and often challenging access roads and mountainous terrain, consistent visual confirmation of the safety and security of high value assets is often difficult, and significant amounts of carbon dioxide are emitted from heavy-duty trucks used to perform frequent visual security checks. Furthermore, due to the remoteness and lack of technological options, most security services in the market fail to provide an independent verification of the security status of a mine site and confirmation of visual security checks, resulting in a customer’s uncertainty regarding the actual security services being provided.

Valuable assets commonly found on mine sites requiring high-levels of security services include office buildings, coal operation facilities such as preparation plants and loadout facilities, power stations and electrical lines, vehicles and heavy equipment, supplies and chemicals, and spare parts and components. These high-value assets are frequently the target of theft since all or parts of these assets can be easily removed from the mine site and sold for cash. Unfortunately, the actual damage to the operation resulting from this type of destructive theft is frequently many times the market value of the stolen item, primarily due to the losses resulting from the down-time of operations, the cost of repairs and replacement components, and the long-term damage to critical infrastructure that could be repurposed and used to attract next generation industries once mining is complete.

In March 2023, Range Security was engaged by its first customer for environmental security services covering a 13,000-acre coal mine site in West Virginia. Range Security currently employs 8 security professionals, and is focusing its recruitment efforts on military veterans, former and current police officers, and other professionals with security experience. Range Security has purchased two fuel-efficient utility task vehicles for ground surveillance and a thermal-imaging drone for aerial surveillance, all of which use significantly less fuel and electricity to operate than traditional security vehicles and provide a much broader coverage range with a substantially lower carbon footprint. Range Security is also in the process of establishing satellite-based wireless service to support video surveillance and enable a mobile technology solution used by our security professionals to provide real-time evidence of visual security checks. Range Security plans to expand its security service business onto additional mine sites, with a particular focus on locations with valuable infrastructure being repurposed into non-coal multi-use complexes with attractive job growth prospects and next-generation industry opportunities.

Range Land

Range Land, ~~LLC, an Ohio limited liability company (“Range Land”),~~ is ~~a land acquisition company started by the Company in August 2023. Range Land is~~ focused on acquiring former mine lands with the goal of reclaiming and repurposing the sites for non-fossil fuel uses, including commercial, industrial, residential and recreational developments., ~~Range~~with ~~Land~~a isparticular ~~specifically~~focus ~~interested~~on inpower ~~acquiring land~~generation tofacilities, bedata ~~used for renewable energy facilities~~centers, innovative agricultural installations, and projects focused on improving the quality and condition of ~~our~~the air, land and waterways.

According to industry estimates, Appalachia contains approximately one million acres of abandoned, idled and non-performing mine sites that ~~are~~ are burdened with significant land reclamation and water restoration obligations. Many of these troubled mine sites are subject to ~~mining~~ mining permits and associated reclamation bonds which ~~prevents~~prevent the land from being repurposed for non-mining uses until the land has been reclaimed and the permits and bonds have been released by the applicable state’s environmental protection department. Water quality is a particularly challenging issue since a permit can only be released if the site has at least 12 consecutive months of compliant water samples without active chemical treatment, which heightens the need for water restoration solutions to help transition former mine land to economically viable non-mining uses.

The Company, ~~through its several operating businesses,~~ has assembled the internal and external resources and capabilities to reclaim land, restore waterways, install innovative water treatment solutions, and secure ~~the~~ mine ~~site~~sites to protect the significant historical investment in infrastructure. In addition ~~to these in-house capabilities~~, the Company ~~and~~has ~~its operating businesses also possess deep knowledge and~~ expertise in the permit and bond release process, which is a critical ~~step necessary~~ to ~~unlock~~unlocking the underlying value of ~~the~~ former mine ~~land for non-fossil fuel uses. Range Land is actively reviewing several mine sites throughout Appalachia to acquire,~~ ~~reclaim and repurpose in order to improve the~~ land ~~and create non-fossil fuel economic development opportunities~~ for ~~disadvantaged local~~next ~~coal~~generation ~~communities~~redevelopment.

8Range Services

~~In September 2023,~~ Range ~~Land, through its wholly-owned subsidiary CLV Azurite Land, LLC, an Ohio limited liability company (“CLV~~ ~~Azurite”),~~Services ~~acquired over 1,900 acres of surface interest at an idled mine complex in West Virginia. CLV Azurite~~ is inour ~~active discussions~~operating ~~with~~business ~~the~~segment ~~holder~~that ofprovides ~~the~~environmental ~~permits~~ and ~~bonds~~operational ~~associated~~support ~~with~~services ~~the acquired land~~ to ~~ensure~~help ~~that~~reclaim ~~the acquired surface acreage~~and ~~can~~repurpose ~~be repurposed for alternative non~~Company-~~fossil~~owned ~~fuel uses. Concurrently, CLV Azurite is in active discussions with two experienced and well-capitalized solar energy developers to convert the~~ former mine land into anext ~~large~~generation ~~solar~~uses. ~~energy~~All ~~facility on a majority~~ of the ~~acquired~~ ~~surface~~Company’s ~~acreage~~reclamation, aswater ~~well~~treatment asand security ~~additional~~employees, ~~acreage~~equipment ~~for~~and ~~commercial~~trucks, ~~industrial,~~and ~~recreational~~technological ~~and~~innovations ~~residential~~are ~~development.~~classified ~~Under~~ within the ~~solar~~Range ~~arrangements,~~Services ~~CLV~~business ~~Azurite~~segment. Range ~~would~~Services beis ~~the~~dedicated ~~landlord~~to reclaiming and ~~the~~repurposing ~~solar~~land ~~developer-operator~~owned ~~would~~by be the ~~tenant~~Company ~~required~~and todoes ~~pay~~not ~~CLV Azurite~~currently aprovide ~~negotiated~~any ~~lease~~reclamation, water ~~payment~~treatment onor asecurity ~~per~~services ~~acre~~to ~~basis~~third parties.

Reclamation support services on mine sites include grading, recontouring, revegetation, erosion control, and other activities necessary to meet federal and state post-mining land use requirements. Water treatment services include the operation and maintenance of passive and active treatment systems designed to manage and treat mine-impacted water, including acid mine drainage, in compliance with applicable environmental permits. Range Services is also responsible for collecting water samples, coordinating testing with certified laboratories, and treating water with chemicals and other more innovative solutions, such as the Company’s proprietary biochar water filtration products and system currently in development. Range Services also provides physical site security, access control, and risk mitigation activities to ensure the safety, compliance, and regulatory protection of the Company’s land assets.

Competition

WeThe ~~are~~Company is focused on a large and growing marketplace for impact investing initiatives, and therefore, ~~anticipate~~faces ~~facing~~ competition from a variety of operating businesses and investment funds who are developing similar business plans and operating strategies to satisfy the increasing demands ~~for~~of these types of investments in the marketplace. In many cases, these competitors are larger and better capitalized ~~than~~operating businesses ~~the~~and ~~Company~~investment funds.

WeThe Company ~~compete~~competes on the basis of a number of factors, including our geographic focus on Appalachia, access to mission-driven energy-transition capital, access to impact investing opportunities, strategic relationships with reclamation bond insurance companies, recruitment and retention of key personnel, ~~market share with key customers,~~ and supply relationships with critical vendors. Our ability to continue to compete effectively in our businesses will depend upon our ability to attract new employees and retain and motivate our existing employees.

Inflation

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

Information Systems

Foundation Software, LLC (“Foundation”) serves as the Company’s third-party accounting software provider. Foundation’s software is specifically designed for service companies, particularly those in the construction, contracting and reclamation industries. Foundation’s software offers the Company several enhanced features critical to the successful execution of its shareholder value creation plan, including (i) general ledger accounting, including accounts payable, accounts receivable, inventory and customer billing, (ii) equipment tracking on job sites, maintenance, utilization and depreciation, (iii) employee tracking on job sites, time and materials, utilization, and billing, (iv) job costing and profitability reporting segmented by customers, job types and location, and (v) numerous real-time management dashboard and key performance indicator reports that allow management to closely monitor financial and operational performance and quickly react to business opportunities and issues. Furthermore, Foundation’s software allows the Company to more readily scale operations and efficiently and cost-effectively support the anticipated growth of each of our business lines, thereby reducing the risk that our accounting and management systems become a limiting factor to our growth initiatives.

Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the ~~settlement~~ settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, during the year ended December 31, ~~2024~~2025, the Company incurred a net loss (excluding recognized bargain purchase gains of $21,928,500) of $92,~~798~~760,~~083~~822 and ~~used~~generated $1123,~~591,426~~028 of cash in the Company’s operating activities. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the accompanying financial statements are being issued. The financial statements do not include any adjustments that might be necessary should the ~~Company~~ Company be unable to continue as a going concern.

The ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations in the future and/or raising additional capital to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company estimates, as of December 31, ~~2024~~2025, that it may not have sufficient funds to operate the business for 12 months given ~~its~~ our cash balance of $~~167~~2,~~286~~110,171 and our near-term cash requirements and expected revenues to be generated by the Company’s operating business segments. ~~The~~These ~~Company is actively seeking additional financing and other sources of capital to fund its currently estimated level of operations. However, these~~ estimates could differ if the Company encounters unanticipated difficulties, or if its estimates of the amount of cash necessary to operate its business prove to be wrong, and the Company uses its available financial resources faster than it currently expects. The Company is actively seeking additional financing and other sources of capital to fund its currently estimated level of operations. No assurance can be given that any future financing or capital, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company.

General Information

We maintain a corporate website at: www.rangeimpact.com. Information contained on our website is not incorporated by reference in this Annual Report. We file reports with the Securities and Exchange Commission (“SEC”) and make available free-of-charge through our website our annual reports, quarterly reports, current reports, proxy and information statements and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Item 1A. Risk Factors

Investing in our ~~Common~~common ~~Stock~~stock involves a high degree of risk. The following risk factors should be considered carefully in addition to the ~~other~~ other information contained in this Annual Report. This Annual Report contains forward-looking statements. Our business, financial condition, results of operations and stock price could be materially adversely affected by any of these risks.

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Risks Related to Our Business

We will need to raise substantial additional capital to operate our business. If we cannot obtain the capital we need to continue our operations, our business could fail.

We will need to raise additional funds in order to continue operating our business beyond the near term. Since inception, we have primarily funded our operations through equity and debt financings and, more recently, with operating profits. If we do issue equity or convertible debt securities to raise additional funds or to fund, in whole or in part, acquisitions in furtherance of our business strategy, our existing stockholders may experience substantial dilution, and the new equity or debt securities may have rights, preferences and privileges senior to those of our existing stockholders. If we incur additional debt, it ~~would~~will increase our leverage relative to our earnings, if any, or to our equity capitalization, requiring us to pay additional interest expense. Obtaining commercial loans, assuming those loans would be available, would increase our liabilities and future cash commitments. We also may raise funds by selling some or all of our assets. Regardless of the manner in which we seek to raise capital, we may incur substantial costs in those pursuits, including investment banking fees, legal fees, accounting fees, and other related costs.

The Company may not be able to continue as a going concern.

During the year ended December 31, ~~2024~~2025, the Company incurred a net loss of $92,~~798~~760,~~083~~822 (excluding $21,928,500 bargain gain from acquisitions) and $1123,~~591,426~~028 of cash was ~~used~~generated by the Company’s operating activities. The Company estimates that it may not have sufficient funds to operate its business for 12 months given its cash balance as of December 31, ~~2024~~2025 of approximately $~~167~~2,~~286~~110,171 against near term cash needs and revenues being generated by the Company’s operating business segments. The ability of the Company to continue as a going concern is dependent on the Company’s ability to fund future operations through additional financing from investors and/or lenders or through the sale of its securities or through development of its operations. No assurance can be given that any future financing or capital, if needed, will be available or, if available, will be on terms that are satisfactory to us. Due to these and other factors, there is substantial doubt of the Company’s ability to continue as a going concern.

Our limited operating experience could make our operations inefficient or ineffective.

We have only a limited operating history upon which to base an evaluation of our current business and future prospects and how we will respond to competitive, financial or technological challenges. In addition, because of our limited operating history, we have limited insight into trends that may emerge and affect our businesses, and limited experience responding to such trends. We may make errors in predicting and reacting to relevant business trends and we will be subject to the risks, uncertainties and difficulties frequently encountered by early-stage companies in evolving markets. We may not be able to successfully address any or all of these risks and uncertainties. Failure to adequately do so could cause our business, results of operations and financial condition to suffer or fail.

We may not be able to manage our expansion of operations effectively.

Assuming we are able to attract additional capital, we intend to expand our operations. To manage this growth, we may need to expand our facilities, augment our operational, financial and management systems and hire and train qualified personnel. Our management will also be required to develop new relationships with customers, suppliers and other third parties. Our current and planned operations, personnel, systems, and internal procedures and controls may not be adequate to support our future growth. If we are unable to manage our growth effectively, we may not be able to take advantage of market opportunities, execute our business strategies or respond to competitive pressures.

If we are unable to hire and retain qualified personnel, we may not be able to implement our business plan.

As of March 2730, ~~2025~~2026, we employed 1810 full-time employees. Attracting and retaining personnel will be critical to our success. As a small company with an uncertain future, we may not be able to attract and retain the qualified personnel necessary for the development of our business. In addition, we may have difficulty recruiting necessary personnel as a result of our limited operating history. The loss of key personnel or the failure to recruit necessary additional personnel could impede the achievement of our business objectives.

In addition, we expect to rely heavily on independent ~~organizations~~contractors, advisors and consultants to provide certain services. The services of these independent ~~organizations~~contractors, advisors and consultants may not be available to us on a timely basis when needed or on acceptable terms, and if they are not available, we may not be able to find qualified replacements. If we are unable to retain the services of qualified personnel, independent organizations, advisors and consultants, we may not be able to implement our business plan.

Our CEO and certain other Company employees devote substantial portions of their time to businesses other than the Company’s business.

Certain of our officers, directors and employees devote substantial portions of their time to businesses of other companies. Our CEO, Michael Cavanaugh, currently serves as Chief Investment Officer of Tower 1 Partnership, LLC, an investment firm focused on private and public investments in a variety of industries, as Managing Partner and Co-Founder of Atlas Resolution Partners LLC, an advisory firm focused on resolving complex private capital fund issues, and as the manager of several non-affiliated investment partnerships, pursuant to which he devotes a significant portion of his time. The commitments of our officers, directors and employees to these other businesses may cause them to devote less time to the Company than would otherwise be the case.

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~~Cyber incidents~~Conversion orof ~~attacks~~former ~~directed~~mining atproperties usto ~~could result in information theft~~residential, commercial, ~~data~~recreational ~~corruption,~~or ~~operational~~other ~~disruption~~uses ~~and/or~~involves ~~financial~~substantial ~~loss~~risk.

WeOur ~~depend~~efforts onto ~~digital~~redevelop ~~technologies,~~former ~~including~~coal ~~information~~mining ~~systems,~~sites ~~infrastructure~~for ~~and~~residential, ~~cloud applications and services~~commercial, ~~including~~recreational ~~those~~or ~~of third~~other ~~parties~~uses ~~with~~involve ~~which~~numerous weuncertainties, including ~~may~~environmental ~~deal.~~remediation, ~~Sophisticated~~land ~~and~~subsidence, ~~deliberate~~water ~~attacks~~quality onissues, orregulatory ~~security~~approvals, ~~breaches~~community inopposition, ~~our~~and ~~systems or~~ infrastructure, ordevelopment. ~~the~~Any ~~systems~~delays or ~~infrastructure~~unforeseen ofcosts ~~third~~in ~~parties~~these orareas ~~the cloud,~~ could ~~lead~~materially toaffect ~~corruption or misappropriation of~~ our ~~assets,~~financial ~~proprietary information~~results and ~~sensitive~~delay or ~~confidential~~prevent ~~data. As an early-stage company without significant investments in data security protection,~~monetization we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these ~~occurrences,~~assets. orThese arisks ~~combination of them~~include, ~~could~~but ~~have~~are ~~adverse~~not ~~consequences~~limited ~~on our business and lead~~ to ~~financial loss.~~:

	●	Environmental Risks: Contamination or pollution on the sites we set to convert to non-mining uses can require expensive remediation under both federal and state environmental protection laws and regulations;

	●	Reclamation Costs Risks: The costs to reclaim the land to the standard required to obtain bond releases may take longer and cost more than anticipated due to many factors, including, without limitation, the costs and availability of labor, equipment and supplies.

	●	Infrastructure Risks: Insufficient access to water, sewer, power or roads may require significant investments; utility easements or underground infrastructure can limit buildable or usable area;

	●	Financial and Market Risks: Market conditions may shift (e.g., a housing downturn, inflation, rising interest rates) leading to us overestimating demand for the intended use or not being able to convert the land within budget;

	●	Legal and Title Risks: There may be defects in title or unclear ownership which could, in turn, lead to disputes; existing easements, covenants or restrictions may limit development;

	●	Community and Political Risks: There may be changes in local political offices that could adversely affect the proposed redevelopment of the land and community resistance may lead to delays or denials of necessary approvals.

	●	Entitlement and Permitting Risks: There may be delays in obtaining permits for grading, building and environmental compliance which could lead to redesign or project abandonment.

We may not be able to manage our expansion of operations effectively.

We may have difficulty accomplishing our growth strategy within and outside of our current service areas.

Our ability to expand our business, both within our current service areas and into new areas, involves significant risks, including, but not limited to:

	●	changes in regulatory landscape reducing the demand for, and incentives relating to, alternative energy developments, such as solar energy projects, our land reclamation, water treatment and related environmental services;

	●	receiving or maintaining necessary regulatory permits, licenses or approvals;

	●	downturns in economic or population growth and development in our service areas, particularly in the coal mining industry and in those agricultural and commercial businesses and real estate developments which benefit from our land reclamation and water treatment services;

	●	risks related to planning and commencing new operations, including inaccurate assessment of the demand for alternative energy developments, such as solar projects, our land reclamation, water treatment and related environmental services and products and inability to begin operations as scheduled; and

	●	our potential inability to identify suitable acquisition opportunities or to form relationships with coal mining operators or other landowners necessary to form strategic partnerships.

~~Operating~~A ~~costs,~~significant ~~construction~~or ~~costs~~extended ~~and~~decline ~~costs~~in ofthe ~~providing~~royalties ~~services~~we ~~may~~receive ~~rise~~from ~~faster~~those ~~than~~mining ~~revenue~~companies mining on our land under our mining permits could adversely affect our operating results and cash flows.

Our ~~ability~~financial toresults ~~increase~~are ~~the~~significantly ~~rates~~affected atby ~~which~~the royalties we ~~provide~~receive ~~our~~for ~~land~~the ~~reclamation,~~coal ~~water~~mined ~~treatment~~on ~~and~~our ~~related~~property. ~~environmental~~Extended ~~services~~or ~~may be~~substantial ~~limited~~price bydeclines afor ~~variety~~coal ofwould ~~factors.~~adversely ~~However,~~affect our ~~costs~~operating ~~are~~results ~~subject~~for tofuture ~~market~~periods ~~conditions~~ and ~~other~~our ~~factors,~~ability ~~and~~to ~~may~~generate ~~increase significantly.~~cash ~~The~~flows ~~second~~necessary to ~~largest~~pay ~~component~~for ofthe ~~our~~required ~~operating~~reclamation ~~costs~~activities isor ~~made~~expand upoperations ofon ~~salaries~~our ~~and~~owned ~~wages~~mine sites. ~~These~~Prices ~~costs~~of ~~are~~coal ~~affected~~may byfluctuate ~~the~~due to factors ~~local~~beyond ~~supply~~our ~~and~~control ~~demand~~such ~~for~~as ~~qualified~~overall ~~labor.~~domestic ~~Other~~and ~~large~~global ~~components~~economic ofconditions; ~~our~~geopolitical ~~costs~~risks, ~~are~~the ~~general~~consumption ~~insurance,~~pattern ~~workers~~of ~~compensation~~industrial ~~insurance~~consumers, ~~employee~~electricity ~~benefits~~generators and ~~health~~residential ~~insurance~~users; ~~costs.~~technological ~~These~~advances ~~costs~~affecting ~~may~~energy ~~increase~~consumption; ~~disproportionately~~domestic toand ~~our~~foreign ~~revenues~~government regulations; price and ~~service~~availability of alternative fuels; price of foreign imports and weather conditions. Any adverse change in these ~~rate~~factors ~~increases~~could result in weaker demand and ~~may~~possibly ~~have~~lower aprices ~~material~~for ~~adverse~~the ~~effect~~coal onmined pursuant to our ~~financial~~permits ~~condition~~which ~~and~~would ~~results~~reduce ofour ~~operations~~revenues from coal royalties.

Our suppliers may fail to deliver materials and parts according to schedules, prices, quality and volumes that are acceptable to us, or we may be unable to manage these materials and parts effectively.8

~~The~~If ~~equipment~~ we ~~use~~become insubject ~~our land reclamation and water treatment and reclamation business contains materials and parts purchased globally from many suppliers which exposes us~~ to potential component shortages or delays. Unexpected changes in business conditions, materials pricing, labor issues, wars such as the current conflicts in Gaza and Ukraine, trade policies, natural disasters, health epidemics such as the global COVIDenvironmentally-19related ~~pandemic~~claims, ~~trade~~we ~~and shipping disruptions, port congestions and other factors beyond our or our suppliers’ control~~ could ~~also~~incur ~~affect~~significant these suppliers’ ability to deliver components to us or to remain solvent and operational. Additionally, if our suppliers do not accurately forecast and effectively allocate production or if they are not willing to allocate sufficient production to us, it may reduce our access to components and require us to search for new suppliers. The unavailability of any component or supplier could result in delays in providing our services and products. Our suppliers may not be willing or able to sustainably meet our timelines or our cost, ~~quality~~ and ~~volume~~time ~~needs, or~~ to ~~do so may cost us more, which may require us to replace them with other sources~~comply. While we believe that we will be able to secure additional or alternate sources for most of our necessary components or products, there is no assurance that we will be able to do so quickly or at all or at prices that are financially feasible.

Our financial results depend on successful project execution and may be adversely affected by cost overruns, failure to meet customer schedules or other execution issues.

A portion of our revenue is derived from projects that are technically complex and that may last over many months. These projects are subject to a number of significant risks, including project delays, cost overruns, changes in scope, unanticipated site conditions, design and engineering issues, incorrect cost assumptions, increases in the cost of materials and labor, safety hazards, third party performance issues, weather issues and changes in laws or permitting requirements. If we are unable to manage these risks, we may incur higher costs, liquidated damages and other liabilities to our customers, which may decrease our profitability and harm our reputation. Our continued growth will depend in part on executing a higher volume of large projects, which will require us to expand and retain our project management and execution personnel and resources.

We face competition in our industry, and we may be unable to attract customers and maintain a viable business.

There can be no assurance that we will be able to successfully compete with our competitors. Our competitors may be able to offer similar services which prove to be more popular with potential customers than our services. Our ability to grow and achieve profitability will depend on our ability to satisfy our customers and withstand increasing competition by providing superior environmental services at reasonable cost. There can be no assurance that we will be able to achieve or maintain a successful competitive position.

If we become subject to environmental-related claims, we could incur significant cost and time to comply.

Our land reclamation and water treatment business activities create a risk of significant environmental liabilities and reputational damage. Under applicable environmental laws and regulations, we could be strictly, jointly and severally liable for releases of regulated substances by us at the properties of others, including if such releases result in contamination of air or water or cause harm to individuals. Our business activities also create a risk of contamination or injury to our employees, customers or third parties, from the use, treatment, storage, transfer, handling and/or disposal of these materials.

In the event that our business activities result in environmental liabilities, such as those described above, we could incur significant costs or reputational damage in connection with the investigation and remediation of environmental contamination, and we could be liable for any resulting damages including natural resource damages. Such liabilities could exceed our available cash or any applicable insurance coverage we may have. Additionally, we are subject to, on an ongoing basis, federal, state and local laws and regulations governing the use, storage, handling and disposal of these materials and specified waste products. The cost of compliance with these laws and regulations may become significant and could have a material adverse effect on our business, financial condition, results of operations or prospects.

Further, we may incur costs to defend our position even if we are not liable for consequences arising out of environmental damage. Our insurance policies may not be sufficient to cover the costs of defending such claims.

Failure to effectively treat emerging contaminants could result in material liabilities.

A number of emerging contaminants might be found in water that we treat that may cause a number of illnesses. In applications where treated water enters the human body, illness and death may result if contaminants or pathogens are not eliminated during the treatment process. The potential impact of a contamination of water treated using our products, services or solutions is difficult to predict and could lead to an increased risk of exposure to product liability claims, increased scrutiny by federal and state regulatory agencies and negative publicity. Further, an outbreak of disease in any one of the markets we serve could result in a widespread loss of customers across such markets.

139

We may incur liabilities to customers as a result of failure to meet performance guarantees, which could reduce our profitability.

Our customers may seek performance guarantees as to our services. Failure to meet specifications of our customers or our failure to meet our performance guarantees may increase our costs by requiring us to provide additional resources and services, monetary reimbursement to a customer or could otherwise result in liability to our customers. To the extent that we incur substantial performance guarantee claims, our reputation, earnings and ability to obtain future business could be materially adversely affected.

Developments in, and compliance with, current and future environmental and climate change laws and regulations could impact our land reclamation and water treatment business, financial condition or results of operations.

Our business, operations, and product and service offerings are subject to and affected by many federal, state, local and foreign ~~environmental~~ environmental laws and regulations, including those enacted in response to climate change concerns. Compliance with existing laws and regulations currently requires, and compliance with future laws is expected to continue to require, increasing operating and capital expenditures in order to conform to changing environmental standards and regulations, which could impact our business, financial condition and results of operations. Furthermore, environmental laws and regulations may authorize substantial fines and criminal sanctions to address violations, and may require the installation of costly pollution control equipment or operational changes to limit emissions or discharges. We also incur, and expect to continue to incur, costs to comply with current environmental laws and regulations. At the same time, the demand for our land reclamation and water treatment services ~~also~~ is also driven by federal and state laws, regulations and programs which create incentives for our services. Developments such as the adoption of new environmental laws and regulations, stricter enforcement of existing laws and regulations, violations by us of such laws and regulations, discovery of previously unknown or more extensive contamination, litigation involving environmental impacts, our inability to recover costs associated with any such developments, or the financial insolvency of other responsible parties could in the future have a material adverse effect on our financial condition and results of operations.

Our insurance may not provide adequate coverage.

Although we maintain general ~~and product~~ liability, and property and commercial insurance coverage in amounts which we consider prudent, ~~there~~ there can be no assurance that such insurance will prove adequate in the event of actual casualty losses or broader calamities such as as earthquakes, financial crises, economic depressions or other catastrophic events, which are either uninsurable or not ~~economically~~ economically insurable. Any such losses could have a material adverse effect on the performance of our services and on our financial ~~condition~~ condition and results of operations.

Our land reclamation and water treatment ~~business~~obligations isare subject to various statutory and regulatory requirements, which may increase in ~~the~~ the future.

Our land reclamation and water treatment ~~business~~obligations isare subject to various statutory and regulatory requirements. Our ability to continue to to hold licenses and permits required for our land reclamation and water treatment ~~business~~obligations isare subject to maintaining satisfactory ~~compliance~~ compliance with such requirements. We may incur significant costs to maintain compliance. Our ability to obtain modifications to our permits may be met with resistance, substantial statutory or regulatory requirements or may be too costly to achieve. These requirements may cause us to postpone or cancel our plans. Future statutory and regulatory requirements, including any legislation focused on combating ~~climate~~ climate change, may require significant cost to comply or may require changes to our products or services.

The environmental regulations to which we are subject may increase our costs and potential liabilities and limit our ability to operate.

Our land reclamation and water treatment ~~business~~obligations isare subject to various federal, state, and local environmental requirements, including ~~those~~ those relating to emissions to air, discharged wastewater, storage, treatment, transport and disposal of regulated materials and cleanup of of coal mining and groundwater contamination. Efforts to conduct our operations in compliance with all applicable laws and regulations, including environmental rules and regulations, require programs to promote compliance, such as training employees and customers, purchasing health and safety equipment and in some cases hiring outside consultants and lawyers. Even with these programs, we face the risk of being subject to government enforcement proceedings, which can result in fines or other sanctions and require expenditures for remedial work on contaminated sites. The landscape of environmental regulation to which we are subject can change. Changes to environmental regulation often present new business opportunities for us; however, such changes may also result in increased operating and compliance costs. While we seek to monitor the landscape of environmental regulation, our ability to navigate is limited by our small size and resources, and any changes to such regulations may result in a material effect on our operations, cash flows or financial condition.

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Regulators also have the power to suspend or revoke permits or licenses needed for operation of our equipment and vehicles based on, among other factors, our compliance record, and customers may decide not to do business with us because of concerns about our compliance record. Suspension or revocation of permits or licenses would impact our land reclamation and water treatment business and could have a material impact on our financial results. Although we have never had any of our operating permits revoked, suspended or non-renewed involuntarily, it is possible that such an event could occur in the future.

Certain environmental laws and regulations impose liability and responsibility on present and former owners, operators or users of facilities and sites for contamination at such facilities and sites without regard to causation or knowledge of contamination. Investigations undertaken in connection with these activities may lead to discoveries of contamination that must be remediated, and closures of facilities might trigger compliance requirements that are not applicable to operating facilities.

Within the coal mining remediation market, demand for our services will be limited to a specific customer base and highly correlated to the coal mining industry. The coal mining industry’s demand for our services is affected by a number of factors including the volatile nature of the coal mining industry’s business, increased use of alternative types of energy and technological developments in the coal mining extraction process. A significant reduction in the target market’s demand for coal mining would reduce the demand for our services, which would have a material adverse effect upon our business, financial condition, results of operations and cash flows.

We require a variety of permits to operate our business. If we are not successful in obtaining and/or maintaining those permits it will adversely impact our operations.

Our land reclamation and water treatment ~~business~~obligations ~~requires~~require permits to operate. Our inability to obtain permits in a timely manner could ~~result~~ result in substantial delays to our business. The issuance of permits is dependent on the applicable government agencies and is beyond our control and that of our customers. There can be no assurance that we and/or our customers will receive the permits necessary to operate, ~~which~~ which could substantially and adversely affect our operations and financial condition.

Based on the nature of our business, we currently depend and are likely to continue to depend on a limited number of ~~customers~~coal royalties for a significant portion of our revenues.

We currently have ~~one~~two ~~customer~~coal royalties in West Virginia that ~~accounts~~account for all of our ~~land~~royalty ~~reclamation and water treatment business~~revenue. The failure to obtain additional ~~customers~~coal royalties or the loss of all or a portion of the revenues attributable to any current or future ~~customer~~ agreements as a result of competition, creditworthiness, inability to negotiate extensions or replacement of contracts or otherwise could have a material adverse effect on our business, financial condition, results of operations and cash flows.

If our ~~customers~~royalty parties do not enter into, extend or honor their contracts with us, our profitability could be adversely affected. Our ability to to receive payment for production depends on the continued solvency and creditworthiness of our ~~customers~~counterparties and prospective ~~customers~~counterparties. If If any of our ~~customers~~counterparties’ creditworthiness suffers, we may bear an increased risk with respect to payment defaults. If ~~customers~~a ~~refuse~~counterparty refuses to make payments for which they have a contractual obligation, our revenues could be adversely affected.

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If we are unable to identify and acquire businesses or assets in furtherance of our impact investing strategy, we may be unable to generate significant revenue.

We intend to acquire additional businesses and assets that will generate revenue related to our impact investing strategy. There can no assurance that we will be able to do so, or to do so on terms that are acceptable to us, or in a manner that will provide us with the revenue we expect.

Our consideration of sustainability and environmental criteria as the pre-eminent part of our business and investment strategy will limit the types and number of business opportunities available to the Company and may result in the Company engaging in industry sectors that underperform the market as a whole, or forgoing opportunities to invest available capital in businesses that might otherwise be advantageous to acquire or develop. If we are not successful in acquiring or developing desirable businesses or assets which fit within our business strategy or if those businesses do not generate sufficient revenue, our business, financial condition and results of operations could be materially adversely affected.

Our impact investing strategy is new, untested and may not be successful.

Our impact investing strategy is qualitative and subjective by nature, and there is no guarantee that the factors we utilize in making capital and other resource allocation decisions or any judgment exercised by our management or board will reflect the opinions of any particular shareholder, and the investment criteria utilized by the Company may differ from the investment criteria that any particular shareholder considers relevant in evaluating a company’s sustainability or impact investing practices. In making allocation and investment decisions, Company management will be dependent upon information and data obtained through voluntary or third-party reporting, if available, that may be incomplete, inaccurate or present conflicting information and data with respect to a particular opportunity, which in each case could cause the Company to incorrectly assess a potential target’s business practices. In implementing its impact investing strategy, management will seek to exclude businesses deemed to be fundamentally misaligned with the Company’s sustainability principles. In addition, as a result of the Company’s engagement activities, the Company may make an investment in activities or companies that do not currently engage in sustainability or impact investing practices that meet criteria established by the Company in an effort to improve such target’s impact investing practices. Successful application of the Company’s impact investing strategy and management’s engagement efforts will depend on management’s skill in properly identifying and analyzing material sustainability issues, and there can be no assurance that the strategy or techniques employed will be successful.

We have limited experience operating an impact investing strategy and may be subject to increased business and economic risks that could affect our financial results.

We have limited experience operating a business with an impact investing strategy. If we are unable to manage our impact investing operations successfully, our financial results could be adversely affected.

We may be unable to obtain the financing we need to pursue our impact investing strategy and any future financing we receive may be less favorable to us than our current financing arrangements, either of which may adversely affect our ability to expand our operations.

Sustainability-focused businesses we may seek to acquire or develop will require substantial capital investment. Our access to capital on acceptable or favorable terms to us is necessary for the success of our impact investing strategy, particularly in enhancing our portfolio through M&A activities. Our attempts to obtain the necessary future financing may not be successful or result in financing available on favorable terms. Our ability to arrange for financing on a substantially non-recourse or limited recourse basis, and the costs of such financing, are dependent on numerous factors, including general economic conditions, conditions in the global capital and credit markets, investor confidence, the success of our business, the credit quality of the businesses being financed, and the continued existence of tax laws which are conducive to raising capital for these types of activities. If we are not able to obtain financing on a substantially non-recourse or limited recourse basis, we may have to finance our M&A activities using recourse capital such as direct equity investments or the incurrence of additional debt by us. Also, in the absence of favorable financing options, we may decide not to develop or acquire facilities or businesses from third parties. Any of these alternatives could have a material adverse effect on our growth prospects.

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We may also need additional financing to implement our impact investing strategic plan. For example, our cash flow from operations and existing liquidity facilities may not be adequate to finance any acquisitions we may seek to pursue or new technologies we may seek to develop or acquire. Financing for acquisitions or technology development activities may not be available on terms we find acceptable.

Unfavorable legislative changes could affect our financial results.

The environmental assets we are considering purchasing are often subject to environmental regulations, and we expect such regulatory conditions to influence the assumptions we will make regarding the future revenues and expenses associated with such proposed acquisitions. If those regulatory conditions change, our revenues may decrease and our expenses may increase, adversely affecting our financial results.

The reduction or elimination of government incentives could adversely affect our business, financial condition, future results and cash flows.

Our impact investing strategy benefits from those public policies and government incentives that support renewable energy and enhance the economic feasibility of sustainability-based projects in regions where we operate. Such policies and incentives include tax credits, accelerated depreciation tax benefits, renewable portfolio standards, carbon trading mechanisms, rebates, and may include similar or other incentives to end users, distributors, or other participants in the energy or mining industry. Some of these measures have been implemented at the federal level, while others have been implemented by various states within the United States. The availability and continuation of these public policies and government incentives are likely to have a significant effect on the economics and viability of our environmental businesses. Changes to such public policies or any reduction in or elimination or expiration of such government incentives supporting or deregulating the exploration, production and use of fossil fuels may create regulatory uncertainty in the renewable energy industry, which could have a material adverse effect on our business, financial condition, future results, and cash flows.

We may decide not to implement, or may not be successful in implementing, one or more elements of our multi-year strategic plan, and the plan as implemented may not achieve its goal of enhancing shareholder value through the long-term growth of our Company.

We are implementing a multi-year strategic plan to develop an impact investing business engaged in abuilding ~~number~~numerous of complimentary ~~impact~~land ~~investing businesses~~redevelopment projects in the United States which will permit us to explore synergistic growth opportunities utilizing our core competencies.

There are uncertainties and risks associated with our strategic plan, including with respect to implementation and outcome. We may decide to change, or to not implement, one or more elements of the plan over time or we may not be successful in implementing one or more elements of the plan, in each case for a number of reasons. For example, we may face significant challenges and risks expanding into an impact investing business including:

● our ability to compete with the large number of other companies pursuing similar business opportunities, many of which already have established businesses in the geographic regions we are targeting and/or have greater financial, strategic, technological or other resources than we have; ● our ability to obtain financing on terms we consider acceptable, or at all, which we may need, for example, to develop new projects, to obtain desired technology, personnel, or intellectual property, to acquire one or more existing businesses as a platform for our expansion, or to fund internal research and development; ● our ability to provide services ~~or products~~ that keep pace with rapidly changing technology, ~~customer preferences,~~ equipment costs, increasing raw materials and transportation costs, market conditions and other factors that currently are unknown to us that will impact these markets; ● our ability to manage the risks and uncertainties associated with our operating the facilities and ~~projects in this line of business, including the variability of revenues and profitability of such projects~~obligations; ● our ability to devote the management and other resources required to successfully implement this plan; and ● our ability to recruit appropriate employees and address labor market challenges in those geographic regions in which we intend to operate.

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Apart from the risks associated with implementing the plan, the plan itself will expose us to other risks and uncertainties once implemented. Expanding our ~~customer~~coal royalties base may expose us to ~~customers~~operators with different credit profiles than our current ~~customers~~operators. Expanding our ~~geographic~~ geographic base will subject us to risks associated with doing business in new regions where we will have to learn the local business and political environment. In addition, expanding into new technologies will expose us to new risks and uncertainties that are unknown to us now in addition to the risks and uncertainties that may be similar to those we now face. The success of the plan, once implemented, will depend, among other things, on our ability to manage these risks effectively. There is no assurance that the plan will enhance shareholder ~~value~~ value through long-term growth of the Company to the extent currently anticipated by our management or at all.

We may engage in transactions with businesses or entities affiliated with our executive officers, directors or major shareholders which may raise potential conflicts of interest.

In carrying our impact investing strategy, we may decide to enter into a transaction or acquire a business affiliated with our executive officers, directors or one or more of our major shareholders. We would pursue a transaction with an affiliated entity if we determined that such affiliated entity met our criteria and guidelines for a business combination or other transaction, and such transaction was approved by a majority of our independent and disinterested directors. We may not obtain an opinion from an independent investment banking firm or another independent entity regarding the fairness to the Company from a financial point of view of such a business combination or transaction. In the event of a transaction with an affiliated entity, potential conflicts of interest may exist and, as a result, the terms of the transaction may not be as advantageous to our public shareholders as they would be absent any conflicts of interest.

We may not be able to successfully conclude the transactions or integrate the companies which we may acquire in the future, which could materially and adversely affect our business, financial condition, future results and cash flow.

We intend to carry out our impact investing strategy primarily through acquisitions. Integrating acquisitions is often costly, and we may be unable to successfully integrate our acquired businesses with our existing operations without substantial costs, delays or other adverse operational or financial consequences. Integrating our acquired companies involves a number of risks that could materially and adversely affect our business, including:

● failure of the acquired ~~companies~~sites to achieve the results we expect; ● inability to retain key personnel ~~of the acquired companies~~; ● risks associated with unanticipated events or liabilities; and ● the difficulty of establishing and maintaining uniform standards, controls, procedures and policies, including accounting controls and procedures.

If any of our acquired ~~companies~~sites ~~suffers~~suffer ~~customer~~unanticipated ~~dissatisfaction or~~ performance ~~problems~~obligations, this could adversely affect our reputation and could materially and adversely affect our business, financial condition, future results and cash flow.

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Concentration of ~~customers~~operators, specific projects and regions may expose us to heightened financial exposure.

The success of our impact investing strategy may be heavily dependent on one or a limited number of ~~customers~~operators. The financial performance of those businesses depends on the ability of each ~~customer~~operator to perform its respective obligations, possibly under a long-term agreement between the parties. Our financial results could be materially and adversely affected if any of our ~~customers~~operators fail to fulfill its contractual obligations and we are unable to find other ~~customers~~operators in the marketplace to ~~purchase~~perform at the same level ~~of profitability~~. We cannot be assured that such performance failures by our ~~customers~~operators will not occur, or that if they do occur, such failures will not adversely affect the cash flows or profitability of our businesses. Moreover, there can be no assurance that we will be able to enter into replacement agreements on favorable terms or at all.

Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into business combinations that do not have attributes entirely consistent with our general criteria and guidelines.

Although we have identified general criteria and guidelines for evaluating prospective target businesses that fall within our impact investing strategy, it is possible that we may acquire or enter into transactions with a target business which will not meet all of these criteria. If shareholder approval of the transaction is required by applicable law or other requirements, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of those business combinations if the target business does not meet our general criteria and guidelines.

We may make future acquisitions or form partnerships and joint ventures that may involve numerous risks that could impact our financial condition, results of operations and cash flows.

Our impact investing strategy may include expanding our scope of services organically or through selective acquisitions, investments or creating partnerships and joint ventures. We may selectively acquire other businesses, product or service lines, assets or technologies that are complementary to our business. We may be unable to find or consummate future acquisitions at acceptable prices and terms, or we may be unable to integrate existing or future acquisitions effectively and efficiently and may need to divest those acquisitions. We expect to continually evaluate potential acquisition opportunities in the ordinary course of business. Acquisitions involve numerous risks, including among others:

● our evaluation of the synergies and/or long-term benefits of an acquired business; ● integration difficulties, including challenges and costs associated with implementing systems, processes and controls to comply with the requirements of a publicly-traded company; ● diverting management’s attention; ● litigation arising from acquisition activity; ● potential increased debt leverage; ● potential issuance of dilutive equity securities; ● entering markets in which we have no or limited direct prior experience and where competitors in such markets have stronger market positions; ● unanticipated costs and exposure to undisclosed or unforeseen liabilities or operating challenges; ● potential goodwill or other intangible asset impairments; ● potential loss of key employees and ~~customers~~operators of the acquired businesses, product or service lines, assets or technologies; ● our ability to properly establish and maintain effective internal controls over an acquired company; and ● increasing demands on our operational and IT systems.

The success of acquisitions of businesses, new technologies and products, or arrangements with third parties is not always predictable and we may not be successful in realizing our objectives as anticipated. Furthermore, any future credit facility entered into in connection with such acquisitions may contain certain financial and operational covenants that limit, or that may have the effect of limiting, among other things, the payment of dividends, acquisitions, capital expenditures, the sale of assets and the incurrence of additional indebtedness.

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We could be exposed to significant liability for violations of hazardous substances laws because of the use or presence of such substances at our facilities or properties.

Our impact investing business operations will be subject to numerous federal, regional, state and local statutory and regulatory standards relating to the generation, handling, transportation, use, storage, treatment and disposal of hazardous substances. If any hazardous substances are found to have been released into the environment at or by one of our facilities or on one of our properties in concentrations that exceed regulatory limits, we could become liable for the investigation and removal of those substances, regardless of their source and time of release. If we fail to comply with these laws, ordinances or regulations (or any change thereto), we could be subject to, among other things, civil or criminal liability, the imposition of liens or fines, the cessation of operations, or substantial expenditures necessary to bring our operations into compliance. Furthermore, under certain federal and states laws, we can be held liable for the cleanup of releases of hazardous substances at any of our current or former facilities or at any other locations where we arranged for disposal of those substances, even if we did not cause the release at that location or if the release complied with applicable law at the time it occurred. Liability under these laws can be joint and several. The cost of any remediation activities in connection with a spill or other release of such substances could be significant and could expose us to significant liability.

Our operations could be adversely impacted by climate change.

Our environmental services operations may be susceptible to losses and interruptions caused by extreme weather conditions such as droughts, hurricanes, floods, wildfires, and water or other natural resource shortages, occurrences of which may increase in frequency and severity as a result of climate change. Climate change may also produce general changes in weather or other environmental conditions, including temperature or precipitation levels. To the extent weather conditions continue to be impacted by climate change, our environmental services operations and facilities may be adversely impacted in a manner that we could not predict which may in turn adversely impact our results of operations. In addition, the potential physical effects of climate change, such as increased frequency and severity of storms, floods, and other climatic events, could disrupt our operations and cause us to incur significant costs to prepare for or respond to these effects.

Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early-stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to carry out our impact investing strategy.

If we are deemed to be an investment company under the Investment Company Act, our activities may be subject to, among other things, restrictions on the nature of our investments and the issuance of securities, each of which may make it difficult for us to carry out our planned impact investing strategy. In addition, we may be subject to additional requirements including: (i) registration as an investment company with the SEC; (ii) adoption of a specific form of corporate structure; and (iii) reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to. Compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to carry out our impact investing strategy.

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will include identifying and completing business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor. We do not believe that our principal activities will subject us to registration under the Investment Company Act.

2016

Risks Related to our Common Stock

Our common stock is illiquid and the price of our common stock may be negatively impacted by any negative operational results and factors unrelated to our operations.

Our common stock is quoted on the OTCQB and trading on the OTCQB is frequently highly volatile, with low trading volume. We have experienced significant fluctuations in the price and trading volume of our common stock, which may be caused by factors relating to our business and operational results and/or factors unrelated to the Company, including general market conditions. An active market for our common stock may never develop, in which case it could be difficult for stockholders to sell their common stock. The market price of our common stock could continue to fluctuate substantially.

Trading of our stock is restricted by the SEC’s “penny stock” regulations and certain FINRA rules, which may limit a stockholder’s ability to buy and sell our common stock.

Our securities are covered by certain “penny stock” rules, which impose additional sales practice requirements on broker-dealers who sell low-priced securities to persons other than established customers and accredited investors. For transactions covered by these rules, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale, among other things. These rules may affect the ability of broker-dealers and holders to sell our common stock and may negatively impact the level of trading activity for our common stock. To the extent our common stock remains subject to the penny stock regulations, such regulations may discourage investor interest in and adversely affect the market liquidity of our common stock.

The Financial Industry Regulatory Authority (FINRA) has adopted rules that require a broker-dealer, when recommending an investment to a customer, to have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit an investor’s ability to buy and sell our common stock and could have an adverse effect on the market for our shares.

If we issue and sell additional shares of our common stock in the future, our existing stockholders will be diluted and our stock price could fall.

Our articles of incorporation authorize the issuance of up to 1,000,000,000 shares of common stock, of which, as of March 2830, ~~2025~~2026, ~~108~~113,~~616~~316,078 shares were outstanding and 1516,~~494~~343,~~210~~376 shares were reserved for issuance under our stock incentive plan and other outstanding options or warrants. As a result, we have a large number of shares of common stock that are authorized for issuance that are not outstanding or otherwise reserved, and could be issued at the discretion of our Board of Directors. We expect to seek additional financing in the future in order to fund our operations, and if we issue additional shares of common stock or securities convertible into common stock, our existing stockholders will be diluted. Our Board of Directors may also choose to issue shares of our common stock or securities convertible into or exercisable for our common stock to acquire assets or companies, for compensation to employees, officers, directors, consultants and advisors, to fund capital expenditures and to enter into strategic partnerships. Additionally, shares of common stock could be issued for anti-takeover purposes or to delay or prevent changes in control or management of the Company. Our Board of Directors may determine to issue shares of our common stock on terms that our stockholders do not believe enhance stockholder value, or that may ultimately have an adverse effect on our business or the trading price of our common stock. Further, the issuance of any such shares may cause further dilution to the ownership interest of our current stockholders, reduce the book value per share of our common stock and may contribute to a reduction in the market price for our common stock.

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Our principal stockholders and management own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval.

Certain of our executive officers, directors and stockholders own a significant percentage of our outstanding capital stock. As of March 2830, ~~2025~~2026, our executive officers, directors, holders of 5% or more of our capital stock and their respective affiliates beneficially owned approximately 4748.15% of our outstanding shares of common stock. Accordingly, our directors, executive officers and certain stockholders have significant influence over our affairs due to their substantial stock ownership coupled with their positions on our management team. For example, these stockholders may be able to control or influence elections of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transaction. This concentration of ownership may prevent or discourage unsolicited acquisition proposals or offers for our common stock that some of our stockholders may believe is in their best interest.

We are subject to the reporting requirements of federal securities laws, compliance with which involves significant time, expense and expertise.

We are a public reporting company and are subject to the information and reporting requirements of the Exchange Act and other federal securities laws, including the obligations imposed by the Sarbanes-Oxley Act of 2002. The ongoing costs associated with preparing and filing annual, quarterly and current reports, proxy statements and other information with the SEC in the ordinary course, as well as preparing and filing audited financial statements, are significant and may cause unexpected increases in operational expenses. Our present management team is relatively small and may be unable to manage the ongoing costs and compliance effectively. It may be time -consuming, difficult and costly for us to hire additional financial reporting, accounting and other finance staff in order to build and retain a management team with adequate expertise and experience in operating a public company.

We have never paid dividends on our capital stock, and we do not anticipate paying any cash dividends in the foreseeable future.

The continued operation and expansion of our business will require substantial funding. We have paid no cash dividends on any of our capital stock to date and we currently intend to retain our available cash to fund the development and growth of our business. Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will depend upon our results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our Board of Directors deems relevant. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Any return to stockholders will therefore be limited to the appreciation of their stock, which may never occur.

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Item 1B. Unresolved Staff Comments

Not applicable.

Item 1C. Cybersecurity

The Company recognizes the critical importance of cybersecurity in safeguarding sensitive information, maintaining operational resilience, and protecting stakeholders’ interests.

The Company has established a cybersecurity policy (i) designed with a comprehensive framework for identifying, assessing, mitigating, and responding to cybersecurity risks across the organization and (ii) which includes protocols to evaluate, recognize, and address significant risks, including those posed by cybersecurity threats. This strategy encompasses the utilization of standard traffic monitoring tools, educating personnel to identify and report abnormal activities, and partnering with reputable service providers capable of upholding security standards equivalent to or exceeding our own in order to minimize exposure to unnecessary risks across our operations. For cybersecurity, we collaborate with expert consultants and third-party service providers to provide industry-standard strategies aimed at identifying and mitigating potential threats or vulnerabilities within our systems. Additionally, the policy strategy has a comprehensive cyber crisis response plan to manage high severity security incidents, ensuring efficient coordination across the organization.

There have been no cybersecurity incidents which have materially affected us to date, including our business strategy, results of operations or financial condition. However, any future potential risks from cybersecurity threats, including but not limited to exploitation of vulnerabilities, ransomware, denial of service, supply chain attacks, or other similar threats may materially affect us, including our execution of business strategy, reputation, results of operations and/or financial condition. See Item 1A. Risk Factors — “Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.”

The Chief Executive Officer oversees our information security programs, including cybersecurity initiatives and cybersecurity incident response process. The Audit Committee of the Board of Directors oversees cybersecurity risk management activities, supported by Company management, the Board of Directors, and external consultants. We assess and prioritize risks based on potential impact, implement technical controls, and monitor third-party vendors’ security practices.

Item 2. Properties

Our corporate headquarters is a leased office located at 200 Park Avenue, Suite 400, Cleveland, Ohio. ~~The~~ Range ~~Reclamation~~Land ~~Entities~~owns ~~lease~~ an office building in Fola, West Virginia and Myra, Kentucky. We believe our current facilities are adequate to support our corporate strategy over the next 12 months.

Item 3. Legal Proceedings

From time to time, we may become involved in litigation that arises in the ordinary course of our business. Neither we nor any of our property is currently subject to any proceedings the adverse outcome of which, individually or in the aggregate, would have a material adverse effect on our financial position or results of operations.

Item 4. Mine Safety Disclosures

The information concerning mine safety violations and other regulatory matters is filed as Exhibit 95 to this Form 10-K pursuant to the requirements of Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104).

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock has been quoted through various over-the-counter quotation systems at various times since 2009. Our common stock currently trades on the OTCQB Markets under the symbol “RNGE.”

The following table sets forth the range of reported high and low closing bid quotations for our common stock for the fiscal quarters indicated as reported by OTCQB Markets Group. Common stock price reflects inter-dealer quotations, does not include retail markups, markdowns or commissions and does not necessarily represent actual transactions.

	High		Low
Fiscal Year Ended December 31, 2023
First Quarter ended March 31, 2023	$	0.20	$	0.15
Second Quarter ended June 30, 2023		0.20		0.15
Third Quarter ended September 30, 2023		0.20		0.10
Fourth Quarter ended December 31, 2023		0.37		0.12
Fiscal Year Ended December 31, 2024
First Quarter ended March 31, 2024	$	0.41	$	0.37
Second Quarter ended June 30, 2024		0.37		0.36
Third Quarter ended September 30, 2024		0.32		0.26
Fourth Quarter ended December 31, 2024		0.21		0.18
Fiscal Year Ended December 31, 2025
First Quarter ended March 31, 2025	$	0.20	$	0.15
Second Quarter ended June 30, 2025		0.23		0.13
Third Quarter ended September 30, 2025		0.21		0.14
Fourth Quarter ended December 31, 2025		0.21		0.13

Transfer Agent

The transfer agent and registrar for our common stock is Securities Transfer Corporation, 2901 North Dallas Parkway, Suite 380, Plano, Texas 75093.

Holders of Common Stock

As of March 2830, ~~2025~~2026, there were 7273 holders of record of our common stock.

Dividends

We have never declared or paid any cash dividends or distributions on our common stock. We currently intend to retain our future earnings, if any, to support operations and to finance expansion, and we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

Equity Compensation Plan Information

During the year ended December 31, ~~2024~~2025, we issued options to purchase ~~250~~1,700,000 shares of the Company’s common stock under the Range Impact, Inc. 2021 Stock Incentive Plan. Except as listed in the table below, as of December 31, ~~2024~~2025, we do not have any equity-based plans, including individual compensation arrangements, which have not been approved by our stockholders.

2420

The following table provides information as of December 31, ~~2024~~2025 with respect to our equity compensation plans:

Equity Compensation Plan Information

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted- average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

(a)

~~(a)~~

(b)

~~(b)~~

(c)

~~(c)~~

Equity compensation plans approved by security holders

1113,~~594~~193,~~210~~376

0.4540

32,~~900~~200,000

Total

1113,~~594~~193,~~210~~376

0.4540

32,~~900~~200,000

Item 6. Selected Financial Data

[Reserved].

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Certain statements contained in this Annual Report are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, and are subject to the “safe harbor” created by these sections. Future filings with the SEC, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may also contain forward-looking statements. Because such statements include risks and uncertainties, many of which are beyond our control, actual results may differ materially from those expressed or implied by such forward-looking statements. Some of the factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements can be found under the caption “Risk Factors” in Part I, Item 1A, and elsewhere in this Annual Report. The forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.

The following discussion should be read in conjunction with the financial statements and the accompanying notes for the periods ended December 31, ~~2024~~2025 and December 31, ~~2023~~2024 appearing elsewhere in this Annual Report. Our actual results could differ materially from those expressed or implied in any forward-looking statements as a result of various factors, including those set forth under the caption “Risk Factors” in Part I, Item 1A.

Items Affecting Comparability of Financial Results

~~During~~In the year ended December 31, ~~2023~~2024, the Company ~~purchased~~sold substantially all of the assets of Collins Building to its previous owner in exchange for the cancellation of all remaining debt owed to him. In the year ended December 31, 2025, the Company sold the remaining assets of Collins Building as described in more detail in Note 2 to the Consolidated Financial Statements included elsewhere in this Annual Report. ~~During~~All activity for Collins Building for the ~~year~~years ended December 31, 2024, ~~the~~and ~~Company~~2025 ~~sold~~are ~~substantially~~shown ~~all~~in ofdiscontinued operations. Additionally in the ~~assets~~year ofended ~~Collins~~December ~~Building~~31, to2025, the Company shifted its ~~previous~~ ~~owner~~strategy inaway ~~exchange~~from providing reclamation services for ~~the~~third ~~cancellation~~parties. All results of ~~all~~work ~~remaining~~performed ~~debt~~in ~~owed~~support toof ~~him~~third parties for the years ended December 31, as2024 ~~described~~and 2025 are included in ~~more~~discontinued ~~detail~~operations infor ~~Note~~the 2years then ended.

~~During~~In the ~~third~~year ~~quarter~~ended ofDecember 31, 2024, the Company sold all of its common stock in its wholly-owned subsidiary, Graphium Biosciences, Inc. In accordance with GAAP, assets and liabilities of discontinued operations are presented separately in the Consolidated Balance Sheets, and results of discontinued operations are reported as a separate component of consolidated net loss in the Consolidated Statements of Operations, for all periods presented, resulting in changes to the presentation of certain prior period amounts.

Plan of Operations

We are a public company dedicated to improving the health and wellness of people and the planet through a novel and innovative approach to impact investing. ~~We own and operate several complementary operating businesses focused on developing long-term solutions to environmental, social, and health challenges,~~ with a particular focus on acquiring, reclaiming and repurposing mine sites and other undervalued land in economically disadvantaged communities throughout Appalachia. We take an opportunistic approach to impact investing by leveraging our competitive advantages and looking at solving old problems in new ways. We seek to thoughtfully allocate our capital into strategic ~~opportunities~~ opportunities that are expected to make a positive impact on the people-planet ecosystem and generate strong investment returns for our shareholders.

2521

Critical Accounting Policies

Preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make certain estimates and assumptions which affect amounts reported in our consolidated financial statements. On an ongoing basis, we evaluate the accounting policies and estimates that are used to prepare financial statements. Management has made their best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. We do not believe that there is great likelihood that materially different amounts would be reported under different conditions or using different assumptions related to the accounting policies described below. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates.

Asset Retirement Cost and Obligations

Reclamation. Our asset retirement obligations arise from the Federal Surface Mining Control and Reclamation Act of 1977 and similar state statutes, which require that mine property be restored in accordance with specified standards and an approved reclamation plan. Significant reclamation activities include reclaiming refuse and slurry ponds, reclaiming the pit and support acreage at surface mines, sealing portals at deep mines, and the treatment of water. We determine the future cash flows necessary to satisfy our reclamation obligations on a permit-by-permit basis based upon current permit requirements and various estimates and assumptions, including estimates of disturbed acreage, cost estimates, and assumptions regarding productivity. We are also faced with increasingly stringent environmental regulations, much of which are beyond our control, which could increase our costs and materially increase our asset retirement obligations. Estimates of disturbed acreage are determined based on approved mining plans and related engineering data. Cost estimates are based upon third-party costs. Productivity assumptions are based on historical experience with the equipment that is expected to be utilized in the reclamation activities. Our asset retirement obligations are initially recorded at fair value. In order to determine fair value, we use assumptions including a discount rate and third-party margin. Each is discussed further below:

Discount Rate. Our asset retirement obligations are initially recorded at fair value. We utilize discounted cash flow techniques to estimate the fair value of our obligations. We base our discount rate on the rates of treasury bonds with maturities similar to expected mine lives and adjust for our credit standing as necessary after considering funding and assurance provisions. Changes in our credit standing could have a material impact on the valuation of our asset retirement obligations.

Third-Party Margin. The measurement of an obligation at fair value is based upon the amount a third party would demand to perform the obligation. Because we plan to perform a significant amount of the reclamation activities with internal resources, a third-party margin was added to the estimated costs of these activities. This margin was estimated based upon our historical experience with contractors performing similar types of reclamation activities. The inclusion of this margin will result in a recorded obligation that is greater than our estimates of our cost to perform the reclamation activities. If our cost estimates are accurate, the excess of the recorded obligation over the cost incurred to perform the work will be recorded as a reduction to amortization within our Consolidated Statements of Operations at the time that reclamation work is completed.

On at least an annual basis, we review our reclamation liabilities and make necessary adjustments for permit changes, if any, as granted by state authorities, additional costs resulting from accelerated mine closures, and revisions to cost estimates and productivity assumptions to reflect current experience and updated plans. At December 31, 2025, we recorded asset retirement obligation liabilities of $79,344,297, including amounts reported as current. While the precise amount of these future costs cannot be determined with certainty, as of December 31, 2025, we estimate that the aggregate undiscounted cost of final mine closures is approximately $129,445,432. Refer to Notes 4 and 5 to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for reclamation disclosures including a table summarizing the changes in asset retirement obligations for the year ended December 31, 2025.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

Business Combinations

Business combinations are accounted for using the purchase method of accounting under ASC 805, “Business Combinations.” This method requires the Company to record assets and liabilities of the businesses acquired at their estimated fair values as of the acquisition date. Any excess of the cost of the acquisition over the fair value of the net assets acquired is recorded as goodwill. Determining the fair value requires management to make estimates and assumptions including discount rates, rates of return on assets, and long-term sales growth rates.

Bargain purchases occur if the acquisition date amounts of the identifiable net assets acquired, excluding goodwill, exceed the sum of (1) the value of consideration transferred, (2) the value of any noncontrolling interest in the acquiree, and (3) the fair value of any previously held equity interest in the acquiree. ASC 805 requires the recognition of a gain for a bargain purchase. The FASB believes that a bargain purchase represents an economic gain, which should be immediately recognized by the acquirer in earnings. When a bargain purchase gain is recognized in a business combination, no goodwill is recognized.

Goodwill

As referenced by ASC 350 “Intangibles- Goodwill and ~~other~~Other” ~~(“ASC 350”)~~, management performs its annual test for goodwill at least annually or more frequently, if impairment indicators arise. At December 31, 2024, it was determined that the goodwill was fully impaired and resulted in a charge against earnings in the full amount of $751,421. This amount is included in the cost of our discontinued operations as presented for the year ended December 31, 2024.

Stock-Based Compensation

The Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation whereby the value of the award is measured on the date of grant and recognized for employees as compensation expense on the straight-line basis over the vesting period. Recognition of compensation ~~expense~~expenses for non-employees is in the same period and manner as if the Company had paid cash for the services.

Revenue Recognition

The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers”. The core principle of the revenue standard is that a company should recognize revenue by analyzing the following five steps;: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) each performance obligation is satisfied. The Company primarily invoices customers ~~and recognizes revenue on a periodic basis~~ for ~~equipment~~coal ~~and~~royalties ~~labor hours provided to a customer on a particular job based on an agreed-upon hourly rate sheet or a fixed amount for a project. The Company also invoices customers~~ and recognizes revenue ~~for~~on ~~equipment mobilization fees and materials and supplies required to complete~~ a ~~project.~~periodic ~~The~~basis ~~Company invoices for the sales of chemicals and recognizes revenue when the products are delivered to the customer’s designated site. Costs for equipment, labor and chemicals are generally expensed~~ as ~~incurred since~~ the ~~projects~~performance ~~are~~obligation ~~generally~~is ~~short-term and not subject to a contract~~satisfied. ~~The Company also invoices customers for the provision of environmental security services on an agreed-upon hourly rate for each project.~~

The Company ~~recognizes~~recognized revenue from contracts for financial reporting purposes over time. for operations included in discontinued operations. Progress toward completion of the Company’s contracts iswas measured by the percentage of cost incurred to date compared to estimated total costs for each contract. This method is was used because management ~~considers~~considered total cost to be the best available measure of progress on contracts. Because of inherent uncertainties in estimating costs, it iswas at least reasonably possible that the estimates used ~~will~~could have ~~change~~changed significantly ~~within the near term~~.

2623

Income Taxes

In accordance with ASC 740, “Income Taxes” ~~(“ASC 740”)~~, we account for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and the tax bases of assets and liabilities and are measured using the currently enacted tax rates. Specifically, we measure gross deferred tax assets for deductible temporary differences and carryforwards, such as operating losses and tax credits, using the applicable enacted tax rates and apply the more likely than not measurement criterion. Further, at each interim reporting period, we estimate an effective income tax rate that is expected to be applicable for the full year. Significant judgment is involved regarding the application of income tax laws and regulations and when projecting the jurisdictional mix of income. Additionally, interpretation of tax laws, court decisions or other guidance provided by taxing authorities influences our estimate of the effective income tax rate.

Recent Accounting Pronouncements

Please refer to Footnote 1 of the accompanying consolidated financial statements for management’s discussion of recent accounting pronouncements.

Results of Operations

Years Ended December 31, ~~2024~~2025 and December 31, ~~2023~~2024

The following table sets forth our results of operations for the years ended December 31, ~~2024~~2025 and ~~2023~~2024.

	Year Ended December 31, 2024			Year Ended December 31, 2023
	Year Ended December 31, 2025			Year Ended December 31, 2024
Revenues	$	93,~~011~~710,~~081~~714		$	~~19,346,306~~-
Cost of services		9,895,209			13,111,497
Costs and expenses:
Gross profit/(loss)		(884,128	)		6,234,809
Cost of services		183,191			385,265
Operating Expenses:
Depreciation of property and equipment		78,383			89,947
General and administrative		2,655,970			4,021,556
Amortization of long-term intangible assets		1,098,737			-
Total operating expenses		2,655,970			4,021,556
Accretion of asset retirement obligations		1,912,968			-
Income (loss) from operations		(3,540,098	)		2,213,253
General and administrative expenses		2,177,299			1,677,326
Other Income/(Expense):
Total costs and expenses		5,450,578			2,152,538
Gain on bargain purchase		-			1,875,150
Loss from continuing operations		(1,739,864	)		(2,152,538	)
Other income		63,170			-
Other income (expense):
Goodwill impairment		(751,421	)		-
Gain on bargain purchase		21,928,500			-
Fixed asset impairment		(738,913	)		-
Other income		83,627			39,227
Loss on sale of fixed assets		(3,677,500	)		-
Fixed asset impairment		(831,027	)		(738,913	)
Interest expense		(617,422	)		(505,917	)
Gain on disposal of asset retirement obligations		2,444			-
Interest income		7,405			7,458
Gain on sale of fixed assets		1,085			-
Total other income (expense)		(5,714,681	)		1,376,691
Interest expense		(252,279	)		(255,972	)
Income (loss) from continuing operations before income tax		(9,254,779	)		3,589,944
Interest income		353			7,405
Income tax expense attributable to continuing operations		(77,368	)		-
Total other income (expense)		20,932,703			(948,253	)
Income (loss) from continuing operations		(9,332,147	)		3,589,944
Income (loss) from continuing operations before income tax		19,192,839			(3,100,791	)
Loss from discontinued operations		(465,936	)		(458,889	)
Income tax expense attributable to continuing operations		-			(77,368	)
Net income (loss)	$	(9,798,083	)	$	3,131,055
Income (loss) from continuing operations		19,192,839			(3,178,159	)
Loss from discontinued operations		(25,161	)		(6,619,924	)
Net income (loss)	$	19,167,678		$	(9,798,083	)

The Company’s revenue during the year ended December 31, 2024 was $9,011,081 ~~compared~~derived from reclamation services provided to ~~$19~~third parties. However,~~346,306~~ ~~for~~during 2025, the ~~year~~Company’s ~~ended~~business ~~December~~strategy evolved from a service-based business model to a land ~~31,~~ownership ~~2023~~business (model. As a ~~decrease~~result of ~~$10~~this change,~~335~~ our revenue source from reclamation services is now included in discontinued operations,~~225).~~ ~~During~~including all revenues for the year ended December 31, 2024,. For the ~~gross~~year ~~loss~~ended ~~was~~December ~~$(884~~31,~~128)~~ ~~compared~~2025, tothe ~~gross profit~~Company of generated $63,~~234~~710,~~809~~714 ~~during~~from ~~the~~consulting ~~year~~and royalty revenues. Ongoing costs of services in both years ended December 31, ~~2023~~2024 (aand ~~decrease~~December ~~of $7~~31,~~118,937).~~ 2025 ~~The~~relate ~~significant~~primarily ~~reduction~~to inwages. ~~revenue~~Further, ~~is attributable~~due to athe ~~decrease~~shift in ~~revenues~~strategy, atoperating ~~Range~~expenses ~~Natural~~from ofthe ~~$8,230,685~~year inended December 31, 2024 which ~~compared~~will tobe ~~2023~~continuing ~~due~~were to$2,152,538 ~~reduced~~compared ~~mining~~to ~~activity resulting~~$5,450,578 ~~from~~for the ~~failure~~year ofended ~~the~~December ~~Company’s~~31, ~~mining~~2025. ~~subcontractor~~This ~~that~~increase ~~reduced~~is primarily due to the ~~amount~~amortization of ~~coal~~long-term ~~mined~~intangible ~~and~~assets ~~sold during the year~~ and ~~that~~accretion ~~Range~~of ~~Environmental~~asset ~~had~~retirement aobligations ~~large~~which ~~non-recurring~~were ~~project~~established induring ~~2023~~the year ~~that~~ended ~~contributed~~December $231,~~902,088~~ ~~in revenue~~2025.

During the year ended December 31, ~~2024~~2025, wecontinuing ~~incurred~~ general and administrative expenses inwere ~~the aggregate amount of~~ $2,~~655~~177,~~970~~299 compared to $41,~~021~~677,~~556~~326 incurred during the year ended December 31, ~~2023~~2024 (aan ~~decrease~~increase of $1499,~~365,586~~973). General and administrative expenses generally include corporate overhead, salaries and other compensation costs, financial and administrative contracted services, consulting costs and travel expenses. The largest ~~decreases~~increases related to (i) ~~the~~insurance ~~general~~bond ~~and~~premiums ~~administrative expenses incurred by our Range Reclaim segment (not including Range Natural)~~ of $1383,~~072,984~~158 ~~during~~and ~~the~~property ~~year~~taxes ~~ended December 31, 2024, compared to $1,646,627 incurred during the year ended December 31, 2023 (a decrease~~ of $~~573~~140,~~643),~~549 ~~which was due to the sale of Collins Building property and equipment~~ in ~~2024~~our ~~and significantly decreased activity in the~~ Range ~~Reclaim~~ Land segment ~~during~~related to the ~~year~~Fola ~~ended~~Acquisition ~~December~~in ~~31,~~March ~~2024~~2025; and (ii) ~~the~~increased ~~general~~stock ~~and~~option ~~administrative~~compensation ~~expenses~~expense ~~recorded for the Corporate segment decreased~~ of $~~621~~246,~~005~~020 during the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024, ~~which~~offset ~~was~~by ~~primarily due to~~ a ~~decrease of~~ $~~321~~274,~~070~~162 ~~in stock option compensation, a $102,601~~ decrease in insurance and employee ~~benefit~~ costs~~, and a decrease of $94,676 in legal and accounting fees~~.

During the year ended December 31, 2024, we incurred research and development expenses of $465,936 ~~compared to $458,889 incurred during the year ended December 31, 2023 (an increase of $7,047)~~. All of these expenses were incurred byin connection with the Company’s (discontinued) Drug Development business ~~segment. The Company’s research~~ and ~~development~~are ~~personnel~~presented ~~expenses~~as ~~were~~discontinued ~~$295,300 during the year ended~~operations. ~~December~~There ~~31,~~were ~~2024,~~no ~~compared~~research toand ~~$274,912~~development ~~for~~expenses in the year ended December 31, ~~2023 (an increase of $20,388)~~2025. ~~These expenses are presented as discontinued operations.~~

2724

During the year ended December 31, ~~2024~~2025, the Company recorded ~~other~~bargain ~~expense~~purchase ofgains ~~$(5,714,681),~~related consisting of a loss on sale of assets of $3,677,500 in connection with the disposition of the Collins Building assets, goodwill impairment of $751,421, fixed asset impairment of $738,913 and interest expense of $617,422, offset by other income of $63,170 and interest income of $7,405, compared to ~~other income of $1,376,691 during~~ the ~~year~~Fola ~~ended~~Acquisition ~~December 31, 2023, consisting of a gain on bargain purchase of $1,875,150~~ and ~~interest income of $7,458, offset by interest expense of $505,917 during~~ the ~~year~~Premier-Cambrian ~~ended~~Acquisition ~~December~~totaling ~~31, 2023 (a decrease of~~ $721,~~091~~928,~~372)~~500. ~~$3,043,799~~There ofwere ~~the~~no ~~loss~~bargain onpurchase ~~sale~~gains ~~of assets~~ in the year ended December 31, ~~2024~~ ~~was the same group of assets which recorded a $1,875,150 gain on bargain purchase in year ended December 31, 2023. Based on the overall condition of the resale market for large scale equipment in~~ 2024~~, the Company incurred larger-than-expected losses on disposal of its equipment~~. ~~These~~See ~~market~~Notes ~~conditions~~4 ~~also~~and ~~contributed~~5 to ~~management’s assessment and impairment of a group of assets that were held for sale as of December 31, 2024. Based on~~ the ~~past~~Consolidated ~~two~~Financial ~~years~~Statements ofincluded ~~accumulated~~elsewhere ~~losses, changes~~ in ~~customers~~this ~~and~~Annual ~~workstreams~~Report ~~coupled~~for ~~with~~more ~~issues~~details ~~hiring~~related ~~and~~to ~~retaining~~these qualified operations management and crews at Range Environmental, management’s analysis supports a full impairment of the goodwill that was associated with the 2022 purchase of Range Environmental in the amount of $751,421transactions.

~~The net~~In ~~loss during~~ the year ended December 31, 2024, ~~was~~the ~~$(9,798,083)~~Company ~~compared~~designated tocertain ~~net~~non-core ~~income~~equipment ofsubject ~~$3,131,055~~to ~~for~~financing ~~the~~agreements ~~year~~as ~~ended~~held ~~December~~for sale and ~~31,~~recognized ~~2023~~an (aimpairment ~~worsening~~loss of $12738,~~929,138).~~913 ~~The~~on ~~decline~~this ingroup ~~year~~of ~~over~~assets ~~year~~based ~~net~~on ~~income~~the isoverall ~~primarily~~depressed ~~due~~condition toof the ~~year~~resale ~~over~~market ~~year decrease in~~for ~~gross~~large ~~profit~~scale ofconstruction ~~$7,118,937~~and ~~which~~mining ~~was~~equipment ~~primarily~~at ~~derived~~that ~~from~~time. ~~losses~~During ~~incurred~~the inyear ~~the~~ended ~~operations~~December of31, 2025, the ~~Range~~Company ~~Reclaim~~surrendered ~~segment~~this ~~coupled~~non-core ~~with~~equipment ~~the~~to ~~loss~~its onequipment ~~sale~~lenders and incurred deficiency claims of ~~assets~~$831,027 ~~goodwill~~based ~~impairment,~~on ~~and~~the ~~fixed~~net ~~asset~~sale ~~impairment~~proceeds ~~(combined~~received ~~$5,167,834)~~by the equipment lenders from its sale of the surrendered equipment.

During the year ended December 31, 2025, the Company recorded other income of $83,627 compared to $39,227 for the year ended December 31, 2024 (an increase of $44,400). Interest expense decreased $3,693 for the year ended December 31, 2025 compared to the year ended December 31, 2024 due to lower debt balances. Interest income also decreased by $7,052 for the year ended December 31, 2025 compared to the year ended December 31, 2024 due to lower interest rates and lower cash balances.

During the year ended December 31, 2024, the Company recorded other expenses, consisting of (i) a loss on sale of assets of $3,677,500 in connection with the disposition of the Collins Building assets and (ii) goodwill impairment of $751,421. These expenses are presented as discontinued operations for the year ended December 31, 2024.

The Company’s net income during the year ended December 31, 2025 was $19,167,678 compared to net loss of $(9,798,083) for the year ended December 31, 2024 (an increase of $28,965,761) due to the addition of $21,928,500 of bargain purchase gains recognized in connection with the Fola Acquisition and the Premier-Cambrian Acquisition during the year ended December 31, 2025, and the elimination of $6,619,924 of losses from discontinued operations related to the performance of reclamation services for third parties during the year ended December 31, 2024.

Liquidity and Capital Resources

As of December 31, ~~2024~~2025, we had an accumulated deficit of $5637,~~879~~712,~~882~~204.

As of December 31, ~~2024~~2025, we had total current assets of $42,~~293~~758,~~046~~305, primarily comprised of cash of $~~167~~2,~~286~~110,171, accounts receivable of $3617,~~209~~929,~~070,~~ and ~~equipment~~short-term ~~held~~deposits ~~for~~and ~~sale~~prepaid accounts of $~~733~~30,~~613~~205. As of December 31, ~~2024~~2025, we had total current liabilities of $3,~~543~~702,~~609~~816, primarily consisting of the current portion of long-term debt in the amount of $~~789~~400,~~719~~000, accounts payable ~~and accrued expenses~~ of $~~753~~1,~~890~~136,907, and ~~lines~~accrued ofexpenses ~~credit~~ of $2,~~000~~165,~~000~~909. As a result, on December 31, ~~2024~~2025, the Company had negative working capital of $~~749~~944,~~437~~511. AtOn December 31, ~~2023~~2024, the Company had positive working capital of $~~753~~749,~~756~~437.

As of December 31, ~~2024~~2025, the Company had long-term assets of $1120,~~899~~478,~~669~~387, comprised of net equipment assets of $115,375, land of $42,548,402 and long-term intangible assets of $77,814,610. As of December 31, ~~2024~~2025, the Company had long-term liabilities of $181,~~814~~744,~~701~~297, comprised of long-term debt, net of current portion of $1,400,000, long term deposits held of $1,000,000, and asset retirement obligations of $79,344,297.

Sources of Capital

Based on the Company’s current corporate strategy, its net operating losses for the 12 months following December 31, ~~2024~~2025 are ~~expected~~ expected to be approximately $~~500~~1,800,000, which is comprised of general operating expenses partially offset by revenue generated by the ~~Range~~ ~~Reclaim and~~ Range ~~Security~~ Land business ~~segments~~segment. Based on the Company’s cash balance of $~~167~~2,~~286~~110,171, and its estimated net operating losses of approximately $~~500~~1,800,000 for the 12-month period ending December 31, ~~2025~~2026, the Company estimates that it may not have sufficient funds to operate its business over the next 12 months. The Company is actively managing its working capital to generate additional cash flow and is actively seeking additional financing to fund its currently estimated level of operations.

Our estimated total expenditures for the 12-month period ending December 31, ~~2025~~2026 could increase if we encounter unanticipated lower revenues and higher expenses in connection with operating our business as presently planned. In addition, our estimates of the amount of cash necessary to fund our business may prove to be too low, and we could spend our available financial resources much faster than we currently expect. If we cannot generate operating revenues or raise the capital necessary to continue toexpanding ~~develop~~ our business, we will be forced to delay, scale back or eliminate some or all of our proposed operations. If any of these were to occur, there is a substantial risk that our business would fail.

Since inception, we have primarily funded our operations through equity and debt financings. Until such time as our operating businesses ~~are~~ are consistently cash flow positive, we expect to continue funding our operations, at least in part, through equity and debt financings. However, sources of additional funds may not be available when needed, on acceptable terms, or at all. If we issue equity or convertible debt securities to raise additional funds or to fund, in whole or in part, acquisitions in furtherance of our business strategy, our existing stockholders may experience substantial dilution, and the new equity or debt securities may have rights, preferences and privileges senior to those of our existing stockholders. If we incur additional debt, it may increase our leverage relative to our earnings or to our equity capitalization, requiring us to ~~pay~~incur additional interest expenses. Obtaining commercial loans, assuming those loans ~~would~~are be available, would increase our liabilities and future cash commitments. Moreover, regardless of the manner in which we seek to raise capital, we may incur substantial costs in those pursuits, including investment banking fees, legal fees, accounting fees, and other related costs.

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Net Cash Provided By (Used in) Operating Activities

For the year ended December 31, ~~2024~~2025, net cash ~~used~~generated inby operating activities was $1123,~~591,426~~028 compared to net cash ~~provided~~used by operating activities of $~~438~~1,~~637~~591,426 for the year ended December 31, ~~2023~~2024 (aan ~~decrease~~increase of $21,~~030~~714,~~063~~454). This ~~decline~~increase was primarily attributable to to (i) our net ~~loss~~profit of $919,~~798~~167,~~083~~678 for the year ended December 31, ~~2024~~2025 compared to a net ~~profit~~loss of $39,~~131~~798,~~055~~083 for the year ended December 31, ~~2023~~2024, (ii) aaccretion ~~decrease~~of inasset ~~accounts~~retirement ~~receivable~~obligations ~~(including~~of ~~unbilled~~$1,912,968, ~~receivables~~(iii) amortization of long-term intangible assets of $31,~~976~~098,~~341~~737, (~~iii~~iv) andepreciation ~~increase~~of inproperty ~~the cash~~and ~~adjustment~~equipment ~~for~~from ~~asset~~continued ~~disposals~~and discontinued operations of $3170,~~677~~291,~~400~~ (v) stock compensation expense of $311,480, (ivvi) an increase in the cash adjustment for ~~goodwill~~asset ~~impairment~~disposals of $~~751~~878,~~421~~269, (vvii) an increase in accounts ~~the~~payable ~~cash~~related ~~adjustment~~to ~~for~~continuing ~~equipment~~and ~~impairment~~discontinued operations of $~~738~~358,~~913~~903, and (viviii) ~~depreciation~~a decrease in prepaid expense of $113,~~868~~913,~~997~~ offset by ~~a decrease~~the ingain ~~accounts~~on ~~payable~~bargain purchase of $321,~~157~~928,~~453.~~500, ~~Net~~a ~~cash~~decrease ~~provided~~in byaccounts ~~operating activities~~receivable ~~during~~(including ~~the~~unbilled ~~year~~and ~~ended~~contract receivables) ~~December~~of 31$213, ~~2023~~021, ~~consisted primarily of~~ a ~~net~~decrease ~~profit~~in ofaccrued ~~$3,131,055,~~expenses anfrom ~~increase~~continuing inand ~~accounts payable~~discontinued operations of $3149,~~480~~192,~~206~~ ~~and~~a ~~depreciation~~decrease in deposits of $115,~~781~~395,~~573~~ ~~offset~~a bygain anon ~~increase~~asset inretirement obligation ~~accounts~~disposal ~~receivable~~ of $62,~~204,026~~444 and ~~stock-based compensation~~cash paid for asset retirement obligations of $~~386~~1,~~530~~479,574.

Net ~~Cash~~cash ~~Used~~used in ~~Investing~~operating ~~Activities~~ activities during the year ended December 31, 2024, consisted primarily of a (i) net loss of $9,798,083, (ii) a decrease in accounts receivable (including unbilled and contract receivables) of $4,069,297, (iii) an increase in the cash adjustment for asset disposals of $3,677,400, (iv) an increase in the cash adjustment for goodwill impairment of $751,421, (v) an increase in the cash adjustment for equipment impairment of $738,913, and (vi) depreciation of property and equipment of $1,868,997 offset by a decrease in accounts payable of $3,157,453.

~~For~~Net ~~the~~Cash ~~year~~Provided ~~ended~~By ~~December~~Investing 31, 2024, net cash provided by investing activities was $430,100, which consisted of $270,000 received from sale of equipment, $160,000 in insurance policy proceeds from a casualty loss, and $100 received from the sale of the Graphium subsidiary. For the year ended December 31, 2023, net cash used in investing activities was $7,162,811, which consisted primarily of $4,035,250 of long-term debt issued and $1,000,000 paid for the Collins Building acquisition, $1,118,664 for equipment purchased primarily by the Range Reclaim segment, and $1,008,897 for land purchases by the Range Land segment.Activities

~~Net~~For ~~Cash~~the ~~Provided~~year Byended ~~Financing~~December ~~Activities~~ 31, 2025, net cash provided by investing activities was $1,392,000, which consisted of $1,000,000 received as a deposit on two option agreements related to the Premier-Cambrian Acquisition, $492,000 proceeds from equipment sales, and $100,000 used for asset purchases. For the year ended December 31, 2024, net cash provided by investing activities was $430,100, which consisted of $270,000 received from sale of equipment, $160,000 in insurance policy proceeds from a casualty loss, and $100 received from the sale of the Graphium subsidiary.

~~For the year ended December 31, 2024, net cash used in financing activities was $848,188 compared to net cash provided by financing activities of $8,458,605 for the year ended December 31, 2023.~~ Net ~~cash used in financing activities for the year ended December 31,~~ ~~2024~~Cash ~~consisted~~Provided ofBy ~~$1,848,188~~(Used ofIn) ~~long-term~~Financing equipment debt and bank credit line pay-downs offset by $1,000,000 received from the issuance of common stock. Net cash provided by financing activities for the year ended December 31, 2023 consisted of $3,110,000 received from the issuance of common stock and warrants, proceeds of $4,035,250 from long-term debt issued for the Collins Building acquisition and proceeds of $2,400,000 from lines of credit, offset by the repayment of long-term debt of $1,650,659.Activities

For the year ended December 31, 2025, net cash provided by financing activities was $427,857, which consisted of $1,150,000 received from the issuance of common stock offset by $522,143 of long-term equipment debt payments and $200,000 of net payments on a bank credit line. For the year ended December 31, 2024, net cash used in financing activities was $848,188 and consisted of $1,848,188 of long-term equipment debt and bank credit line pay-downs offset by $1,000,000 received from the issuance of common stock.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that would be material to stockholders.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 8. Financial Statements and Supplementary Data

The financial statements required by this item are set forth at the end of this Annual Report beginning on page F-1 and are incorporated herein by reference.

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

None.

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Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to management, including our principal officers, as appropriate to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of December 31, ~~2024~~2025 and have concluded that our disclosure controls and procedures were effective as of December 31, ~~2024~~2025.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15. Internal control over financial reporting is defined in Rule 13a-15(f) and 15(d)-15(f) under the Exchange Act as a process designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements. Management conducted an assessment of the Company’s internal control over financial reporting as of December 31, ~~2023~~2025 based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (COSO). Based on the assessment, management concluded that, as of December 31, ~~2024~~2025, the Company’s internal controls over financial reporting were effective.

Changes in Internal Control over Financial Reporting

There are no changes in our internal control over financial reporting during the year ended December 31, ~~2024~~2025, that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

Set forth below is certain information regarding our current directors and executive officers:

Name	Position	Age	Director/Executive Officer Since
Edward Feighan (2)(3)	Chairman of the Board of Directors	7778	November 2018
Richard Celeste (1)(2)(3)	Director	8788	January 2019
Michael Cavanaugh	Director and Chief Executive Officer	5051	November 2018 / May 2019
Patricia Missal	Chief Financial Officer	5556	April 2024

(1) Member of Audit Committee

(2) Member of Compensation Committee

(3) Member of Nomination and Corporate Governance Committee

Business Experience

The following is a brief account of the education and business experience of our current directors and executive officers:

Edward Feighan, Chairman, is currently the Chairman and CEO of Covius LLC, a privately-held firm providing a range of services to the ~~mortgage~~ mortgage securitization industry. Mr. Feighan ~~has~~is ~~been~~a anmember ~~owner~~of ~~and~~the ~~Director~~board of directors of Continental Heritage Insurance Company, ~~an early leader in the~~a ~~cannabis~~specialty insurance ~~market~~company ~~which~~that provides surety bonds and other insurance solutions, toand ~~the~~of ~~emerging~~its ~~cannabis~~parent ~~markets~~corporation, ~~for~~Continental Heritage ~~more~~Holding ~~than~~Company. ~~twenty~~From April 2025 to February 2026, Mr. Feighan served as a member of the board of directors of Titan Environmental ~~years~~Solutions, Inc. ~~Previously~~(OTC: TESI), a publicly-held provider of non-hazardous solid waste and recycling collection, transportation and disposal services. Mr. Feighan previously served as Chairman and CEO of ProCentury Insurance Corporation (NASDAQ: PROS) from its IPO in 2004 until ~~the~~ its sale ~~of the company to another public insurance group~~ in 2008. In 1996, Mr. Feighan was the founding CEO of Century Business Services (NYSE: CBZ). Mr. Feighan held elective office in Cleveland, Ohio for twenty consecutive years from 1973 to 1993. After being elected to three terms in the Ohio House of Representatives from 1973 to 1979, Mr. Feighan served a four-year term as a Cuyahoga County Commissioner in the State of Ohio. Subsequently, Mr. Feighan served five terms as a Member of the United States House of Representatives from 1983 to 1993. During those ten years, Mr. Feighan served on the U.S. House Judiciary Committee and Foreign Affairs Committee. Mr. Feighan ~~earned~~ earned his law degree from Cleveland State University in 1978. The Board believes Mr. Feighan’s extensive operational and executive experience with growth companies pursuing business combination transactions, as well as his fundraising and regulatory insight and ~~public~~ public service experience, provides the Company with a critical voice and perspective as the Company continues to develop its business and grow its operations.

Richard Celeste, Director, is a consultant and Founding Chair and Member of the Board of the US Olympic Museum (Colorado Springs, CO).,. In addition, Mr. Celeste serves on the Boards of ~~Battelle for Kids (Columbus, OH),~~ Global Communities (Silver Springs, MD), Organic India USA (Boulder, CO), and Fabindia Ltd. (India). Mr. Celeste served as the Director of the United States Peace Corps from 1979-1981, as Governor of Ohio from 1983 to 1991, and as the United States Ambassador to India from 1997 to 2001. Mr. Celeste also served as the President of Colorado College from 2002-2011. The Board believes Mr. Celeste’s fundraising and regulatory insight and public service experience provides the Company with a critical voice and perspective as the Company continues to develop its business and grow its operations.

Michael Cavanaugh, Chief Executive Officer and Director, is currently the Chief Investment Officer of Tower 1 Partnership, LLC, ~~an investment~~a ~~firm~~single-member family office of the Company’s largest shareholder focused on private and public investments in a variety of industries, Managing Partner and Co-Founder of Atlas Resolution Partners LLC, an advisory firm focused on resolving complex private capital fund issues, and manager of several affiliated investment partnerships. In 2018, Mr. Cavanaugh was Managing Director and Chief Financial Officer of Kaulig Companies, a single-member family office with interests in private equity, real estate and wealth management. From 2016 to 2018, Mr. Cavanaugh was a Managing Director of Conway MacKenzie, a national turnaround consulting firm, where he established and managed the firm’s Cleveland, Ohio office and provided interim management and restructuring services to distressed and underperforming businesses. From 2006 to 2009 and again from 2011 to 2015, Mr. Cavanaugh ~~was~~served as an executive with Resilience Capital Partners, a private equity firm focused on special situation control equity investments, where he served in ~~several~~ several capacities, including as a Partner and member of the firm’s Investment Committee and as an officer and director of numerous portfolio companies. Mr. Cavanaugh received a B.A. from Columbia University in 1996, an M.B.A. from the University of Michigan Business School in 2003, and a J.D. from the University of Michigan Law School in 2003. The Board believes Mr. Cavanaugh’s extensive executive management experience and financial, legal and capital raising expertise is valuable to the Company as it continues to develop its business and grow its operations.

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Patricia Missal, Chief Financial Officer, ~~joined~~has served as Chief Financial Officer of the Company insince ~~January~~April ~~2023~~2024 and previously as Controller of the Company from January 2023 to April 2024. ~~She~~Ms. ~~has~~Missal previously served as the Chief Financial Officer of Lux Global Label Company from August 2019 to February 2020, and then again from June 2021 to December 2022. She also served as Chief Financial Officer of Thirty-One Gifts, LLC from December 2019 to June 2021, and as Chief Financial Officer of Aero Communications, Inc. from September 2011 to June 2019. Ms. Missal, ~~earned~~a CPA, received her ~~MBA~~BSBA ~~from~~in ~~Cleveland~~Accounting ~~State~~from Ashland University and her ~~undergraduate~~MBA ~~degree in Accountancy~~ from ~~Ashland~~Cleveland State University. She is a member of the AICPA and the Ohio Society of CPAs.

Term of Office

In accordance with our Bylaws, our directors are elected at each annual meeting of stockholders and serve until the next annual meeting of stockholders or until their successor has been duly elected and qualified, or until their earlier death, resignation or removal.

Director Independence

Pursuant to its charter, the Nomination and Corporate Governance Committee reviews the independence of each director annually and makes recommendations to the Board based on its findings. During these reviews, the Nomination and Corporate Governance Committee is to consider transactions and relationships between each director (and his or her immediate family and affiliates) and the Company and our management in order to determine whether any such transactions or relationships are inconsistent with a determination that the director was independent under the independence standards established by the Board from time to time and under the applicable rules of any applicable stock exchange, except to the extent permitted by such rules. While the Nomination and Corporate Governance Committee did not conduct its annual review of director independence in ~~2024~~2025, the Board has determined that all of our directors are independent other than Mr. Cavanaugh, our Chief Executive Officer. Accordingly, our Board of Directors is comprised of a majority of independent directors.

Board and Committee Meetings

The Board of Directors held six meetings during the year ended December 31, ~~2024~~2025. The directors also, on occasion, communicate informally to discuss the affairs of the Company and, when appropriate, take formal action by written consent of all of the directors, in accordance with our Certificate of Incorporation, Bylaws and Nevada law. Our Board has three standing committees: the Audit Committee, the Compensation Committee and the Nomination and Corporate Governance Committee. Members of such committees met formally and informally from time to time throughout the year ended December 31, ~~2024~~2025 on committee matters, with the Audit Committee holding four meetings, the Compensation Committee holding one meeting, and the Nomination and Corporate Governance Committee holding no meetings. Each director attended, in person or by telephone, 100% of the meetings of the Board and any committee of which he ~~or she~~ was a member.

3229

Attendance at Annual Meeting

Although the Company does not have a policy with respect to attendance by members of the Board of Directors at its annual meeting of stockholders, all directors are encouraged to attend.

Committees

General. The Board of Directors has three standing committees: an Audit Committee, a Compensation Committee, and a Nomination and Corporate Governance Committee.

Audit Committee. Mr. Celeste is currently the sole member of our Audit Committee. Our Board has determined that Mr. Celeste is independent within the meaning of applicable SEC rules and qualifies as an audit committee financial expert, as such term is defined in Item 407(d)(5)(ii) of SEC Regulation S-K. The Audit Committee has oversight responsibilities for, among other things: the preparation of our financial statements; oversight of our financial reporting and disclosure processes; the administration, maintenance and review of our system of internal controls regarding accounting compliance; the appointment of our independent registered public accounting firm and review of its qualifications and independence; the review of reports, written statements and letters from our independent registered public accounting firm; and our compliance with legal and regulatory requirements in connection with the foregoing.

Compensation Committee. The Compensation Committee currently consists of Messrs. Feighan and Celeste, with Mr. Feighan serving as Chairman. Our Board has determined that Messrs. Feighan and Celeste meet the definition of a “non-employee director” under Rule 16b-3 under the Securities Exchange Act of 1934, as amended, the requirements of Section 162(m) of the Internal Revenue Code for “outside directors.” The duties of our Compensation Committee include, without limitation: reviewing, approving and administering our compensation programs and arrangements to ensure that they are effective in attracting and retaining key employees and reinforcing business strategies and objectives; determining the objectives of our executive officer compensation programs and the specific objectives relating to CEO compensation, including evaluating the performance of the CEO in light of those objectives; approving the compensation of our other executive officers and our directors; review and recommend for approval by the Board the frequency with which the Company should submit to the stockholders an advisory vote on the compensation of the Company’s named executive officers, taking into account any prior stockholder advisory vote on the frequency with which the Company shall hold a stockholder advisory vote on compensation of the Company’s named executive officers; and administering our as-in-effect incentive-compensation and equity-based plans. In making its compensation decisions and recommendations (other than with respect to the compensation of our Chief Executive Officer), the Compensation Committee takes into account the recommendation of our Chief Executive Officer. Other than giving his recommendation, our Chief Executive Officer does not participate in the Compensation Committee’s decisions regarding his own compensation.

Nomination and Corporate Governance Committee. The Nomination and Corporate Governance Committee of our Board of Directors currently consists of Messrs. Feighan and Celeste, with Mr. Feighan serving as Chairman. The responsibilities of the Nomination and Corporate Governance Committee include, without limitation: assisting in the identification of nominees for election to our Board of Directors, consistent with approved qualifications and criteria; determining the composition of the Board of Directors and its committees; recommending to the Board of Directors the director nominees for the annual meeting of stockholders; establishing and monitoring a process of assessing the effectiveness of the Board of Directors; developing and overseeing a set of corporate governance guidelines and procedures; and overseeing the evaluation of our directors and executive officers. In considering potential new directors, the Committee may review individuals from various disciplines and backgrounds. Among the qualifications to be considered in the selection of candidates are broad experience in business, finance or administration; familiarity with the Company’s industry; and prominence and reputation. Our Board of Directors does not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee. Our Board of Directors does not have a policy with regard to the consideration of diversity in identifying director candidates, but our Board of Directors believes that the backgrounds and qualifications of its directors, considered as a whole, should provide a composite mix of experience, knowledge, and abilities that will allow our Board of Directors to fulfill its responsibilities. The Board does not currently use an independent search firm in identifying candidates for service on the Board.

3330

Board Leadership Structure

Mr. Feighan serves as Chairman of the Board, a position he has held since November 2018. The Company has determined its current structure to be most effective as the Chairman serves as a liaison between its directors and management and helps to maintain communication and discussion among the Board and management, while allowing the CEO to focus on the execution of business strategy, growth and development. The Chairman serves in a presiding capacity at Board meetings and has such other duties as are determined by the Board from time to time.

The Board’s Role in Risk Oversight

Our Board oversees the Company’s risk management efforts by reviewing information provided by management in order to oversee risk identification, risk management, and risk mitigation strategies. Our Board committees assist the Board in overseeing our material risks by focusing on risks related to the particular area of concentration of that committee. For example, our Compensation Committee oversees risks related to our executive compensation plans and arrangements, our Audit Committee oversees the financial reporting, internal control and related-party transaction risks, and our Nomination and Corporate Governance Committee oversees risks associated with the business conduct of the Company. Each committee reports its discussions of the applicable relevant risks at such Board meetings as appropriate. The full Board of Directors incorporates the insight provided by these reports into its overall risk management analysis.

Communications with Directors

Stockholders may communicate their concerns directly to the entire Board of Directors or specifically to non-management directors. Such communication can be confidential or anonymous, if so designated, and may be submitted in writing to the following address:

Board of Directors

Range Impact, Inc.

c/o Michael Cavanaugh

200 Park Avenue, Suite 400

Cleveland, Ohio 44122

All communications received as described above will be opened by our Secretary for the sole purpose of determining whether the contents constitute a communication to our directors. Any contents that are not in the nature of advertising, promotions of a product or service, or patently offensive material will be forwarded promptly to the director or directors to whom it is addressed. In the case of communications to our Board of Directors or to any group of directors, our Secretary will make sufficient copies of the contents to send to each addressee.

Compensation Committee Interlocks and Insider Participation

During the year ended December 31, ~~2024~~2025, none of our executive officers or directors was a member of the board of directors of any other company where the relationship would be construed to constitute an interlocking relationship (as described in Item 407(e)(iii) of SEC Regulation S-K).

Code of Business Conduct and Ethics/Insider Trading Policy

The Company’s Code of Business Conduct and Ethics applies to all of its employees, including its Chief Executive Officer and its Chief Financial Officer. The Code of Business Conduct and Ethics and all Committee charters are posted on the Company’s website at https://rangeimpact.com/investors/. In addition, the Company has adopted a Policy on Insider Trading and Confidentiality that applies to all officers, directors, employees, contractors and consultants to the Company and its subsidiaries, prohibiting any of them, or members of their immediate family or household, from, among other things, engaging in transactions in transactions involving a purchase or sale of the Company’s securities while in possession of Material Nonpublic Information (as defined in such Policy) until the public disclosure of such Material Nonpublic Information or at such time as such nonpublic information is no longer material.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of a registered class of our equity securities (the “Reporting Persons”) to file with the SEC reports on Forms 3, 4 and 5 concerning their ownership of and transactions in our common stock and other equity securities.

Based solely on a review of SEC filings and other procedures performed as deemed necessary, we believe that all Reporting Persons complied with these requirements during the year ended December 31, ~~2024~~2025, except that (i) each of our directors, including our Chief Executive Officer, failed to timely file a Form 4 reporting their receipt of options to purchase the Company’s common stock under the Range Impact, Inc. 2021 Stock Incentive Plan on April 3, 2025 as reported in a Form 4 filed by each such person on April 8, 2025, and (ii) Joseph E. LoConti, a beneficial owner of more than 10% of our outstanding Common Stock, failed to timely file a Form 4 reporting (A) a January 28, 2025 purchase of 5,000 shares of our Common Stock by Paragon Small Cap Fund I, LP (“Paragon”), of which he is the beneficial owner, until February 24, 2025, (ii) purchases of 5,000 shares of our Common Stock on each of February 6, 2025 and February 18, 2025, until May 29, 2025 and (iii) a April 7, 2025 purchase of 113,000 shares of our Common Stock by Paragon until May 6, 2025.

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Item 11. Executive Compensation

The following table summarizes all compensation recorded by us during the years ended December 31, ~~2024~~2025 and December 31, ~~2023~~2024, for ~~(i)~~ our current principal executive officer and principal financial officer, and (ii) our next most highly compensated executive officer other than our principal executive officer and principal financial officer serving as an executive officer at the end of our 2024 fiscal year and whose total compensation exceeded $100,000 during the year ended December 31, 2024.

Summary Compensation Table

Name	Period Ending		Salary ($)		~~Salary ($)~~		Option Awards (non-cash) (1)		~~Option Awards (non-cash) (1)~~		Total ($)		~~Total ($)~~
Michael Cavanaugh, Chief Executive Officer (principal executive officer) (2)		Year Ended 12/31/24				236,000				-				236,000
Michael Cavanaugh, Chief Executive Officer	Year Ended 12/31/25			236,000				74,500	(2)			310,500
		Year Ended 12/31/23				236,000				211,800				447,800
(principal executive officer)	Year Ended 12/31/24			236,000				-				236,000
Patricia Missal, Chief Financial Officer (principal financial officer) (3)		Year Ended 12/31/24				267,750				95,000				362,750
Patricia Missal, Chief Financial Officer	Year Ended 12/31/25			230,625				22,500	(4)			253,125
		Year Ended 12/31/23				156,750				-				156,750
(principal financial officer)	Year Ended 12/31/24			267,750				95,000	(3)			362,750
Richard McKilligan, Former Chief Financial Officer (former principal financial officer) (4)		Year Ended 12/31/24				45,000				-				45,000
		Year Ended 12/31/23				180,000				-				180,000
Dr. Brandon Zipp, Former Chief Science Officer (5)		Year Ended 12/31/24				45,000				-				45,000
		Year Ended 12/31/23				180,000				-				180,000

(1) The method used and the assumptions made to calculate the fair value of option awards included in this table are described in Footnote 6 of the financial statements and the accompanying notes for the years ended December 31, ~~2024~~2025 and December 31, ~~2023~~2024 appearing elsewhere in this Annual Report.

(2) Based on the fair value of an option to purchase 1250,000 shares of common stock with an exercise price of $0.148 per share granted in April 2025 and an option to purchase 250,000 shares of common stock with an exercise price of $0.~~212~~15 per share, granted in December ~~2023~~2025.

(3) Ms. Missal was appointed toas ~~the~~Chief ~~CFO~~Financial ~~role~~Officer onin April ~~25,~~ 2024. ~~Previously she served as Controller.~~ The value of the option award is based on the fair value of an option to purchase 250,000 shares of common stock with an exercise price of $0.38 per share, granted in April 2024.

(4) ~~Mr.~~Based ~~McKilligan~~on ~~moved~~the tofair ~~serve~~value ~~as CFO~~ of ~~Graphium~~an ~~Biosciences~~option ~~effective~~to ~~April~~purchase 25150,000 ~~2024~~shares ~~and~~of ~~remained~~common stock with ~~that~~an ~~entity~~exercise ~~until~~price itof ~~was~~$0.15 ~~spun off~~per inshare ~~September~~granted ~~2024~~in December 2025.

~~(5) Dr. Zipp moved to serve as Chief Science Officer of Graphium Biosciences effective April 25, 2024 and remained with that entity until it was spun off in September 2024.~~32

35Outstanding Equity Awards at December 31, 2025

Outstanding Equity Awards at December 31, 2024

	Option Awards
		Number of securities underlying unexercised option				Option Exercise		Option Expiration
	Grant Date	Exercisable		Unexercisable		Price ($)		Date
Michael Cavanaugh (1)	05/08/2019		500,000		-		0.35	5/8/2029
	06/27/2019		250,000		-		0.30	6/27/2029
	12/10/2021		350,000		-		0.277	12/10/2031
	11/30/2022		750,000		-		0.18	11/30/2032
	12/21/2023		1,000,000		-		0.212	12/21/2033
	04/03/2025		250,000		-		0.148	4/03/2035
	12/31/2025		250,000		-		0.15	12/31/2035

Patricia Missal (2)	04/25/2024		250,000		-		0.38	4/25/2034
	12/31/2025		150,000		-		0.15	12/31/2035

		Option Awards
	(1)	Granted under the Company’s Equity Incentive Plan, the awards consist of (i) an option to purchase 500,000 shares of common stock, 250,000 of which became fully exercisable in May 2020 and 250,000 of which became fully exercisable in May 2021, (ii) an option to purchase 250,000 shares of common stock, 125,000 of which became fully exercisable in June 2020 and 125,000 of which became fully exercisable in June 2021, (iii) an option to purchase 350,000 shares of common stock, all of which became fully exercisable in December 2021, (iv) an option to purchase 750,000 shares of common stock, all of which became fully exercisable in November 2022, (v) an option to purchase 1,000,000 shares of common stock, all of which became fully exercisable in December 2023, (vi) an option to purchase 250,000 shares of common stock, all of which became fully exercisable in April 2025, and (vii) an option to purchase 250,000 shares of common stock, all of which became fully exercisable in December 2025.
			Number of securities underlying unexercised option				Option Exercise		Option Expiration
	(2)	Granted under the Company’s Equity Incentive Plan, the award consists of (i) an option to purchase 250,000 shares of common stock, 125,000 which became fully exercisable in April 2024 and 125,000 of which became fully exercisable in April 2025 and (ii) an option to purchase 150,000 shares of common stock all of which became fully exercisable in December 2025.
		Grant Date	Exercisable		Unexercisable		Price ($)		Date
Michael Cavanaugh (1)		5/8/2019		500,000		-		0.35	5/8/2029
		6/27/2019		250,000		-		0.30	6/27/2029
		12/10/2021		350,000		-		0.277	12/10/2031
		11/30/2022		750,000				0.18	11/30/2032
		12/21/2023		1,000,000				0.212	12/21/2033
Patricia Missal (2)		4/25/2024		125,000		125,000		0.38	4/25/2034
Richard McKilligan (3)		7/18/2016		370,234		-		0.50	7/18/2026
		6/27/2019		250,000		-		0.30	6/27/2029
		12/10/2021		150,000		-		0.277	12/10/2031
		11/30/2022		250,000				0.18	11/30/2032
Brandon Zipp (4)		7/18/2016		370,234		-		0.50	7/18/2026
		5/8/2019		500,000		-		0.35	5/8/2029
		12/10/2021		150,000		-		0.277	12/10/2031
		11/30/2022		250,000				0.18	11/30/2032

	(1)	Granted under the Company’s Equity Incentive Plan, the awards consist of (i) an option to purchase 500,000 shares of common stock, 250,000 of which became fully exercisable in May 2020 and 250,000 of which became fully exercisable in May 2021, (ii) an option to purchase 250,000 shares of common stock, 125,000 of which became fully exercisable in June 2020 and 125,000 of which became fully exercisable in June 2021, (iii) an option to purchase 350,000 shares of common stock, all of which became fully exercisable in December 2021, (iv) an option to purchase 750,000 shares of common stock all of which became fully exercisable in November 2022, and (v) an option to purchase 1,000,000 shares of common stock all of which became fully exercisable in December 2023.
	(2)	Granted under the Company’s Equity Incentive Plan, the award consists of an option to purchase 250,000 shares of common stock, half which became fully exercisable in April 2024.
	(3)	Granted under the Company’s Equity Incentive Plan, the awards consist of (i) an option to purchase 370,234 shares of common stock, all of which became fully exercisable in July 2018, (ii) an option to purchase 250,000 shares of common stock, 125,000 of which became fully exercisable in June 2020 and 125,000 of which became fully exercisable in June 2021, (iii) an option to purchase 150,000 shares of common stock, all of which became fully exercisable in December 2021, and (iv) an option to purchase 250,000 shares of common stock, all of which became fully exercisable in November 2022.
	(4)	Granted under the Company’s Equity Incentive Plan, the awards consist of (i) an option to purchase 370,234 shares of common stock, all of which were became fully exercisable in July 2018, (ii) an option to purchase 500,000 shares of common stock, 250,000 of which became fully exercisable in May 2020, and 250,000 of which became fully exercisable in May 2021, (iii) an option to purchase 150,000 shares of common stock, all of which became fully exercisable in December 2021, and (iv) an option to purchase 250,000 shares of common stock, all of which became fully exercisable in November 2022.

Compensation of Directors

Directors receive a combination of cash and equity awards as compensation for their service. There are no additional fees paid for meetings attended although our directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our Board of Directors and committees.

3633

Director Compensation Table

The following table shows compensation paid to our non-employee directors during the year ended December 31, ~~2024~~2025:

Name	Fees earned or paid in cash		Option awards (non-cash)(1)		All other compensation		Total
Richard Celeste (1)	$	36,000	$	-74,500	$	-	$	36110,~~000~~500
Edward Feighan (1)	$	136,000	$	-74,500		-	$	~~136~~210,~~000~~500

(1) As of December 31, 2024, the aggregate number of stock and option awards held by each of our non-employee directors was as follows: (i) Mr. Celeste held an option award to purchase 500,000 shares of our common stock with an exercise price of $0.35 per share, an option to purchase 250,000 shares of our common stock with an exercise price of $0.277 per share, an option to purchase 250,000 shares of our common stock with an exercise price of $0.18 per share, and an option to purchase 250,000 shares of our common stock with an exercise price of $0.18 per share, all of which are fully vested, and (ii) Mr. Feighan held an option award to purchase 500,000 shares of our common stock with an exercise price of $0.35 per share, an option to purchase 250,000 shares of our common stock with an exercise price of $0.30 per share, and an option to purchase 250,000 shares of our common stock with an exercise price of $0.277 per share, an option to purchase 250,000 shares of our common stock with an exercise price of $0.18 per share, and an option to purchase 250,000 shares of our common stock with an exercise price of $0.212 per share, all of which are fully vested. The method used and the assumptions made to calculate the fair value of the options are described in Footnote 6 of the financial statements and the accompanying notes for the years ended December 31, ~~2024~~2025 and December 31, ~~2023~~2024 appearing elsewhere in this Annual Report.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information regarding the beneficial ownership of our common stock by (i) each person who, to our knowledge, beneficially owns more than 5% of our common stock, (ii) each of our directors and named executive officers, and (iii) all of our current executive officers and directors as a group. Unless otherwise indicated in the footnotes to the following table, the address of each person named in the table is: c/o Range Impact, Inc., 200 Park Avenue, Suite 400, Cleveland, Ohio 44122. Shares of our common stock subject to options, warrants or other rights currently exercisable or exercisable within 60 days after December 31, ~~2024~~2025, are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the person holding such options, warrants, convertible notes or other rights, but are not deemed outstanding for computing the beneficial ownership percentage of any other person.

Name of Beneficial Owner	Number of Shares Beneficially Owned		Percentage Beneficially Owned (1)
Directors and Named Executive Officers:
Edward Feighan (2)		56,~~250~~750,917		45.89
Michael Cavanaugh (3)		45,~~729~~896,~~791~~458		45.42
Richard Celeste (4)		1,~~250~~750,000		1.25
Patricia Missal (5)		~~125~~400,000		0.14
All Directors and Executive Officers as a Group (4 persons)		1114,~~355~~797,~~708~~375		1013.61
Joseph E. LoConti (6)		2426,~~189~~645,~~456~~789		2223.35
Indemnity National Insurance Company (7)		21,333,333		1918.68

(1)	Based on ~~108~~113,~~616~~316,078 shares of our common stock issued and outstanding as of March 30, ~~2025~~2026. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.
(2)	Includes (i) 3,~~065~~732,~~689~~356 shares of the Company’s common stock held directly by Mr. Feighan, (ii) currently exercisable options to purchase 12,~~500~~333,~~000~~333 shares of common stock, and (iii) 685,228 shares of the Company’s common stock held by The Feighan Family Fund, LLC (the “Feighan Fund”), an entity beneficially owned by Mr. Feighan.

3734

(3)	Consists of (i) 12,~~879~~546,~~791~~458 shares of common stock and (ii) currently exercisable options to purchase 23,~~850~~350,000 shares of common stock.
(4)	Represents currently exercisable options to purchase 1,~~250~~750,000 shares of common stock.
(5)	~~Consists~~Represents of currently exercisable options to purchase ~~125~~400,000 shares of common stock.
(6)	This information is based solely on the Form 4 filed on Mr. LoConti on ~~January~~September 2325, 2025. Mr. LoConti’s address is 200 Park Avenue, Suite 400, Orange Village, Ohio 44122.
(7)	This information is based solely on the Schedule 13G filed by Indemnity National Insurance Company on November 7, 2023. Indemnity National Insurance Company’s address is 238 Bedford Way, Franklin, Tennessee 37064.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Transactions with Related Persons

~~During~~On ~~the~~January ~~year ended December 31~~21, ~~2024~~2025, the Company ~~sold~~entered ~~all~~into ofa ~~its~~securities ~~common~~purchase ~~stock~~agreement ofwith ~~Graphium~~Tower ~~Biosciences~~IV, toLLC, aan ~~newly-formed~~Ohio ~~entity,~~limited ~~Placer~~liability ~~Biosciences, Inc.~~company (“~~Placer~~Tower IV”), ~~owned~~providing byfor ~~two~~the ~~former~~issuance ~~officers~~and ofsale by the Company, into ~~exchange~~Tower ~~for~~IV aof ~~warrant~~an toaggregate ~~purchase~~of 13,~~000~~333,333 shares of ~~Placer~~the Company’s common stock (~~then~~the ~~representing~~“Shares”) ~~25%~~at ofa ~~the~~price ~~outstanding shares~~ of ~~Placer) at~~ $0.0115 per share. ~~and~~The ~~cash~~aggregate gross proceeds from the sale of the Shares were approximately $~~100~~500,000. ~~The~~Mr. ~~warrant~~Joseph toE. ~~purchase~~LoConti ~~Placer’s~~(“LoConti”) ~~shares~~is ~~expires~~the ~~September~~beneficial ~~30,~~owner ~~2034~~of Tower IV.

On March ~~January 21~~31, 2025, Range Sky View Land LLC (“Range Sky”), a wholly-owned subsidiary of the Company , entered into a ~~securities~~Purchase and ~~purchase~~Sale ~~agreement~~Agreement (“Sky View Purchase Agreement”) with ~~Tower~~AppleAtcha IVLand, LLC, an(“AppleAtcha”) ~~Ohio~~and ~~limited~~WV ~~liability~~Reclaim Co, ~~company~~LLC (“~~Tower~~Reclaim,” IVand collectively with AppleAtcha, the “Sellers”) pursuant to which Range Sky agreed to purchase, ~~providing~~among other things: (i) approximately 14,670 acres of real property located in Clay, Fayette and Nicholas Counties, West ~~for~~Virginia, associated with the ~~issuance~~Fola mining operations (“Fola Mine”), including surface property and ~~sale~~coal owned by Sellers; (ii) certain real property agreements, including surface leases and solar leases, located at the ~~Company~~Fola Mine; (iii) certain coal royalty and overriding royalty agreements associated with the Fola Mine; (iv) certain equipment and other personal property located at the Fola Mine; (v) related accounts receivable owing to ~~Tower~~Sellers; IVand of(vi) anto ~~aggregate~~the ofextent 3transferrable and subject to all required governmental approvals,~~333,333~~ ~~shares~~the management and reclamation of thirty-six (36) permits associated with the ~~Company’s~~Fola ~~common~~Mine ~~stock~~((i) through (vi) collectively, the “~~Shares~~Purchased Assets”) in exchange for $2,958,516 (“Purchase Consideration”) atcomprised of (a) ~~price~~certain ofassumed ~~$0.15~~liabilities ~~per~~relating ~~share.~~to ~~The~~the ~~aggregate~~Purchased ~~gross~~Assets ~~proceeds~~and ~~from~~(b) a credit against the ~~sale~~amounts ofowed by Sellers to the ~~Shares~~Company ~~are~~and ~~approximately~~its ~~$500~~subsidiaries for the provision of various reclamation,~~000.~~ ~~Mr.~~mining ~~Joseph~~and Esecurity services provided at the Fola Mine. ~~LoConti~~The Purchase Agreement contains terms, conditions, covenants, indemnification provisions, and representations and warranties isfrom each of the ~~beneficial~~respective ~~owner~~parties that are customary and typical for a transaction of ~~Tower~~this IVnature.

~~During~~AppleAtcha ~~the~~is ~~year~~a ~~ended~~wholly-owned ~~December~~subsidiary ~~31,~~of ~~2023~~Fola Landholding, ~~and~~LLC ~~through~~(“Fola ~~the~~Holding”). ~~filing~~Fola ofHolding ~~this~~is ~~Annual~~80%-owned ~~Report~~by Tower IV, ~~except~~an investment ~~for~~entity owned by the ~~Graphium~~daughters ~~sale~~of ~~and~~LoConti, ~~investment~~the byCompany’s ~~Tower IV~~largest shareholder. Devica Capital, LLC (“Devica”), ~~listed~~an ~~above,~~investment ~~there~~entity ~~have~~owned ~~been~~by noMichael ~~transactions~~Cavanaugh (“Cavanaugh”), the Company’s Chief Executive Officer and ~~there~~member ~~are~~of nothe ~~currently~~Company’s ~~proposed~~board ~~transactions~~of directors, inowns ~~which~~the weremaining ~~were~~20% orof ~~are~~Fola ~~to be~~Holding. aLoConti ~~participant~~ and Cavanaugh are the ~~amount~~sole ~~involved~~managers ~~exceeds~~of ~~the~~Fola ~~lesser~~Holding ofand ~~$120,000~~AppleAtcha. orLoConti ~~one~~also ~~percent~~owns approximately 9% of the ~~average~~outstanding stock of Continental ~~our~~Heritage ~~total~~Holding ~~assets~~Company at(“CHHC”), which owns Continental Heritage Insurance Company (“CHIC”), a ~~year-end~~specialty ~~for~~insurance company, which holds the ~~last~~reclamation ~~two~~bonds ~~completed~~being ~~fiscal~~assumed ~~years~~by ~~and~~the Company in ~~which~~connection ~~any~~with ~~related~~the ~~person~~transactions reflected ~~had~~by orthe ~~will~~Sky ~~have~~View Purchase Agreement. Edward Feighan, the Company’s Chairman of the Board, is a ~~direct~~member orof ~~indirect~~the ~~material~~board of ~~interest~~directors of CHHC and owns approximately 7% of the outstanding stock of CHHC.

On May 30, 2025, Range Sky entered into a Transaction Advisory Agreement (“Advisory Agreement”) with AppleAtcha and Reclaim pursuant to which AppleAtcha and Reclaim agreed to pay Range Sky $750,000 and $25,000, respectively (collectively, the “Advisory Fee”), in consideration of Range Sky’s provision of transition advisory services in connection with the sale by AppleAtcha and Reclaim of (i) approximately 424.80 acres of surface interests and 3,773.60 acres of mineral interests and (ii) three (3) related mining permits ((i) and (ii) collectively referred to herein as the “Ramp Run Mine”). The Advisory Fee is due and payable only upon the closing of the sale of the Ramp Run Mine to a third-party (the “Payment Condition”). The Advisory Agreement is terminable by any of the parties on written notice to the others provided that in the event that the Payment Condition is satisfied within 120 days after the date of a termination by Reclaim and AppleAtcha, then in such case, Range Sky would still be entitled to receive the Advisory Fee payable in full on the closing date of the sale. The Ramp Run Mine was sold to Ramp Run Mining, LLC and the Advisory Fee was paid in full on May 30, 2025.

On June 30, 2025, Range Sky (i) acquired two mining permits for which the Company had previously assumed management and reclamation responsibilities through the Fola Acquisition and (ii) assumed a Coal Mining Lease entered into by AppleAtcha, as lessor, Reclaim, as permittee, and Coal-Mac LLC, as lessee.

On July 1, 2025, Range Sky and AppleAtcha entered into an Assignment and Assumption Agreement (“Assignment”) pursuant to which AppleAtcha assigned to Range Sky a Coal Mining Lease entered into by AppleAtcha, as lessor, and Contura CAPP Land, LLC, as lessee (the “Contura Coal Lease”), pursuant to a Purchase and Sale Agreement, dated as of March 31, 2025, by and among Reclaim, Range Sky and AppleAtcha.

On September 24, 2025, the Company entered into a securities purchase agreement with Tower IV pursuant to which Tower IV purchased 2,333,333 shares of the Company’s common stock (the “Shares”) at a price of $0.15 per share. The aggregate gross proceeds from the sale of the Shares were approximately $350,000. Mr. Joseph E. LoConti is the beneficial owner of Tower IV.

On December 31, 2025, Range Bluegrass Land, LLC, a wholly-owned indirect subsidiary of the Company (“Range Bluegrass”), entered into a Purchase and Sale Agreement (the “Bluegrass Purchase Agreement”) with Continental Land Co., LLC (“Continental Land”) for the purchase of the real and personal property commonly associated with the past Premier Elkorn and Cambrian Coal mining operations in Eastern Kentucky (the “Premier-Cambrian Mine”) in exchange for Range Bluegrass’ agreement to assume responsibility for the oversight, management and release of forty-three (43) mining permits owned by Reckoning Reclamation, LLC (“Reckoning”) associated with the Premier-Cambrian Mine. In connection with its assumption of the reclamation costs, on December 31, 2025, Range Bluegrass also entered into a Joinder to General Indemnity Agreement (“GIA Joinder”) by and among Range Bluegrass, Reckoning, and CHIC, the latter of which issued the surety bonds with respect to the permits associated with the mines on the Premier-Cambrian Mine (the “Reckoning Permits”), pursuant to which Range Bluegrass pledged the purchased real and personal property associated with the Premier-Cambrian Mine as collateral in support of the approximately $54 million in bonds issued by CHIC for the Reckoning Permits.

Continental Land is 100% owned by Fola Holding, a related party of Messrs. LoConti and Cavanaugh. LoConti also owns approximately 9% of the outstanding stock of CHHC, which holds the reclamation bonds, the liability for which is being assumed by Range Bluegrass in connection with the transactions reflected by the Bluegrass Purchase Agreement.

Through the filing of this Annual Report, except for the transactions listed above, there have been no other transactions, and there are no currently proposed transactions, in which we were or are to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years and in which any related person had or will have a direct or indirect material interest.

Director Independence

Our Board of Directors has determined that Messrs. Feighan and Celeste would qualify as “independent” as that term is defined by Nasdaq Listing Rule 5605(a)(2). Mr. Cavanaugh would not qualify as “independent” because he currently serves as our Chief Executive Officer.

Item 14. Principal Accounting Fees and Services

Independent Registered Public Accounting Firm’s Fee Summary

The following table provides information regarding the fees billed to us by Meaden & Moore, Ltd., our independent registered public accounting firms, for services rendered in the years ended December 31, ~~2024~~2025 and ~~2023~~2024. All fees described below were approved by our Board of Directors:

	For the year ended December 31, 2024		For the year ended December 31, 2023
	For the year ended December 31, 2025		For the year ended December 31, 2024
Audit Fees	$	~~124~~130,~~935~~000	$	~~183~~124,~~350~~935
Tax Fees		3339,000		3233,~~800~~000
All Other Fees		4119,~~685~~500		-41,685
Total Fees	$	~~199~~188,~~620~~500	$	~~216~~199,~~150~~620

Audit Fees. The fees identified under this caption were for professional services rendered by Meaden & Moore, Ltd. for the audit of our annual financial statements. The fees identified under this caption also include fees for professional services rendered by Meaden & Moore, Ltd. for the review of the financial statements included in our quarterly reports on Forms 10-Q. In addition, the amounts include fees for services that are normally provided by the auditor in connection with regulatory filings and engagements for the years identified.

Tax Fees. Tax fees consist principally of assistance related to tax compliance and reporting.

All Other Fees. These fees consist primarily of accounting consultation fees related to potential collaborative agreements. ~~We incurred no such fees during the year ended December 31, 2023.~~

Pre-Approval Policies and Procedures

Our Audit Committee’s charter requires our Audit Committee to pre-approve all audit and permissible non-audit services to be performed for the Company by our independent registered public accounting firm, giving effect to the “de minimis” exception for ratification of certain non-audit services allowed by the applicable rules of the SEC, in order to assure that the provision of such services does not impair the auditor’s independence. Since the establishment of our Audit Committee on August 24, 2012, the Audit Committee approved in advance all services provided by our independent registered public accounting firm. All engagements of our independent registered public accounting firm for 2012 entered into prior to the establishment of the Audit Committee were pre-approved by the Board of Directors.

3936

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a)

(1)

The financial statements filed as a part of this Annual Report are as follows:

	Report of Independent Registered Public Accounting Firm (PCAOB ID 314)	F-2
	Consolidated Balance Sheets as of December 31, 2024 and 2023	F-4
	Consolidated Balance Sheets as of December 31, 2025 and 2024	F-3
	Consolidated Statements of Operations for the years ended December 31, 2024 and 2023	F-5
	Consolidated Statements of Operations for the years ended December 31, 2025 and 2024	F-4
	Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024 and 2023	F-6
	Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025 and 2024	F-5
	Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023	F-7
	Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024	F-6
	Notes to Consolidated Financial Statements	F-87

	(2)	Schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

	(3)	The exhibits filed with this Annual Report are set forth in the Exhibit Index included at the end of this Annual Report, which is incorporated herein by reference.

Item 16. Form 10-K Summary

None.

4037

Signatures

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

	RANGE IMPACT, INC.
Date: March 28, 2025	By:	/s/ Michael Cavanaugh
Date: March 30, 2026	By:	/s/ Michael Cavanaugh
		Michael Cavanaugh
		Chief Executive Officer
		(Principal Executive Officer)

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael Cavanaugh as his or her true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this report and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report is signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Michael Cavanaugh	Chief Executive Officer and Director	March 2830, ~~2025~~2026
Michael Cavanaugh	(Principal Executive Officer)
/s/ Edward Feighan	Director	March 2830, ~~2025~~2026
Edward Feighan
/s/ Richard Celeste	Director	March 2830, ~~2025~~2026
Richard Celeste

4138

EXHIBIT INDEX

2.1	Agreement and Plan of Merger, dated September 14, 2011, by and between Stevia First Corp. and Legend Mining Inc. (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2011.)
3.1.1	Articles of Incorporation of Stevia First Corp. (Incorporated by reference to Exhibit 3.1 to the registrant’s Registration Statement on Form S-1 filed with the SEC on August 6, 2008 (File No. 333-152830).)
3.1.2	Certificate of Amendment of Articles of Incorporation of Vitality Biopharma, Inc. (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 19, 2016.)
3.1.3	Articles of Merger, effective October 10, 2011 (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2011.)
3.1.4	Certificate of Change, effective October 10, 2011 (Incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2011.)
3.1.5	Articles of Merger, dated as of September 30, 2021, (Incorporated by reference to Exhibit 23.1.15 to the registrant’s Current Report on Form 8-K filed with the SEC on October 12, 2021.)
3.2.1.	Bylaws of Stevia First Corp. (Incorporated by reference to Exhibit 3.2 to the registrant’s Registration Statement on Form S-1 filed with the SEC on August 6, 2008 (File No. 333-152830).)
3.2.2	Certificate of Amendment of Bylaws of Stevia First Corp. (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 7, 2012.)
3.2.3.	Bylaws of Malachite Innovations, Inc., effective as of November 10, 2021 (Incorporated by reference to Exhibit 3.2.3 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 15, 2021.)
10.10	Form of Common Stock Purchase Warrant (Incorporated by reference to Exhibit 10.10 to the registrant’s Registration Statement on Form S-1 filed with the SEC on August 31, 2021 (File No. 333-259010).
10.11#	Vitality Biopharma, Inc. 2021 Stock Incentive Plan (Incorporated by reference to Exhibit 99.1 to the registrant’s Registration Statement on Form S-8 filed with the SEC on September 3, 2021.)
10.12*	Second Amended and Restated Revolving Promissory Note, dated as of December 20, 2024, made by the Company, in favor of Independence Bank in the amount of $1,000,000
10.12	Second Amended and Restated Revolving Promissory Note, dated as of December 20, 2024, made by the Company, in favor of Independence Bank in the amount of $1,000,000. (Incorporated by reference to Exhibit 10.12 to the registrant’s Form 10-K filed with the SEC on March 31, 2025)
10.13*	Second Amended and Restated Revolving Promissory Note, dated as December 20, 2024, made by Range Environmental Resources, Inc. and Range Natural Resources, Inc., in favor of Independence Bank in the amount of $1,000,000.
10.13	Second Amended and Restated Revolving Promissory Note, dated as December 20, 2024, made by Range Environmental Resources, Inc. and Range Natural Resources, Inc., in favor of Independence Bank in the amount of $1,000,000. (Incorporated by reference to Exhibit 10.13 to the registrant’s Form 10-K filed with the SEC on March 31, 2025)
10.14	Securities Purchase Agreement, dated as of January 21, 2025, between the Company and Tower IV, LLC (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on January 23, 2025.)
10.15	Stock Purchase Agreement between the Company and Placer Biosciences Inc., dated as of September 30, 2024 (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on October 2, 2024.)
10.16	Asset Purchase Agreement by and among Haney’s Equipment, LLC, Collins Reclamation, LLC, R L Collins, LLC, Braxton Materials, LLC and Collins Building & Contracting, Inc., dated as August 22, 2024 (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on August 29, 2024.)
10.17	Securities Purchase Agreement between the Company and Continental Heritage Holding Company, LLC, dated as of June 17, 2024 (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on June 20, 2024.)
19*	Policy on Insider Trading and Confidentiality
10.18	Purchase and Sale Agreement by and among AppleAtcha Land, LLC, WV Reclaim Co, LLC and Range Sky View Land LLC, dated as of March 31, 2025 (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on April 2, 2025).
10.19	Transaction Advisory Agreement by and among AppleAtcha Land, LLC, WV Reclaim Co, LLC and Range Sky View Land LLC, dated as of May 30, 2025 (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on June 4, 2025).
10.20	Purchase and Sale Agreement between WV Reclaim Co, LLC and Range Sky View Land LLC, dated June 30, 2025 (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on July 3, 2025).
10.21	Assignment and Assumption Agreement between AppleAtcha Land LLC and Range Sky View Land LLC (Incorporated by reference to Exhibit 10.2 to the registrant’s Form 8-K filed with the SEC on July 3, 2025).
10.22	Securities Purchase Agreement, dated September 23, 2025, between the registrant and Edward F. Feighan (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on September 24, 2025).
10.23	Securities Purchase Agreement, dated September 23, 2025, between the registrant and Michael Cavanaugh (Incorporated by reference to Exhibit 10.2 to the registrant’s Form 8-K filed with the SEC on September 24, 2025).
10.24	Securities Purchase Agreement, dated September 23, 2025, between the registrant and Tower IV, LLC (Incorporated by reference to Exhibit 10.3 to the registrant’s Form 8-K filed with the SEC on September 24, 2025).
10.25	Stock Purchase Agreement between Range Reclaim, LLC and Collins Reclamation, LLC, dated as of December 31, 2025 (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on January 7, 2026).
10.26	Purchase and Sale Agreement between Continental Land Co., LLC and Range Bluegrass Land, LLC, dated as of December 31, 2025 (Incorporated by reference to Exhibit 10.2 to the registrant’s Form 8-K filed with the SEC on January 7, 2026).
10.27	Option Agreement between Range Bluegrass Land, LLC and MRR CNG, LLC, dated December 31, 2025 (Incorporated by reference to Exhibit 10.3 to the registrant’s Form 8-K filed with the SEC on January 7, 2026).
10.28	Consulting Agreement between the registrant and MRR CNG, LLC, dated December 31, 2025 (Incorporated by reference to Exhibit 10.4 to the registrant’s Form 8-K filed with the SEC on January 7, 2026).
10.29	Consulting Agreement between the registrant and F&G LLC, dated December 31, 2025 (Incorporated by reference to Exhibit 10.5 to the registrant’s Form 8-K filed with the SEC on January 7, 2026).
10.30	Membership Interest Option and Cash Distribution Right Agreement between Range Bluegrass Land, LLC and Wicks Building LLC, dated December 31, 2025 (Incorporated by reference to Exhibit 10.4 to the registrant’s Form 8-K filed with the SEC on January 7, 2026).
10.31	Joinder to General Indemnity Agreement between Continental Heritage Insurance Company, Range Bluegrass Land, LLC and Reckoning Reclamation, LLC, dated as of December 31, 2025 (Incorporated by reference to Exhibit 10.7 to the registrant’s Form 8-K filed with the SEC on January 7, 2026).
19*	Policy on Insider Trading and Confidentiality (Incorporated by reference to Exhibit 19 to the registrant’s Form 10-K filed with the SEC on March 31, 2025).
21.1*	Subsidiaries
23.1*	Consent of Meaden & Moore, Ltd.
23.3*	Power of Attorney (included on the signature page to this Annual Report.)
31.1*	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities and Exchange Act of 1934
31.2*	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities and Exchange Act of 1934
32.1*	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
95*	Mine Safety Disclosures

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

*	Filed herewith
#	Management contract or compensatory plan or arrangement.

4239

Financial Statements

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 314)	F-2
Consolidated Balance Sheets as of December 31, 2024 and 2023	F-3
Consolidated Balance Sheets as of December 31, 2025 and 2024	F-3
Consolidated Statements of Operations for the years ended December 31, 2024 and 2023	F-4
Consolidated Statements of Operations for the years ended December 31, 2025 and 2024	F-4
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024 and 2023	F-5
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025 and 2024	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023	F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024	F-6
Notes to Consolidated Financial Statements	F-7

F-1

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of

Range Impact, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Range Impact, Inc. (the “Company”) as of December 31, ~~2024~~ ~~and~~2025 ~~2023~~and 2024, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended, ~~and~~ and the related notes and schedules (collectively referred to as the “consolidated financial statements”). In our opinion, ~~the~~ the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 ~~2024~~ and ~~2023~~2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

~~Emphasis of Matter –~~ Going Concern

The accompanying consolidated financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 1 to the financial statements, the entity has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. Management’s plans inregarding ~~regard to~~ these matters are also described in Note 1. The financial ~~statements~~ statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit ~~Matters~~Matter

~~Critical~~The critical audit ~~matters~~matter ~~are~~communicated ~~matters~~below is a matter arising from the current period audit of the consolidated financial statements that was ~~were~~ communicated or required to be communicated to the Audit Committee and that: 1) ~~related~~relates to accounts or disclosures that are material to the consolidated financial statements and 2) involved our especially challenging, subjective, or complex judgments. WeThe ~~determined~~communication of ~~that~~critical ~~there~~audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, noby communicating the critical audit ~~matters~~matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Asset Retirement Obligations

As described in Notes 1, 4, 5 and 6 to the consolidated financial statements, the Company’s consolidated asset retirement obligation was $79,344,297 as of December 31, 2025. The Company records the asset retirement obligation at fair value in the period in which the legal obligation associated with the retirement of the long-lived asset is incurred. Changes to the asset retirement obligation resulting from permitted sites being added or deleted or changes in future cash flow estimates are made in the period in which the change occurs and are offset by increasing or decreasing the carrying value of the related long-lived asset by an equal amount. Changes to the asset retirement obligation are also recognized as accretion expense in future periods. Changes to long-lived assets are also recognized as amortization expense in future periods. On at least an annual basis, the Company reviews its estimated future cash flows for its asset retirement obligation.

We identified the valuation of the asset retirement obligation as a critical audit matter because the estimate involves a high degree of subjectivity and auditing the significant assumptions utilized by management in estimating the amount of the liability requires judgment. In particular, the obligation is determined using a discounted cash flow technique and is based upon mining permit requirements and various assumptions including discount rates, inflation rate, timing of reclamation activities, and the nature of and inputs of expected costs of reclamation activities.

Our audit procedures related to the Company’s asset retirement obligation included the following, among others:

●

We obtained an understanding of the relevant controls related to the Company’s accounting for the asset retirement obligation, including the design of the controls over management’s review of the significant assumptions and data inputs described above.

●

We compared significant valuation assumptions including the discount rates and inflation rate to market data to assist in testing the Company’s discounted cash flow model.

●

The Company utilized an external specialist (mining engineer) to evaluate the reasonableness of the assumptions and inputs used in estimating the asset retirement obligations. We reviewed the external specialist’s report and conducted interviews with the external specialist to gain an understanding of the scope of their work and of their skills, knowledge, experience, and expertise in this area.

●

Based on the findings of the specialist, we reviewed the nature of the inputs to expected costs of reclamation activities and agreed to underlying support, assessed consistency of methodology in setting assumptions, evaluated the reasonableness of the estimated costs based on permit type and individual attributes, and compared actual costs to recent operating data from management.

/s/ Meaden & Moore, Ltd.

MEADEN & MOORE, LTD.

We have served as the Company’s auditor since 2021.

Cleveland, Ohio

March 2830, ~~2025~~2026

F-2

RANGE IMPACT, INC.

CONSOLIDATED BALANCE SHEETS

	2025			2024
	December 31
	2024			2023
	2025			2024
Assets
Current Assets
Cash and cash equivalents	$	~~167~~2,~~286~~110,171		$	2167,~~176,581~~286
Accounts receivable		3617,~~209,070~~929			~~7,185,411~~-
Contract assets		154,354			247,310
Prepaid expenses		14,810			28,723
Prepaid expenses		28,723			115,324
Deposits		15,395			-
Equipment held for sale		733,613			-
Current assets of discontinued operations		-			3,363,424
Current assets of discontinued operations		-			219
Equipment held for sale		-			733,613
Total current assets		42,~~293~~758,~~046~~305			94,~~724~~293,~~845~~046
Long-term Assets
Long-Term Assets
Property and equipment, net of accumulated depreciation		1,899,669			13,301,902
Land		42,548,402			1,008,897
Goodwill		-			751,421
Property and equipment, net of accumulated depreciation		115,375			890,772
Deposits		-			1,442
Long-term intangible assets		77,814,610			-
Long term assets of discontinued operations		-			8,534
Total long-term assets		120,478,387			1,899,669
Total long-term assets		1,899,669			14,063,299
Total Assets	$	123,236,692		$	6,192,715
Total Assets	$	6,192,715		$	23,788,144
Liabilities and Stockholders’ Equity
Current Liabilities
Line of credit	$	~~2,000,000~~-		$	2,~~400~~000,000
Current portion of long-term debt		~~789,719~~-			2789,~~755,792~~719
Accounts payable		556,562			3,714,014
Current portion of bank debt		400,000			-
Accrued expenses		197,328			101,283
Accounts payable		1,136,907			335,120
Total current liabilities		3,543,609			8,971,089
Accrued expenses		2,165,909			161,832
Long-term Liabilities
Current liabilities of discontinued operations		-			256,938
Long-term debt, net of current portion		1,814,701			5,250,027
Total current liabilities		3,702,816			3,543,609
Total long-term debt		1,814,701			5,250,027
Long-Term Liabilities
Total liabilities		5,358,310			14,221,116
Long-term debt, net of current portion		-			1,814,701
Bank debt, net of current portion		1,400,000			-
Deposits held		1,000,000			-
Asset retirement obligations		79,344,297			-
Total long-term liabilities		81,744,297			1,814,701
Total liabilities		85,447,113			5,358,310
Stockholders’ Equity
Common stock, par value $0.001 per share; 1,000,000,000 shares authorized; 104,727,189 and 101,023,485 shares issued and outstanding, respectively		104,727			101,023
Controlling Interest:
Additional paid-in-capital		57,609,560			56,547,804
Common stock, par value $0.001 per share; 1,000,000,000 shares authorized; 112,282,745 and 104,727,189 shares issued and outstanding, respectively		112,283			104,727
Accumulated deficit		(56,879,882	)		(47,081,799	)
Additional paid-in-capital		59,063,484			57,609,560
Total stockholders’ equity		834,405			9,567,028
Accumulated deficit		(37,712,204	)		(56,879,882	)
Total Liabilities and Stockholders’ Equity	$	6,192,715		$	23,788,144
Total controlling equity interest		21,463,563			834,405
Noncontrolling equity interest		16,326,016			-
Total stockholders’ equity		37,789,579			834,405
Total Liabilities and Stockholders’ Equity	$	123,236,692		$	6,192,715

The accompanying notes are an integral part of these consolidated financial statements.

F-3

RANGE IMPACT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended December 31, 2024			Year Ended December 31, 2023
	Year Ended December 31, 2025			Year Ended December 31, 2024
Revenues	$	93,~~011~~710,~~081~~714		$	~~19,346,306~~-
Cost of services		9,895,209			13,111,497
Costs and expenses:
Gross profit/(loss)		(884,128	)		6,234,809
Costs of services		183,191			385,265
Operating Expenses:
Depreciation of property and equipment		78,383			89,947
General and administrative		2,655,970			4,021,556
Amortization of long-term intangible assets		1,098,737			-
Total operating expenses		2,655,970			4,021,556
Accretion of asset retirement obligations		1,912,968			-
Income (loss) from operations		(3,540,098	)		2,213,253
General and administrative		2,177,299			1,677,326
Other Income:
Total operating expenses		5,450,578			2,152,538
Gain on bargain purchase		-			1,875,150
(Loss) from continuing operations before other income (expense)		(1,739,864	)		(2,152,538	)
Other income		63,170			-
Other income (expense):
Goodwill impairment		(751,421	)		-
Gain on bargain purchase		21,928,500			-
Fixed asset impairment		(738,913	)		-
Gain on disposal of asset retirement obligations		2,444			-
Loss on sale of fixed assets		(3,677,500	)		-
Gain on sale of fixed assets		1,085			-
Interest expense		(617,422	)		(505,917	)
Other income		83,627			39,227
Interest income		7,405			7,458
Fixed asset impairment		(831,027	)		(738,913	)
Total other income (expense)		(5,714,681	)		1,376,691
Interest expense		(252,279	)		(255,972	)
Income (loss) from continuing operations before income tax		(9,254,779	)		3,589,944
Interest income		353			7,405
Income tax expense attributable to continuing operations		(77,368	)		-
Total other income (expense)		20,932,703			(948,253	)
Income (loss) from continuing operations		(9,332,147	)		3,589,944
Income (loss) from continuing operations before income tax		19,192,839			(3,100,791	)
Loss from discontinued operations		(465,936	)		(458,889	)
Income tax expense attributable to continuing operations		-			(77,368	)
Net income (loss)	$	(9,798,083	)	$	3,131,055
Income (loss) from continuing operations		19,192,839			(3,178,159	)
Loss from discontinued operations		(25,161	)		(6,619,924	)
Net income (loss)	$	19,167,678		$	(9,798,083	)
Net income (loss) per share – basic and diluted	$	0.18		$	(0.09	)
Weighted average number of common shares outstanding – basic and diluted		109,350,933			104,727,189

Net income (loss) per share – basic and diluted		$	(0.09)			$	0.03
Weighted average number of common shares outstanding – basic and diluted			104,727,189				83,129,637

The accompanying notes are an integral part of these consolidated financial statements.

F-4

RANGE IMPACT, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

					Additional
	Shares		Amount		Capital			Deficit				Interest		Total
	Common Stock				Paid-in-			Accumulated
					Additional
	Shares		Amount		Capital			Deficit			Total
	Common Stock				Paid-in-			Accumulated			Noncontrolling
Balance, December 31, 2022		78,116,814	$	78,117	$	53,074,180		$	(50,212,854	)	$	2,939,443
	Shares		Amount		Capital			Deficit			Interest			Total
Shares and warrants issued for cash		20,733,337		20,733		3,089,267			-			3,110,000
Balance, December 31, 2023		101,023,485	$	101,023	$	56,547,804		$	(47,081,799	)	$	-		$	9,567,028
Shares issued in exchange for warrants		2,173,334		2,173		(2,173	)		-			-
Shares issued for cash		3,703,704		3,704		996,296			-			-			1,000,000
Stock based compensation		-		-		~~386~~65,~~530~~460			-			~~386,530~~-			65,460
Net income		-		-		-			3,131,055			3,131,055
Net loss		-		-		-			(9,798,083	)		-			(9,798,083	)
Balance, December 31, 2023		101,023,485	$	101,023	$	56,547,804		$	(47,081,799	)	$	9,567,028
Balance, December 31, 2024		104,727,189	$	104,727	$	57,609,560		$	(56,879,882	)		-		$	834,405
Balance		~~101~~104,~~023~~727,~~485~~189	$	~~101~~104,~~023~~727	$	5657,~~547~~609,~~804~~560		$	(4756,~~081~~879,~~799~~882	)	$	~~9,567,028~~-		$	834,405
Shares and warrants issued for cash		3,703,704		3,704		996,296			-			1,000,000
Shares issued for cash		7,555,556		7,556		1,142,444			-			-			1,150,000
Stock based compensation		-		-		65311,~~460~~480			-			~~65,460~~-			311,480
Net loss		-		-		-			(9,798,083	)		(9,798,083	)
Noncontrolling equity interest		-		-		-			-			16,326,016			16,326,016
Net income (loss)		-		-		-			(9,798,083	)		(9,798,083	)
Net income		-		-		-			19,167,678			-			19,167,678
Balance, December 31, 2024		104,727,189	$	104,727	$	57,609,560		$	(56,879,882	)	$	834,405
Net income (loss)		-		-		-			19,167,678			-			19,167,678
Balance		104,727,189	$	104,727	$	57,609,560		$	(56,879,882	)	$	834,405
Balance, December 31, 2025		112,282,745	$	112,283	$	59,063,484		$	(37,712,204	)	$	16,326,016		$	37,789,579
Balance		112,282,745	$	112,283	$	59,063,484		$	(37,712,204	)		16,326,016		$	37,789,579

The accompanying notes are an integral part of these consolidated financial statements.

F-5

RANGE IMPACT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31, 2024			Year Ended December 31, 2023
	Year Ended December 31, 2025			Year Ended December 31, 2024
Cash flows from operating activities:
Net income (loss)	$	(919,~~798~~167,~~083~~678	)	$	3(9,~~131~~798,~~055~~083	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Gain on bargain purchase		-(21,928,500	)		~~(1,875,150~~-	)
Net loss on asset disposals		3,677,500			-
Net loss on asset disposals of discontinued operations		-			3,677,500
Gain on disposition of business		~~(100~~-	)		-(100	)
Fair value of vested stock options		65,460			386,530
Gain on disposition of asset retirement obligations		(2,444	)		-
Goodwill impairment		751,421			-
Gain on sale of fixed assets		(1,085	)		-
Fixed asset impairment		738,913			-
Fair value of vested stock options		311,480			65,460
Depreciation		1,868,997			1,781,573
Goodwill impairment of discontinued operations		-			751,421
Fixed asset impairment		878,269			738,913
Depreciation of property and equipment		78,383			89,947
Depreciation of discontinued operations		91,908			1,779,050
Amortization of long-term intangible assets		1,098,737			-
Accretion of asset retirement obligations		1,912,968			-
Changes in operating assets and liabilities:
Accounts receivable		3(390,~~970,553~~188	)		~~(6,204,026~~-	)
Unbilled receivables		5,788			-
Accounts receivable from discontinued operations		-			3,970,553
Contract assets		92,956			(247,310	)
Unbilled receivables from discontinued operations		22,813			5,788
Prepaid expenses and other current assets		86,601			(114,440	)
Contract assets from discontinued operations		154,354			92,956
Accounts payable		(3,157,453	)		3,480,206
Prepaid expenses and other current assets		13,913			86,601
Accrued expenses		96,045			101,283
Accounts payable		580,345			(3,378,895	)
Deposits		1,442			(1,084	)
Accounts payable from discontinued operations		(221,442	)		221,442
Deposits from discontinued operations		8,534			-
Accrued expenses		(113,696	)		60,549
Net cash provided by (used in) operating activities		(1,591,426	)		438,637
Accrued expenses from discontinued operations		(35,496	)		35,496
Cash paid for asset retirement obligations		(1,479,574	)		-
Deposits		(15,395	)		1,442
Deposits from discontinued operations		-			8,534
Net cash provided by (used in) operating activities		123,028			(1,591,426	)
Cash flows from investing activities:
Equipment purchases		-			(1,118,664	)
Cash paid for equipment purchases		(100,000	)		-
Cash paid in consideration for Collins Building acquisition		-			(1,000,000	)
Proceeds from asset sales		492,000			-
Long-term debt issued for Collins Building acquisition		-			(4,035,250	)
Long-term deposits received		1,000,000			-
Cash paid for acquisition of land		-			(1,008,897	)
Net proceeds from sale of assets from discontinued operations		-			270,000
Net proceeds from sale of assets		270,000			-
Net insurance proceeds from casualty loss from discontinued operations		-			160,000
Net insurance proceeds from casualty loss		160,000			-
Net proceeds from disposition of Graphium Biosciences		-			100
Net proceeds from disposition of Graphium Biosciences		100			-
Net cash provided by investing activities		1,392,000			430,100
Net cash provided by/(used in) investing activities		430,100			(7,162,811	)
Cash provided by financing activities:
Issuance of shares for cash		1,~~000~~150,000			31,~~110~~000,000
Proceeds from notes issued in acquisition of Collins Building		-			4,035,250
Repayment of long-term debt		(522,143	)		(1,448,188	)
Proceeds from long-term debt		-			564,014
Repayment of line of credit		(200,000	)		(400,000	)
Repayment of long-term debt		(1,448,188	)		(1,650,659	)
Net cash provided by/ (used in) financing activities		427,857			(848,188	)
Proceeds from (repayment of) line of credit		(400,000	)		2,400,000
Net increase (decrease) in cash and cash equivalents		1,942,885			(2,009,514	)
Net cash provided by/ (used in) financing activities		(848,188	)		8,458,605
Cash and cash equivalents - beginning of period		167,286			2,176,800
Net increase (decrease) in cash and cash equivalents		(2,009,514	)		1,734,431
Cash and cash equivalents - end of period	$	2,110,171		$	167,286
Cash and cash equivalents - beginning of period		2,176,800			442,369
Cash and cash equivalents - end of period	$	167,286		$	2,176,800
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	486,515		$	506,424
Interest expense	$	170,579		$	486,515
Income taxes	$	~~77,368~~-		$	-77,368
Supplemental schedule of non-cash investing and financing activities:
Debt forgiveness related to asset surrender to CNH Capital	$	1,012,375		$	-
Line of credit converted to term bank debt	$	1,800,000		$	-
Debt forgiveness related to Collins Building asset disposal	$	2,940,836		$	-
Reduction in accounts receivable as part of FOLA transaction	$	2,958,516		$	-
Acquisition of land related to asset retirement obligation	$	41,359,505		$	-
Debt forgiveness related to equipment surrender	$	-		$	1,012,375
Debt forgiveness related to Collins Building asset disposal	$	-		$	2,940,836
Debt reduction transferred to deficiency claim	$	2,082,277		$	-
Initial recording of asset retirement cost and asset retirement obligation	$	79,701,104		$	-
Reduction of bargain purchase gain for noncontrolling equity interest	$	16,326,016		$	-

The accompanying notes are an integral part of these consolidated financial statements.

F-6

RANGE IMPACT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS

ENDED DECEMBER 31, ~~2024~~2025 AND ~~2023~~2024

1. BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Range Impact, Inc. (the “Company”, “we”, “us” or “our”), was incorporated in the State of Nevada on June 29, 2007.

~~Originally~~Since ~~founded~~inception, inthe ~~2007~~Company ashas undergone several strategic transformations conducting prior operations under the names Legend Mining Inc., Stevia ~~the~~First ~~Company~~Corp., ~~began~~Vitality ~~operations~~Biopharma, asInc., aand ~~mineral~~Malachite ~~extraction~~Innovations, ~~exploration business~~Inc. In ~~2011~~December 2023, the Company ~~changed~~ adopted its current name and toreorganized ~~Stevia~~into ~~First~~six ~~Corp.~~operating ~~and~~segments: ~~pursued~~Range aReclaim, ~~new~~Range ~~strategy~~Water, ~~focused~~Range onSecurity, ~~developing~~Range ~~stevia-based~~Land, ~~additives~~Range ~~for~~Minerals, and Graphium Biosciences. The Company expanded its environmental services operations through the ~~food~~acquisitions ~~and~~of ~~beverage industry~~Range Environmental Resources, Inc. Inand ~~2015~~Range Natural Resources, ~~the~~Inc. ~~Company~~in ~~changed~~May ~~its~~2022, ~~name~~and toCollins ~~Vitality~~Building ~~Biopharma~~& Contracting, Inc. ~~and~~in ~~pursued~~August 2023. The Company subsequently sold substantially all the assets of Collins Building in August 2024, followed by a ~~new~~complete ~~strategy~~divestment ~~focused~~in onDecember ~~developing~~2025, ~~cannabinoid-based~~and divested Graphium Biosciences, ~~prodrugs~~Inc. ~~anticipated~~in toSeptember ~~treat~~2024, ~~inflammatory~~as ~~conditions~~described ofin more detail in Note 4. Since March 2025, the ~~gastrointestinal~~Company ~~tract~~conducts its business under two operating segments: Range Land and Range Services.

InSignificant ~~October~~land ~~2021, the Company changed its name to Malachite Innovations, Inc.~~ and ~~formed~~asset ~~two~~acquisitions ~~wholly-owned operating subsidiaries~~include: (i) Graphium Biosciences, Inc., a Nevada corporation (“Graphium”), into which the Company contributed all of its drug development assets; and (ii) Daedalus Ecosciences, Inc., a Nevada corporation (“Daedalus”) which was formed to serve as a holding company for the Company’s future impact investing businesses.

~~In May~~● ~~2022,~~Hobet ~~the~~Mine Acquisition (September 2023): The Company acquired ~~Range~~1,745 ~~Environmental~~acres ~~Resources~~of surface and mineral interests in Lincoln and Boone Counties, ~~Inc.~~West Virginia, for a total cash purchase price of $948,376. ● Fola Mine Acquisition (March 2025): The Company acquired 120,154 acres of fee, surface, and mineral interests at the Fola Mine Complex in Clay and Nicholas Counties, West Virginia ~~corporation~~ (the “~~Range~~Fola ~~Environmental~~Acquisition”) ~~and Range~~from ~~Natural~~AppleAtcha ~~Resources~~Land, ~~Inc.~~LLC, aan ~~West~~entity ~~Virginia~~indirectly ~~corporation~~owned by the Company’s largest shareholder and its CEO (“~~Range Natural~~AppleAtcha”). The acquisition included the purchase of 15 mining permits and ~~together~~the assumption of management and reclamation responsibilities for 21 additional mining permits that remained with ~~Range~~the ~~Environmental~~current permittee, ~~the~~WV ~~“Range Reclamation~~Reclaim ~~Entities~~Co. LLC (“Reclaim”), with an estimated total asset retirement obligation of $36.6 million. The ~~Range~~Company ~~Reclamation~~also ~~Entities~~assumed ~~provide~~two ~~land~~coal ~~reclamation~~royalty contracts, and ~~water~~a ~~restoration~~25-year ~~services~~lease for a large-scale solar project. The Fola Acquisition is described in more detail in Note 4. ● Ramp Run Mine Transaction (May 2025): The Company entered into a Transaction Advisory Agreement (“Advisory Agreement”) with AppleAtcha and Reclaim, pursuant to ~~mining~~which AppleAtcha and ~~non-mining customers~~Reclaim ~~throughout~~agreed to pay the ~~Appalachian~~Company ~~region~~$750,000 and $25,000, respectively (collectively, the “Advisory Fee”) in connection with the ~~goal~~Company’s ofassistance ~~returning~~with ~~land~~the sale to ~~pre~~a third-~~mining~~party ~~conditions~~purchaser orof ~~repurposing~~(i) ~~the~~approximately ~~land~~424.80 ~~for~~acres ~~natural, commercial,~~of ~~agricultural~~surface orinterests ~~recreational~~and ~~use~~3,773.60 ~~The~~acres ~~Range~~of ~~Reclamation~~mineral ~~Entities’~~interests ~~water~~and ~~restoration~~(ii) ~~services~~three ~~seek~~(3) related mining permits ((i) and (ii) collectively referred to ~~improve~~herein as the ~~water quality~~“Ramp inRun ~~rivers,~~Mine”). ~~streams~~● Winoc Acquisition (June 2025): The Company acquired two mining permits for which the Company had previously assumed management and ~~discharges~~reclamation responsibilities through ~~novel~~the Fola Acquisition and ~~innovative~~assumed ~~treatment~~an ~~applications~~associated tocoal ~~help~~lease ~~customers~~at ~~meet~~the ~~their~~Fola ~~various~~Mine ~~regulatory standards~~(the ~~and~~“Winoc ~~requirements~~Acquisition”). ~~From~~● ~~May~~Premier-Cambrian ~~2022~~Acquisition to(December ~~June~~2025): ~~2024~~The Company acquired 15,704 ~~Range~~acres ~~Natural~~of ~~engaged~~surface ~~subcontractors~~land ~~who~~and ~~controlled~~42,500 acres of mineral interests associated with the Premier Elkhorn Mine Complex and ~~were~~Cambrian ~~responsible~~Coal ~~for mining~~Mine Complex in Pike, Letcher and ~~selling~~Floyd ~~coal~~Counties, toKentucky ~~third~~(the “Premier-~~party~~Cambrian ~~customers~~Acquisition”) ~~incidental~~from toContinental Land, LLC, an entity indirectly owned by the ~~reclamation~~Company’s largest shareholder and ~~repurposing~~its CEO. The acquisition included the assumption of ~~mine~~management ~~sites~~and reclamation responsibilities for 43 mining permits that remained with the current permittee, Reckoning Reclamation LLC, with an estimated total asset retirement obligation of $43.1 million. The Premier-Cambrian Acquisition is described in more detail in Note 5.

In December 2023, the Company changed its name to Range Impact, Inc., and reorganized into five operating business segments: (i) Range Reclaim, (ii) Range Water, (iii) Range Security, (iv) Range Land, and (v) Drug Development.

In January 2024, the Company added Range Minerals as a new operating business segment. Range Minerals was previously reported within the Range Reclaim operating business segment. The Drug Development segment was also renamed Graphium Biosciences.

In August 2024, the Company sold substantially all of the assets of Collins Building to its previous owner in exchange for the cancellation of all remaining debt owed to him, as described in more detail in Note 2.

In September 2024, the Company sold Graphium and all of its drug development assets. The Company is no longer in the cannabinoid drug development business, as described in more detail in Note 2.

Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the ~~settlement~~ settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, during the year ended December 31, ~~2024~~2025, the Company incurred a net loss (excluding recognized bargain purchase gains of $21,928,500) of $92,~~798~~760,~~083~~822 and ~~used~~generated $1123,~~591,426~~028 of cash in the Company’s operating activities. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date ~~that~~ that the financial statements are issued. The financial statements do not include any adjustments that might be necessary should the ~~Company~~ Company be unable to continue as a going concern.

The ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations in the future and/or raising additional capital to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company estimates, as of December 31, ~~2024~~2025, that it may not have sufficient funds to operate the business for 12 months given its cash balance of $~~167~~2,~~286~~110,171 against near term cash requirements and expected revenues to be generated by the Company’s operating business segments. ~~The Company is actively seeking additional financing and other sources of capital to fund its currently estimated level of operations.~~ However, these estimates could differ if the Company encounters unanticipated difficulties, or if its estimates of the amount of cash necessary to operate its business prove to be wrong, and the Company uses its available financial resources faster than it currently expects. The Company is actively seeking additional financing and other sources of capital to fund its currently estimated level of operations. No assurance can be given that any future financing or capital, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. As a result, management’s plans do not currently overcome the substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the accompanying financial statements are issued.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) and with the instructions to Form 10-K and Article 8 of Regulation S-X. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries: CLV Azurite Land LLC, Collins Building & Contracting, Inc. (sold in December 2025 and included in discontinued operations in 2025 and retroactively for 2024), Graphium Biosciences, Inc. (sold in September 2024 and included in discontinued operations in 2024 ~~and~~), ~~retroactively~~Range ~~for~~Bluegrass ~~2023)~~Land, ~~Range~~LLC, Range Environmental Resources, Inc., Range Land, LLC, Range Minerals, LLC, Range Natural Resources, Inc., Range Reclaim, LLC, Range ~~Security~~Rock Creek Land, LLC, Range Security ~~Resources~~, LLC, Range ~~Water~~Security Resources, LLC, ~~Terra~~Range ~~Preta,~~Sky ~~LLC,~~View ~~Aether Credit Ventures~~Land, ~~Inc. (dissolved in November 2023)~~LLC, ~~Pristine~~Range ~~Stream Ventures~~Water, ~~Inc. (dissolved in November 2023)~~LLC, and ~~NextGen~~Terra ~~AgriTech~~Preta, ~~Inc.~~ ~~(dissolved in November 2023)~~LLC, and have been prepared in accordance with accounting principles generally accepted in the United States of America. Intercompany balances and transactions have been eliminated in consolidation.

Reclassifications

Certain prior period amounts have been reclassified to conform with the current period’s presentation.

F-7

Use of Estimates

Discontinued Operations

During the third quarter of 2024, the Company sold its wholly-owned subsidiary Graphium Biosciences, Inc. During the fourth quarter of 2025, the Company sold its wholly-owned subsidiary Collins Building & Contracting, Inc. Additionally the Company ceased providing reclamation services through Range Services to third parties during the year ended December 31, 2025. In accordance with GAAP, assets and ~~liabilities~~ liabilities of discontinued operations are presented separately in the Consolidated Balance Sheets, and results of discontinued operations are reported as a separate component of consolidated net loss or net income in the Consolidated Statements of Operations, for all periods presented, resulting in changes to the presentation of certain prior period amounts.

Refer to Note 2 for additional discussion of discontinued operations and disposition of assets. All other notes to these consolidated financial statements present the results of continuing operations and exclude amounts related to discontinued operations for all periods presented.

Business Combinations

Business combinations are accounted for using the purchase method of accounting under ASC 805, “Business Combinations.” This method requires the Company to record assets and liabilities of the businesses acquired at their estimated fair values as of the acquisition date. Any excess of the cost of the acquisition over the fair value of the net assets acquired is recorded as goodwill. Any excess of the fair value of the net assets acquired over the cost of the acquisition is accounted for as a bargain purchase gain. Determining the fair value requires management to make estimates and assumptions including discount rates, rates of return on assets, and long-term sales growth rates.

Revenue Recognition

The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers”. The core principle of the ASC 606 revenue recognition standard is that a company should recognize revenue by analyzing the following five steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) each performance obligation is satisfied.

The Company primarily invoices customers for coal royalties and recognizes revenue on a periodic basis ~~for~~as ~~equipment~~coal and labor hours provided to a customer on a particular job based on an agreed-upon hourly rate sheet or a fixed amount for a project. The Company also invoices customers and recognizes revenue for equipment mobilization fees and materials and supplies required to complete a project. The Company invoices for the sales of chemicals, stone and other products and recognizes revenue when the products are delivered to the customer’s designated site or when control of these products is ~~transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products~~shipped. ~~Sales taxes and other taxes that the Company collects concurrent with revenue producing~~ ~~activities are excluded from revenue.~~ Costs for equipment, labor and chemicals are generally expensed as incurred ~~since the projects are generally short-term and not subject to a contract~~. ~~The Company also invoices customers for the provision of environmental security services at an agreed-upon hourly rate for each project.~~ All revenue is recognized at a point in time.

The Company recognizes consulting revenue on ~~reclamation~~a ~~contracts~~periodic basis ~~over time~~ as ~~performance~~services ~~obligations~~ are ~~satisfied~~provided ~~due~~ to ~~the~~non-affiliated ~~continuous transfer~~third ofparties ~~control~~related to the ~~customer.~~reclamation ~~The~~and ~~Company’s~~repurposing ~~contracts~~of ~~are~~land ~~generally~~at ~~accounted for as a single performance obligation since~~ the ~~Company is providing a significant service of integrating components into a single project. The Company recognizes revenue using a cost~~Premier-~~based input method, by which actual costs incurred relative to total estimated contract costs determine, as a percentage, progress~~Cambrian ~~toward contract completion~~Mine. ~~This~~All ~~percentage is applied to the transaction price to determine the amount of~~ revenue ~~to recognize. The Company believes the cost-based input method~~ is ~~the~~recognized ~~most~~at ~~faithful~~a ~~depiction~~point ofin ~~performance because it directly measures the value of the services transferred to the customer~~time.

The Company recognized revenue on reclamation contracts over time for operations included in discontinued operations. The Company’s contracts were generally accounted for as a single performance obligation since the Company was providing a significant service of integrating components into a single project. The Company recognized revenue using a cost-based input method, by which actual costs incurred relative to total estimated contract costs determine, as a percentage, progress toward contract completion. This percentage was applied to the transaction price to determine the amount of revenue to recognize. The Company believes the cost-based input method is the most faithful depiction of performance because it directly measures the value of the services transferred to the customer.

Contract Estimates

Due to the nature of the Company’s former performance obligations, the estimation of total revenue and cost at completion is subject to many variables and requires significant judgment. Since a significant change in one or more of these variables could affect the profitability of contracts, the Company reviews and updates contract-related estimates regularly through a review process in which the Company reviews the progress and execution of performance obligations and the estimated cost at completion. All activity related to these contracts are included in discontinued operations as of December 31, 2025, and retroactively to December 31, 2024.

The Company ~~recognizes~~recognized adjustments in estimated profit on contracts under the cumulative catch-up method. Under this method, the impact of the adjustment on profit recorded to date is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance is recognized using the adjusted estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, a provision for the entire loss is recognized in the period it is identified.

F-8

The net effect of the changes in estimates of contract profits on current year closed jobs was to decrease “net income” by ~~approximately~~ approximately ($279,970) for the 13 months ended December 31, 2024 (for the period December 1, 2023 through December 31, 2024), which is included in net income from discontinued operations in the statement of operations. The effect to “net income” is based on that which would have been reported had the revised estimates been used as the basis of recognition of contract profits in the preceding year.

Contract Modifications

Contract modifications can occur during the performance of the Company’s contracts. Contracts are modified to account for changes in contract specifications or requirements. In most instances, contract modifications are for goods or services that are not distinct, and, therefore, are accounted for as part of the existing contract.

Cost and Expense Recognition

Contract costs include all direct labor, materials, equipment mobilization, subcontractor, and equipment costs, and those indirect costs related to contract performance, such as indirect labor, tools and supplies. Costs are recognized as incurred.

The Company recognizes a portion of its revenue from contracts for financial reporting purposes over time. Progress toward completion of the Company’s contracts is measured by the percentage of cost incurred to date compared to estimated total costs for each contract. This method is used because management considers total cost to be the best available measure of progress on contracts. Because of inherent uncertainties in estimating costs, it is at least reasonably possible that the estimates used will change significantly over the course of the contract’s performance.

Revenue in the amount of $3,710,714 was earned ~~over~~using a point-in-time ~~compared~~measurement toduring the year ended December 31, 2025, and is included in continuing operations. Revenue in the amount of $1,189,915 was earned using a point-in-time measurement during the year ended December 31, 2025, and is included in discontinued operations. Revenue in the amount of $6,951,680 and $2,059,401 was earned using a point-in-time isand asearned-over-time measurement, ~~follows~~respectively, ~~for~~during the ~~years~~year ended December 31, 2024, and ~~2023~~both are included in discontinued operations.

SCHEDULE OF REVENUE EARNED OVERTIME COMPARED TO A POINT IN TIME

	Year ended December 31, 2024		Year ended December 31, 2023
Earned over time	$	2,059,401	$	2,824,387
Point in time		6,951,680		16,521,919
Total revenue	$	9,011,081	$	19,346,306

Cost of Services

Contract costs include all direct labor, materials, subcontractor, and equipment costs and those indirect costs related to contract performance, such as indirect labor, tools and supplies. For construction contracts, costs are generally recognized as incurred. Under certain circumstances, costs incurred in the period related to future activity on contracts may be capitalized.

Costs incurred that do not contribute to satisfying performance obligations are excluded from the cost input calculation for revenue recognition. Excluded costs include both uninstalled materials and abnormal costs. Abnormal costs comprise wasted materials, wasted or rework labor and other resources to fulfill a contract that were not reflected in the price of the contract. A limited allowance for material overages and labor inefficiencies is typically included in our contract costs estimates (and by extension, in the contract price).

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. From time to time, the Company’s cash account balances exceed the balances covered by the Federal Deposit Insurance System. The Company has never suffered a loss due to such excess balances.

Accounts Receivable

Included as a component of discontinued operations accounts receivable are contract receivables that represent the Company’s unconditional right, subject only to the passage of time, to receive consideration arising from performance obligations under reclamation contracts with customers. Billed contract receivables have been invoiced to customers based on contracted amounts. Contract receivables were $154,354 as of December 31, 2024 and ~~$247,310~~are asincluded ofin ~~December~~current ~~31,~~assets ~~2023~~from discontinued operations on the balance sheet for the year then ended.

F-9

The Company recognizes an allowance for losses on accounts and contract receivables in an amount equal to the current expected credit losses. The estimation of the allowance is based on an analysis of historical loss experience, current receivables aging and management’s assessment of current conditions and reasonable and supportable expectations of future conditions, as well as an assessment of specific identifiable customer accounts considered at risk or uncollectible. Based on management’s assessment, it has concluded that losses on balances outstanding as of December 31, ~~2024~~2025 and ~~2023~~2024 will be immaterial and, therefore, no allowances were recorded for the years ended December 31, ~~2024~~ 2025 or ~~2023~~2024. No bad debt expense was accrued in either of the years ended December 31, ~~2024~~2025 or ~~2023~~2024.

Contract Assets (Discontinued Operations)

Billing practices are governed by the contract terms of each project based upon costs incurred, achievement of milestones or predetermined schedules. Billings do not necessarily correlate with revenue recognized over time using the percentage-of-completion method. Contract assets include unbilled amounts typically resulting from revenue under long-term contracts when the percentage-of-completion method of revenue recognition is utilized, and revenue recognition exceeds the amount billed to the customer. The Company’s contract assets are reported on a contract-by-contract basis at the end of each reporting period. The Company classifies contract assets as current or noncurrent based on whether the revenue is expected to be recognized sooner or later than one year from the balance sheet date. These accounts receivable are included in the discontinued operations for 2024.

Details of contract assets arising from reclamation contracts in process as of December 31, 2024 ~~and 2023~~ are as follows:

SCHEDULE OF CONTRACT ASSETS

December 31, 2024


Costs incurred on contracts in progress	$	1,513,306
Estimated earnings		1,168
Revenue earned on contracts in progress		1,514,474
Less: Billings to date		(1,360,120	)
Total contract assets	$	154,354

December 31, 2023

Costs incurred on contracts in progress	$	425,634
Estimated earnings		340,528
Revenue earned on contracts in progress		766,162
Less: Billings to date		(518,852	)
Total contract assets	$	247,310

Property and Equipment

Property and equipment is carried at cost. Expenditures for maintenance and repairs are charged to cost of services. Additions and betterments are capitalized. The cost and related accumulated depreciation of equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is reflected in the current year’s earnings.

SCHEDULE OF PROPERTY AND EQUIPMENT

	December 31, 2024			December 31, 2023
	December 31, 2025			December 31, 2024
Equipment	$	3637,~~433,543~~173		$	133,~~835~~433,~~929~~543
Land		1,008,897			1,563,797
Accumulated depreciation		(521,798	)		(2,542,771	)
Buildings		-			199,500
Net book value		115,375			890,772
Property and equipment, gross		-			199,500
Depreciation expense (continuing operations)		78,383			89,947
Accumulated depreciation		(2,542,771	)		(2,297,324	)
Depreciation expense (discontinued operations)	$	91,908		$	1,779,050
Net book value		1,899,669			13,301,902
Depreciation expense	$	1,868,997		$	1,781,573

See Note 2 for more details on the change in buildings, property and equipment.

The Company provides for depreciation of property and equipment using the straight-line method for both financial reporting and federal income tax purposes over the estimated ~~six~~6six-year useful lives of the equipment. All of the Company’s buildings were acquired in the purchase of Collins Building and are also being depreciated over an estimated ~~six~~6six-year useful life due to their age at the date of acquisition.

F-10

The Company assesses the recoverability of its property and equipment by determining whether the depreciation of the assets over their remaining lives can be recovered through projected future cash flows generated by the assets. There was a group of five assets identified for impairment. See “Equipment Held for Sale” below.

Land

Land is carried at cost. The Company assesses the recoverability of its land by determining whether the cost of the land can be recovered through projected future cash flows generated by the land. No land was identified for impairment.

SCHEDULE OF LAND

	December 31, 2025		December 31, 2024

Land, beginning of year	$	1,008,897	$	1,008,897
Acquisitions during the period		41,539,505		-
Impairments		-		-
Land, end of year	$	42,548,402	$	1,008,897

Equipment Held for Sale

Following the completion of specific projects in the fourth quarter of 2024, ~~Management~~the Company’s management concluded that certain pieces of equipment would no longer be required for future projects. Consequently, these items were separated and prepared for sale. The Company ~~company~~was is expecting to sell these assets to a private party ~~within~~during the first six months of ~~the~~fiscal ~~filing~~year ~~date of this report~~2025. ItThe isCompany ~~not~~recorded an ~~yet~~impairment ~~known~~loss ~~whether~~of ~~there~~$738,913 as ~~will~~of beDecember a31, ~~gain~~2024 orbased ~~loss~~ on ~~the~~its ~~disposal,~~determination ~~but~~of ~~Management~~fair ~~believes~~value of the assets ~~are~~to ~~currently~~be ~~held~~sold. atThese ~~fair~~assets ~~value.~~were ~~The~~reported ~~Company~~within ~~recorded~~the Range anServices ~~impairment~~segment ~~loss~~and ofwere ~~$738,913 as~~fully disposed of ~~December~~in ~~31, 2024~~2025. ~~These~~There ~~assets~~is ~~are~~no ~~reported~~equipment ~~within~~held ~~the~~for ~~Range~~sale ~~Reclaim~~as ~~segment~~of December 31, 2025.

Goodwill

U.S. GAAP requires that goodwill be tested for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not (i.e., a likelihood greater than 50%) that the reporting unit is impaired. During interim periods, ASC 350 requires companies to focus on those events and circumstances that affect the significant inputs used to determine the fair value of the reporting unit to determine whether an interim quantitative impairment test is required.

The Company performed its annual impairment test for goodwill on December 31, 2024 which was the annual assessment date. The Company first assessed certain qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount, and whether it is therefore necessary to perform the quantitative impairment test. AtOn December 31, 2024, it was determined that a quantitative impairment test was required. The Company performed a discounted cash flow analysis and determined the value of the goodwill had lapsed. As a result, the goodwill was fully impaired and resulted in a charge against earnings in the full amount of $751,421 during the year ended December 31, 2024.

As a result of the full impairment of goodwill during the year ended December 31, 2024, the Company had no goodwill recorded on its Consolidated Balance Sheets as of December 31, 2024 and December 31, 2025.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized as income (loss) in the period that includes the enactment date.

Leases

The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments. The Company had no lease commitments for longer than one year as of December 31, ~~2024~~2025 or ~~2023. The laboratory space lease in Rocklin, California was renewed in March 2022 and ended on March 31, 2023. The space was leased on a month-to-month basis through September~~ 2024.

Stock-Based Compensation

The Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services. The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation, whereby the value of the award is measured on the date of grant and recognized for employees as compensation expense on the straight-line basis over the vesting period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services. The Company recognizes the fair value of stock-based compensation within its Consolidated Statements of Operations with classification depending on the nature of the services rendered.

The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods.

F-11

Basic and Diluted Income (Loss) Per Share

Basic income (loss) per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of outstanding common shares during the period. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. Diluted income (loss) per share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. Diluted loss per share excludes all potential common shares if their effect is anti-dilutive. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive:

	December 31, 2024		December 31, 2023
	December 31, 2025		December 31, 2024
Options		1113,~~594~~193,~~210~~376		11,~~392~~594,~~544~~210
Warrants		3,166,667		3,~~313~~166,~~335~~667
Total		1416,~~760~~360,~~877~~043		14,~~705~~760,~~879~~877
Anti-dilutive loss per share		1416,~~760~~360,~~877~~043		14,~~705~~760,~~879~~877

Patents and Patent Application Costs

Although the Company believes that its patents and underlying technology have continuing value, the amount of future benefits to be derived from the patents is uncertain. Accordingly, patent costs are expensed as incurred.

Research and Development

Research and development costs consist primarily of fees paid to consultants and outside service providers, patent fees and costs, and other expenses relating to the acquisition, design, development and testing of the Company’s ~~treatments~~reclamation and redevelopment innovations and product candidates. Research and development costs are expensed as incurred.

Fair Value of Financial Instruments

FASB ASC 825, “Financial Instruments” requires that the Company disclose estimated fair values of financial instruments. Financial instruments held by the Company include, among others, accounts receivable, accounts payable, line of credit, and long -term debt. The carrying amounts reported in the balance sheets for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value.

Fair Value Measurements

As defined in FASB ASC 280 “Fair Value Measurements”, fair value is the price that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. In determining fair value, the Company utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable firm inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the examination of inputs used in the valuation techniques, the Company is required to provide the following information according to the fair value hierarchy. The fair hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories.

●	Level 1:	Quoted market prices in active markets for identical assets or liabilities
●	Level 2:	Inputs to the valuation methodology include:
	○	Quoted prices for similar assets or liabilities in active markets;
	○	Quoted prices for identical assets or similar assets or liabilities in inactive markets;
	○	Inputs other than quoted prices that are observable for the asset or liability;
	○	Inputs that are derived principally from or corroborated by observable market data by correlation or other means.
●	Level 3:	Unobservable inputs that are not corroborated by market data

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The following is a description of the valuation methodologies used for instruments measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy.

The equipment held for sale at December 31, 2024 is carried at the lower of carrying amount or fair value, and is considered ~~level~~Level 2 as it is based on market prices for similar assets.

The Company’s long-term intangible assets as of December 31, 2025 are recorded in an amount equal to the fair value of the Company’s asset retirement obligations and therefore are considered Level 3.

Segments

As of December 31, ~~2024~~2025, the Company ~~has~~had ~~five~~ two operating business segments: (i) Range ~~Reclaim;~~Land and (ii) Range ~~Minerals;~~Services. ~~(iii)~~ Range ~~Water; (iv) Range Security; and (v) Range~~ Land. ~~Previously,~~is ~~beginning~~focused inon ~~October~~acquiring ~~2021,~~former ~~the~~mine ~~Company~~lands ~~began~~with ~~operating under two segments: (A)~~ the ~~Drug~~ ~~Development~~goal ~~segment, which reported the operating results~~ of ~~the~~reclaiming ~~Company’s~~and ~~broad~~repurposing ~~portfolio of glycosylated cannabinoid prodrugs operating under~~ the ~~name~~sites ~~Graphium~~into ~~Biosciences,~~long-term ~~and~~revenue ~~(B)~~generating ~~the~~projects. Range ~~Reclaim~~Services ~~segment,~~provides ~~which~~environmental ~~reported the operating results of our land reclamation, water restoration~~ and ~~incidental~~operational ~~coal~~support ~~mining~~ services to ~~customers~~help reclaim ~~throughout Appalachia. The Range Water, Range Security~~ and ~~Range~~repurpose ~~Land business~~former ~~segments~~mine ~~began operations in 2023~~land. ~~Beginning in January 2024~~Previously, ~~Range Minerals, which was previously reported within~~ the ~~Range Reclaim~~Company ~~operating~~had ~~business~~five ~~segment, was separately reported as its own~~ operating business ~~segment~~segments: ~~focused on coal mining using subcontractors~~(i) ~~and~~Range ~~related~~Reclaim; ~~reclamation~~(ii) ~~activities,~~Range ~~and~~Minerals; ~~the~~(iii) ~~Drug~~Range ~~Development~~Water; ~~segment~~(iv) ~~was~~Range ~~renamed~~Security; ~~Graphium Biosciences. Graphium Biosciences was sold in September 2024~~ and ~~therefore~~(v) ~~the~~Range ~~drug development business segment named Graphium Biosciences is no longer reported as an operating business segment of the Company~~Land.

In accordance with the “Segment Reporting” Topic of ASC 280, the Company’s chief operating decision-maker has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing, and distribution processes.

F-12

Recent Accounting Pronouncements

In ~~November~~December 2023, the FASB issued ASU 2023-0709, “~~Segment~~Income ~~Reporting~~Taxes (Topic ~~280~~740): Improvements to ~~Reportable~~Income ~~Segment~~ Tax Disclosures.” This ~~update requires public entities~~ASU toenhances ~~disclose~~income ~~significant~~tax ~~segment~~disclosures ~~expenses~~by ~~regularly~~providing ~~provided~~information to ~~the~~better ~~Chief~~assess ~~Operating~~how ~~Decision~~an ~~Maker~~entity’s ~~(CODM)~~operations, ~~and~~related totax ~~provide~~risks, ~~additional~~tax ~~qualitative~~planning and ~~quantitative~~operational ~~disclosures~~opportunities ~~regarding~~affect ~~how~~its ~~segments~~tax ~~are~~rate ~~managed.~~and ~~The~~prospects ~~Company~~for ~~adopted~~future ~~ASU~~cash ~~2023-07~~flows. asThis ofASU ~~December~~requires ~~31,~~additional ~~2024,~~disclosures into ~~accordance~~the ~~with~~annual ~~the~~effective ~~required~~tax ~~adoption~~rate ~~timeline~~reconciliation ~~for~~including ~~public~~specific ~~entities.~~categories ~~The~~and ~~adoption~~further ofdisaggregated ~~this~~reconciling ~~ASU~~items ~~did~~that ~~not~~meet ~~materially~~the ~~impact~~quantitative threshold. ~~its~~Additionally, ~~financial~~the ~~statement~~ASU requires disclosures~~, as~~ ~~the~~relating ~~Company’s~~to ~~existing~~income ~~segment~~tax ~~reporting~~expense ~~practices~~and ~~were~~payments ~~already~~made into ~~alignment~~federal, ~~with~~state, ~~the~~local ~~new~~and ~~requirements~~foreign jurisdictions. ~~The~~This ~~Company~~ASU ~~will~~is ~~continue to~~effective ~~evaluate~~for ~~its~~fiscal ~~segment~~years ~~disclosures~~and ininterim ~~future~~periods ~~reporting~~beginning ~~periods~~after toDecember ~~ensure~~15, ~~compliance~~2024. ~~with~~The ~~evolving~~Company ~~accounting~~adopted this ~~guidance~~ASU ~~and~~effective ~~disclosure best~~January ~~practices~~1, 2025 with no material impact.

In ~~December~~November ~~2023~~2024, the FASB issued ASU ~~2023~~2024-0903, “Income ~~Taxes~~Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (~~Topic~~Subtopic ~~740~~220-40): ~~Improvements~~Disaggregation toof Income ~~Tax~~Statement ~~Disclosures~~Expenses.” This ~~ASU~~update ~~enhances~~requires public entities to disaggregate income ~~tax~~statement ~~disclosures~~expense byline ~~providing~~items ~~information~~and to ~~better~~disclose ~~assess~~in ~~how~~tabular anformat ~~entity’s~~within ~~operations,~~the ~~related~~notes ~~tax~~to ~~risks, tax~~the ~~planning~~financial ~~and~~statements ~~operational~~certain ~~opportunities~~categories of ~~affect~~costs ~~its~~(e.g. ~~tax~~purchases ~~rate~~of ~~and~~inventory, ~~prospects~~employee ~~for~~compensation, ~~future~~deprecation, ~~cash~~intangible ~~flows.~~asset ~~This~~amortization, ~~ASU~~depletion ~~requires~~etc.) ~~additional disclosures~~ to the ~~annual~~extent line ~~effective~~items ~~tax~~contain ~~rate~~such ~~reconciliation~~costs. ~~including~~In ~~specific~~addition, ~~categories~~entities ~~and~~will ~~further~~be ~~disaggregated~~required ~~reconciling~~to ~~items~~define ~~that~~and ~~meet~~disclose ~~the quantitative~~selling ~~threshold~~expenses. ~~Additionally,~~The ~~the~~additional ~~ASU requires~~ disclosures may ~~relating~~be toprovided ~~income~~prospectively ~~tax~~or ~~expense~~retrospectively. ~~and~~The ~~payments~~amendments ~~made~~are toeffective ~~federal,~~for ~~state, local~~annual ~~and~~reporting ~~foreign~~periods ~~jurisdictions.~~beginning ~~This~~after ~~ASU~~December 15, is2026, ~~effective~~and ~~for~~interim ~~fiscal~~periods ~~years~~within ~~and~~annual ~~interim~~reporting periods beginning after December 15, ~~2024~~2027. ~~The~~ ~~Company~~Early ~~continues~~adoption tois ~~evaluate~~permitted. The Company will provide the ~~impact~~additional ofrequired ~~adopting~~disclosures ~~this~~upon ~~ASU~~adoption.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This update requires public entities to disclose significant segment expenses regularly provided to the Chief Operating Decision Maker (CODM) and to provide additional qualitative and quantitative disclosures regarding how segments are managed. The Company adopted ASU 2023-07 as of December 31, 2024 in accordance with the required adoption timeline for public entities. The adoption of this ASU did not materially impact the Company’s financial statement disclosures as the Company’s existing segment reporting practices were already in alignment with the new requirements.

2. DISPOSALS AND DISCONTINUED OPERATIONS

On August 22, 2024, substantially all assets of Collins Building were sold to its previous owner in exchange for the cancellation of ~~all~~ all remaining debt owed to him by the Company arising from the Company’s acquisition of Collins Building in August 2023. ~~Any~~ Any projects related to Collins Building ~~will~~was to be completed either by subcontractors or with equipment and resources of Range ~~Environmental~~Services. The Company recognized a net loss on the Collins Building sale of $3,043,799. This sale did not constitute a discontinued operation as the Company ~~has~~had ongoing business and iswas still operating with active contracts and completion of work in progress until December 31, 2025. ~~Only~~Refer ~~certain~~to ~~assets were~~Note ~~sold~~3 ~~and~~for ~~debts~~more ~~forgiven~~information on the Collins Building transaction.

On September 30, 2024, the Company sold all of its common stock of Graphium Biosciences to a newly-formed entity, Placer Biosciences, Inc. (“Placer”) owned by two former officers of the Company, in exchange for a warrant to purchase 1,000 shares of Placer’s common stock (then representing 25% of the outstanding shares of Placer) at $0.01 per share and cash proceeds of $100, with the cash proceeds reflected within “Net proceeds from disposition of Graphium Biosciences” in the investing activities of the Consolidated Statements of Cash Flows, and recognized a gain on sale of $100, included within “Loss from discontinued operations” on the Consolidated Statements of Operations. The warrant to purchase Placer’s shares expires September 30, 2034.

During the ~~quarter~~year ended ~~September~~December 3031, 2024, Range Environmental suffered a casualty loss on a piece of equipment. Insurance proceeds of $160,000 were received for this loss. In addition, several pieces of equipment no longer needed for current or foreseeable operations were sold for net proceeds of $270,000. The proceeds from these transactions are shown within “Cash flows from investing activities” and the losses from these transactions are shown within “Cash flows from operating activities” on the Consolidated Statements of Cash Flows for the year ended December 31, 2024.

During the ~~quarter~~year ended ~~September~~December 3031, 2024, the biochar ovens owned by our wholly-owned subsidiary, Terra Preta, LLC, were dismantled since ~~they~~ they were no longer being used for small batch biochar production. The resulting loss of $12,365 is included within “Cash flows ~~from~~ from operating activities” on the Consolidated Statements of Cash Flows for the year ended December 31, 2024.

During the year ended December 31, 2025, the Company sold all its common stock of Collins Building & Contracting, Inc. (“Collins Building”) to its previous owner for $1.00. The sale included all uncompleted projects with government entities and obligates the new owner to complete the construction projects. The sale of Collins Building marks a strategic shift away from providing reclamation services to third parties. As the Company will only provide services for its own benefit, revenues and related expenses to reclamation services provided to third parties is included in discontinued operations on the Consolidated Statement of Operations.

Assets and Liabilities of Discontinued Operations

As previously described, assets and liabilities of discontinued operations are presented separately in the Consolidated Balance Sheets ~~for~~ for all periods presented. AtOn December 31, ~~2024~~2025 and ~~2023~~December 31, 2024, these balances consisted of current ~~and~~assets ~~long-term~~as ~~assets~~well as current liabilities.

The following table presents a reconciliation of the carrying amounts of the major classes of these assets and liabilities to the current and long-term assets and liabilities of discontinued operations as presented on the Company’s Consolidated Balance Sheets:

	December 31, 2024		December 31, 2023
	December 31, 2025		December 31, 2024
Assets
Current Assets
Cash and cash equivalents	$	-	$	219
Accounts receivable	$	-	$	3,209,070
Current assets of discontinued operations	$	-	$	219
Contract assets				154,354
Long-term Assets
Current assets of discontinued operations	$	-	$	3,363,424
Long term assets of discontinued operations	$	-	$	8,534
Current Liabilities
Accounts payable	$	-	$	221,442
Accrued expenses		-		35,496
Current liabilities of discontinued operations	$	-	$	256,938

F-13

Loss from Discontinued Operations

Discontinued operations for years ended December 31, ~~2024~~2025 and ~~2023~~2024 consists of results from Graphium Biosciences operations as well as Collins Building & Contracting, Inc and reclamation services performed for third parties by Range Environmental Resources, Inc., Range Security Resources, LLC, and Range Natural Resources, Inc.

The following table provides details about the major classes of line items constituting “Loss from discontinued operations” presented on the Company’s Consolidated Statements of Operations:

	2025			2024
	December 31
	2024			2023
	2025			2024
Operating expenses:
Revenue		1,189,915			9,011,081
Research and development	$	465,936		$	458,889
Cost of revenues		1,215,076			9,419,997
Total operating expenses		465,936			458,889
General and administrative		-			978,644
Loss from discontinued operations	$	(465,936	)	$	(458,889	)
Research and development		-			465,936
Loss from discontinued operations		(25,161	)		(1,853,496	)
Other income		-			23,943
Goodwill impairment		-			(751,421	)
Interest expense		-			(361,450	)
Loss on sale of assets		-			(3,677,500	)
Loss from discontinued operations	$	(25,161	)	$	(6,619,924	)

3. ACQUISITION OF COLLINS BUILDING & CONTRACTING

On August 31, 2023, the Company entered into a stock purchase agreement with the owner of Collins Building & Contracting, Inc. (“Collins Building”) pursuant to which the owner agreed to sell all of the outstanding common stock of Collins Building to the Company in exchange for (a) cash consideration of $1,000,000, (b) a ~~five~~five5-year secured promissory note in the principal amount of $2,000,000, bearing interest at 7.0% per annum (the “First Promissory Note”), and (c) a ~~two~~two2-year secured promissory note in the principal amount of $2,035,250, bearing interest at 8.25% per annum (the “Second Promissory Note”). The First Promissory Note is secured by the acquired real property and quarry infrastructure, and the Second Promissory Note is secured by the acquired equipment.

The Company accounted for the transaction as a business combination in accordance ASC 805 “Business Combinations”. The Company has performed an allocation of the purchase price paid for the assets acquired and the liabilities assumed. The fair values of the assets acquired are set forth below. Because the fair values exceeded the purchase price, we recognized a gain on the purchase of $1,875,150. The allocation of the purchase price is based on management’s estimates and a third-party assessment of the fair value of the equipment purchased.

Fair value of assets acquired:
Equipment	$	6,156,000
Land		554,900
Buildings		199,500
Total assets acquired		6,910,400
Less: Gain on bargain purchase price		(1,875,150	)
Purchase price	$	5,035,250
Cash consideration		1,000,000
Long-term notes issued to the seller		4,035,250
Total purchase price	$	5,035,250
Acquisition transaction costs incurred	$	167,212

F-14

As discussed in Note 2, on August 22, 2024, nearly all of the equipment, as well as the land and buildings acquired on August 31, 2023, were sold to the previous owner of Collins Building in consideration of the full and complete cancellation of the First Promissory Note and the Second Promissory Note.

For the year ended December 31, 2024, the Company recorded the revenue generated from reclamation services on abandoned mine land, which was historically the core business of Collins Building, as revenue of Range Environmental. ~~Collins Building contributed revenues of $2~~Resources,~~833,068 and~~ ~~net~~Inc. ~~income~~Refer ~~of $437,554~~ to ~~the~~Note ~~Company’s~~2 ~~consolidated revenues and net income~~ for ~~the~~subsequent sale ~~year ended December 31, 2023~~information.

4. ~~GOODWILL~~ACQUISITION OF FOLA MINE SITE

~~The~~On ~~decrease~~March in31, ~~goodwill~~2025, the Company, through its wholly-owned subsidiary Range Sky View Land, LLC, acquired 120,154 acres of fee, surface and mineral interests at the Fola mine complex (“Fola Mine”) located in Clay and Nicholas Counties, West Virginia. As part of the ~~year~~Fola ~~ended~~Acquisition, ~~December~~the 31Company acquired 15 mining permits and the assumption of management and reclamation responsibilities for 21 additional mining permits that remained with the current permittee, ~~2024~~WV Reclaim Co. LLC, ~~was~~with ~~driven~~an byestimated total asset retirement obligation of $36,562,110. As a result, on March 31, 2025, the ~~impairment~~Company recorded asset retirement obligations of $36,562,110 related to the ~~Range~~Fola ~~Reclamation~~Acquisition ~~Entities~~and ~~goodwill~~capitalized an equal amount as a long-term intangible asset. The Company also assumed two coal ~~that~~royalty ~~was~~contracts ~~assessed~~and atone 25-year solar lease for the ~~time~~development of ~~its~~a ~~acquisition~~large-scale insolar ~~2022~~project. ~~See~~Additionally, ~~note~~in 1June 2025, the Company acquired two mining permits for ~~further~~which ~~discussion~~the Company had previously assumed management and reclamation responsibilities through the Fola Acquisition and assumed an associated coal lease at the Fola Mine (the “Winoc Acquisition”).

SCHEDULE OF BUSINESS ACQUISITION OF ~~GOODWILL~~ FOLA MINE SITE

	December 31, 2024			December 31, 2023
Asset retirement obligation, December 31, 2024	$	-
Range Reclaim Segment:
Accretion during the period		1,912,968
Beginning Balance	$	751,421		$	751,421
Sites added during the period		36,562,110
Impairment		(751,421	)		-
Sites removed during the period		(134,596	)
Ending Balance	$	-		$	751,421
Revisions in estimated cash flows during the period		(655,605	)
Expenditures during the period		(1,479,574	)
Asset retirement obligation, December 31, 2025	$	36,205,303

5The Company accounted for the transaction as a business combination in accordance ASC 805 “Business Combinations”. The Company has made an allocation ~~EQUITY~~of the purchase price paid for the assets acquired and the liabilities assumed. The fair value of the land acquired by the Company in connection with the Fola Acquisition was $8,561,000, and the Company agreed to credit an outstanding receivable of $2,958,516 due to the Company from one of the sellers as consideration provided in lieu of cash. Because the fair value of the land acquired exceeded the amount of the credited accounts receivable, the Company recognized a bargain purchase gain of $5,602,484 in the fiscal quarter ended March 31, 2025.

~~Issuance of~~SCHEDULE ~~Common~~OF ~~Stock~~BARGAIN PURCHASE ~~and Warrants~~GAIN

In April 2023, the Company entered into securities purchase agreements providing for the issuance and sale by the Company of (i) 2,733,334 shares of the Company’s common stock (the “April 2023 Shares”) at a price of $0.15 per share and (ii) warrants to purchase up to an additional 2,733,333 shares of the Company’s common stock at a price of $0.60 per share (the “April 2023 Warrants”). The April 2023 Warrants expire on April 11, 2028. The aggregate proceeds to the Company from the sale of the April 2023 Shares and April 2023 Warrants were approximately $400,000.

Fair value of Fola Mine land acquired	$	8,561,000
Accounts receivable credited in lieu of cash		(2,958,516	)
Bargain purchase gain recognized	$	5,602,484
Cash consideration		-
Assumed liabilities		-
Purchase price	$	-
Acquisition transaction costs incurred	$	19,938

In August 2023, the Company entered into a securities purchase agreement providing for the issuance and sale by the Company of 6,666,667 shares of the Company’s common stock (the “August 2023 Shares”) at a price of $05.~~15 per share. After deducting for~~ ~~fees~~ACQUISITION ~~and~~OF ~~expenses,~~PREMIER-CAMBRIAN ~~the~~MINE ~~aggregate net proceeds from the sale of the August 2023 Shares were approximately $1,000,000.~~SITE

InOn ~~October~~December ~~2023~~31, 2025, the Company, ~~entered~~through ~~into~~its ~~warrant~~wholly-owned ~~exchange~~subsidiary ~~agreements~~Range ~~with~~Bluegrass ~~certain~~Land, ~~holders~~LLC, of(“Range ~~warrants~~Bluegrass”) acquired to15,704 ~~exchange~~acres of ~~warrants~~surface toland ~~purchase a~~and ~~total~~42,500 acres of ~~21,733,334~~mineral ~~shares~~interests ofassociated with the ~~Company’s~~Premier ~~common~~Elkhorn ~~stock~~Mine ~~for~~Complex anand ~~aggregate~~Cambrian ofCoal 2Mine Complex in Pike,~~173~~ Letcher and Floyd Counties,~~334~~ ~~shares~~Kentucky of(the “Premier-Cambrian Mine”). The acquisition included the ~~Company’s~~assumption ~~common~~of ~~stock.~~management and reclamation ~~The~~responsibilities ~~warrants~~for 43 mining permits that ~~were~~remained ~~exchanged~~with ~~were~~the ~~extinguished~~current permittee, Reckoning Reclamation LLC, with an estimated total asset retirement obligation of $43.1 million.

SCHEDULE OF ASSET RETIREMENT OBLIGATION

Asset retirement obligation, December 31, 2024	$	-
Accretion during the period		-
Sites added during the period		43,138,994
Sites removed during the period		-
Revisions in estimated cash flows during the period		-
Expenditures during the period		-
Asset retirement obligation, December 31, 2025	$	43,138,994

As part of the acquisition of the Premier-Cambrian Mine, the Company entered into two substantially similar consulting agreements (“Consulting Agreements”) with non-affiliated third parties related to the reclamation and repurposing of approximately 1,500 acres of land at the Premier-Cambrian Mine. The Consulting Agreements provide for an initial engagement fee payment of $1,000,000 on December 31, 2025, and quarterly engagement fee payments of $500,000 payable thereafter until December 31, 2027 (for total payments of $5,000,000). The Consulting Agreements may be terminated at any time. Refer to Revenue Recognition in Note 1.

Also, as part of the acquisition of the Premier-Cambrian Mine, Range Bluegrass entered into an equity option agreement (“Equity Option”) with a non-affiliated third party for the right to receive an equal amount of any cash distributions made by Range Bluegrass to the Company, which equity distribution right can be converted by the non-affiliated third party, in its sole discretion, into 50% of the membership interests of Range Bluegrass. Range Bluegrass was paid $500,000 for the Equity Option on December 31, 2025. Range Bluegrass also entered into a real estate option agreement (“Real Estate Option”) with a different non-affiliated third party for the option to purchase approximately 1,500 acres of the Premier-Cambrian Mine until December 31, 2031. Range Bluegrass was paid $500,000 for the Real Estate Option on December 31, 2025. The Company recorded an amount equal to $1,000,000 as a long-term liability entitled “Deposits Held” in connection with the Equity Option and Real Estate Option.

The Company accounted for the transaction as a business combination in accordance with ASC 805 “Business Combinations”. The Company has performed an allocation of the purchase price paid for the assets acquired and the liabilities assumed. The fair value of the surface land of the Premier-Cambrian Mine was $32,978,504. The Company also assumed reclamation obligations in the amount of $326,472, and because no cash consideration was paid in connection with the acquisition of the Premier-Cambrian Mine, a total bargain purchase gain of $32,652,032 should be recognized. However, because the terms of the Equity Option create a “de facto noncontrolling interest” under ASC 810 in an amount equal to 50% of the equity value of Range Bluegrass, only 50% of the bargain purchase gain of $32,652,032 (an amount equal to $16,326,016) is recognized in the Consolidated Statement of Income as a bargain purchase gain related to the acquisition of the Premier-Cambrian Mine. The remaining balance of the gain (an amount also equal to $16,326,016) is recorded on the balance sheet as “Noncontrolling Equity Interest”.

SCHEDULE OF BARGAIN PURCHASE GAIN

Fair value of Premier-Cambrian Mine land acquired	$	32,978,504
Assumed liabilities		(326,472	)
Bargain purchase gain before noncontrolling interest adjustment	$	32,652,032
Noncontrolling interest adjustment of 50%		(16,326,016	)
Bargain purchase gain	$	16,326,016
Purchase price	$	-
Acquisition transaction costs incurred	$	24,710

F-15

In December 2023, the Company entered into securities purchase agreements providing for the issuance and sale by the Company of 11,333,336 shares of the Company’s common stock (the “December 2023 Shares”) at a price of $06.~~15 per share. The aggregate proceeds~~ ~~from~~ASSET ~~the~~RETIREMENT ~~sale~~OBLIGATIONS ~~of the December 2023 Shares were approximately $1,700,000.~~

Reclamation. The Company’s asset retirement obligations arise from the Federal Surface Mining Control and Reclamation Act of 1977 and similar state statutes, which require that mine property be restored in accordance with specified standards and an approved reclamation plan. Significant reclamation activities include reclaiming refuse and slurry ponds, reclaiming the pit and support acreage at surface mines, sealing portals at deep mines, and the treatment of water. The Company determines the future cash flows necessary to satisfy its reclamation obligations on a permit-by-permit basis based upon current permit requirements and various estimates and assumptions, including estimates of disturbed acreage, cost estimates, and assumptions regarding productivity. The Company is also faced with increasingly stringent environmental regulations, many of which are beyond its control, which could increase its costs and materially increase its asset retirement obligations. Estimates of disturbed acreage are determined based on approved mining plans and related engineering data. Cost estimates are based upon third-party costs. Productivity assumptions are based on historical experience with the equipment that is expected to be utilized in the reclamation activities. The Company’s asset retirement obligations are initially recorded at fair value. In order to determine fair value, it uses assumptions including a discount rate and third-party margin. Each is discussed further below:

Discount Rate. The Company’s asset retirement obligations are initially recorded at fair value. The Company utilizes discounted cash flow techniques to estimate the fair value of its obligations. The Company bases its discount rate on the rates of treasury bonds with maturities similar to expected mine lives and adjust for its credit standing as necessary after considering funding and assurance provisions. Changes in the Company’s credit standing could have a material impact on the valuation of its asset retirement obligations. The discount rate used to calculate the Fola Mine and Premier Cambrian Mine asset retirement obligations are 7.18% and 7.75%, respectively. The annual inflation rate used to calculate the Fola Mine and Premier Cambrian Mine asset retirement obligations are 2.72% and 2.77%, respectively.

Third-Party Margin. The measurement of an obligation at fair value is based upon the amount a third party would demand to perform the obligation. Because the Company plans to perform a significant amount of the reclamation activities with internal resources, a third-party margin was added to the estimated costs of these activities. This margin was estimated based upon the Company’s historical experience with contractors performing similar types of reclamation activities. The inclusion of this margin will result in a recorded obligation that is greater than its estimates of its cost to perform the reclamation activities. If the Company’s cost estimates are accurate, the excess of the recorded obligation over the cost incurred to perform the work will be recorded as a reduction to amortization within its Consolidated Statements of Operations at the time that reclamation work is completed.

On at least an annual basis, the Company reviews its reclamation liabilities and make necessary adjustments for permit changes, if any, as granted by state authorities, additional costs resulting from accelerated mine closures, and revisions to cost estimates and productivity assumptions to reflect current experience and updated plans. At December 31, 2025, the Company recorded asset retirement obligation liabilities of $79,344,297, including amounts reported as current. While the precise amount of these future costs cannot be determined with certainty, as of December 31, 2025, the Company estimates that the aggregate undiscounted cost of final mine closures is approximately $129,445,432. The Company estimates annual aggregated amortization expense related to the long-term intangible assets of $3,170,377 for each of the next five years. Refer to Notes 4 and 5 to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for reclamation disclosures including a table summarizing the changes in asset retirement obligations for the year ended December 31, 2025.

Minimum standards for mine reclamation have been established by various regulatory agencies and dictate the reclamation requirements at the Company’s operations. The Company’s asset retirement obligations consist principally of costs to reclaim acreage disturbed at surface operations and estimated costs to reclaim support acreage, treat mine water discharge, and perform other related functions at underground mines. The Company records these reclamation obligations at fair value in the period in which the legal obligation associated with the retirement of the long-lived asset is incurred. Changes to the asset retirement obligation resulting from permitted sites being added or deleted or changes in future cash flow estimates are made in the period in which the change occurs and are offset by increasing or decreasing the carrying value of the related long-lived asset by an equal amount. Changes to the asset retirement obligation are also recognized as accretive expense in future periods. Changes to long-lived assets are also recognized as amortization expense in future periods. On at least an annual basis, the Company reviews its estimated future cash flows for its asset retirement obligations. The Company’s asset retirement obligations are based on management’s best estimate and may change from period to period as estimated future cash flows change.

SCHEDULE OF ASSET RETIREMENT OBLIGATION


Total asset retirement obligations on December 31, 2024	$	-
Accretion during the period		1,912,968
Sites added during the period		79,701,104
Sites removed during the period		(134,596	)
Revisions in estimated cash flows during the period		(655,605	)
Expenditures during the period		(1,479,574	)
Total asset retirement obligations on December 31, 2025	$	79,344,297

7. GOODWILL

The decrease in goodwill in the year ended December 31, 2024, was driven by the impairment of goodwill that was recorded in connection with the Company’s acquisition of Range Environmental Resources, Inc. and Range Natural Resources, Inc. in May 2022. Please refer to Note 1 for further discussion.

SCHEDULE OF GOODWILL

	December 31, 2024
Range Services Segment:
Beginning Balance of Goodwill	$	751,421
Goodwill Impairment		(751,421	)
Ending Balance of Goodwill	$	-

8. EQUITY

Issuance of Common Stock

In June 2024, the Company entered into securities purchase agreement providing for the issuance and sale by the Company of 3,703,704 shares of the Company’s common stock (the “June 2024 Shares”) at a price of $0.27 per share. The aggregate proceeds from the sale of the June 2024 Shares were approximately $1,000,000.

6.In ~~STOCK~~January ~~OPTIONS~~2025, the Company entered into a securities purchase agreement providing for the issuance and sale by the Company of 3,333,333 shares of the Company’s common stock at a price of $0.15 per share. The aggregate proceeds from these shares were approximately $500,000.

In September 2025, the Company entered into securities purchase agreements providing for the issuance and sale by the Company of 3,666,667 shares of the Company’s common stock at a price of $0.15 per share. The aggregate proceeds from the sale of these shares were approximately $550,000.

9. STOCK OPTIONS

Stock options issued during the year ended December 31, 2025

During the year ended December 31, 2025, the Company granted its two independent directors and CEO options to purchase an aggregate of 750,000 shares of the Company’s common stock with exercise prices of $0.148 per share. All options vested on the date of grant. The fair value of each option award was estimated on the date of grant using the Black-Scholes-Merton Option Pricing model based on the following assumptions: (i) a volatility rate of 259.9%, (ii) a discount rate of 3.75%, (iii) zero expected dividend yield, and (iv) an expected life of 10 years, which is the average of the term of the options. The total fair value of the option grants was approximately $112,500. Also in the year ended December 31, 2025, the Company granted its two independent directors, its CEO, CFO and an administrative staff member, options to purchase an aggregate of 950,000 shares of the Company’s common stock with exercise prices of $0.15 per share. All options vested on the date of grant. The fair value of each option award was estimated on the date of grant using the Black-Scholes-Merton Option Pricing model based on the following assumptions: (i) a volatility rate of 254.2%, (ii) a discount rate of 3.73%, (iii) zero expected dividend yield, and (iv) an expected life of 10 years, which is the average of the term of the options. The total fair value of the option grants was approximately $142,500. As of December 31, 2025, there is no unrecognized compensation cost that will be recognized in 2026.

Stock options issued during the year ended December 31, 2024

During the year ended December 31, 2024, the Company granted to its ~~Chief~~CFO ~~Financial Officer~~ options to purchase an aggregate of 250,000 ~~shares~~ shares of the Company’s common stock with exercise prices of $0.38 per share that expire ten years from the date of grant. Half of the ~~options~~ options granted vested upon grant and the other half vests in ~~one~~ 1one year. The fair value of each option award was estimated on the date of grant using the Black-Scholes-Merton Option Pricing model based on the following assumptions: (i) a volatility rate of 267.24%, (ii) a discount rate of 4.7%, (iii) zero expected dividend yield, and (iv) an expected life of 5 10 years, which is the average of the term of the options and their vesting periods. The total fair value of the option grants to ~~Ms.~~the ~~Missal~~Company’s CFO at its grant date was approximately $95,000, $47,500 of which was allocated to general and administrative expenses during the year ended December 31, 2024, and $47,500 of of which ~~will~~was be amortized ~~one~~ 1one year from the date of grant. As of December 31, 2024, there iswas approximately $65,500 of unrecognized compensation cost ~~that~~to ~~will~~ be recognized in 2025.

~~Stock~~A ~~options~~summary ~~issued~~of the Company’s stock option activity during the ~~year~~years ended December 31, ~~2023~~2025 and 2024 is as follows:

During the year ended December 31, 2023, the Company granted to directors, advisors, and employees options to purchase an aggregate of 2,050,000 shares of the Company’s common stock with exercise prices of between $0.1337 and $0.212 per share that expire ten years from the date of grant. One option granted for 300,000 shares vests over two years, the other 1,750,000 options vested upon grant. The fair value of each option award was estimated on the date of grant using the Black-Scholes-Merton Option Pricing model based on the following assumptions: (i) a volatility rate of between 269.66% and 277.5%, (ii) a discount rate of between 1.40% and 4.27%, (iii) zero expected dividend yield, and (iv) an expected life of 5 years, which is the average of the term of the options and their vesting periods. The total fair value of the option grants to directors, advisors, and employees at their grant dates was approximately $413,470, $386,530 of which was allocated to general and administrative expenses during the year ended December 31, 2023, and $26,940 of which will be amortized over two years from the date of grant. At December 31, 2023, $22,450 of the cost of the outstanding stock-based awards remained outstanding and will be amortized over the next two years.

A summary of the Company’s stock option activity during the years ended December 31, 2024 and 2023 is as follows:

SCHEDULE OF STOCK OPTION ACTIVITY

	Number of Underlying Shares			Weighted Average Exercise Price
Balance outstanding at December 31, 2022		9,392,544		$	0.54
Balance outstanding on December 31, 2023		11,392,544		$	0.47
Granted		2,050,000			0.20
Exercised		-			-
Expired		(50,000	)		3.62
Forfeited		-			-
Balance outstanding at December 31, 2023		11,392,544		$	0.47
Granted		250,000			0.38
Exercised		-			-
Expired		(48,334	)		3.63
Forfeited		-			-
Balance outstanding at December 31, 2024		11,594,210		$	0.45
Balance outstanding on December 31, 2024		11,594,210		$	0.45
Balance exercisable at December 31, 2024		11,369,210		$	0.45
Granted		1,700,000			0.15
Exercised		-			-
Expired		(100,834	)		2.16
Forfeited		-			-
Balance outstanding on December 31, 2025		13,193,376		$	0.40
Balance exercisable on December 31, 2025		13,193,376		$	0.40

AtOn December 31, ~~2024~~2025, the 1113,~~594~~193,~~210~~376 outstanding stock options had aggregate intrinsic value of $993,130.

F-16

A summary of the Company’s stock options outstanding as of December 31, ~~2024~~2025 is as follows:

SCHEDULE OF STOCK OPTION OUTSTANDING

	Number of Options		Weighted Average Exercise Price		Weighted Average Grant- Date Stock Price
Options Outstanding, December 31, 2025		100,000	$	0.1337	$	0.1337
		750,000	$	0.148	$	0.148
		950,000	$	0.15	$	0.15
		3,050,000	$	0.18	$	0.18
		1,550,000	$	0.212	$	0.212
		1,150,000	$	0.277	$	0.277
		750,000	$	0.30	$	0.30
		2,000,000	$	0.35	$	0.35
		250,000	$	0.38	$	0.38
		1,664,542	$	0.50	$	0.50
		128,000	$	0.96	$	0.96
		350,834	$	1.50 - 1.95	$	1.50 - 1.95
		500,000	$	2.00 - 2.79	$	2.00 - 2.79
		13,193,376

A summary of the Company’s stock options outstanding and exercisable as of December 31, 2024 is as follows:

	Number of Options		Weighted Average Exercise Price		Weighted Average Grant- Date Stock Price
Options Outstanding, December 31, 2024		100,000	$	0.1337	$	0.1337
		3,050,000	$	0.18	$	0.18
		1,550,000	$	0.212	$	0.212
		1,150,000	$	0.277	$	0.277
		750,000	$	0.30	$	0.30
		2,000,000	$	0.35	$	0.35
		250,000	$	0.38	$	0.38
		1,664,542	$	0.50	$	0.50
		128,000	$	0.96	$	0.96
		350,834	$	1.50 - 1.95	$	1.50 - 1.95
		597,500	$	2.00 - 2.79	$	2.00 - 2.79
		3,334	$	3.50	$	3.50
		11,594,210

A10. ~~summary of the Company’s stock options outstanding and exercisable as of December 31, 2023 is as follows:~~WARRANTS

~~SCHEDULE~~A OFsummary ~~STOCK~~of ~~OPTIONS~~warrants ~~OUTSTANDING~~to ~~AND~~purchase ~~EXERCISABLE~~ common stock issued during the years ended December 31, 2025 and 2024 is as follows:

	Number of Options		Weighted Average Exercise Price		Weighted Average Grant- Date Stock Price
Options Outstanding, December 31, 2023		100,000	$	0.1337	$	0.1337
		3,050,000	$	0.18	$	0.18
		1,550,000	$	0.212	$	0.212
		1,150,000	$	0.277	$	0.277
		750,000	$	0.30	$	0.30
		2,000,000	$	0.35	$	0.35
		1,664,542	$	0.50	$	0.50
		128,000	$	0.96	$	0.96
		350,834	$	1.50 - 1.95	$	1.50 - 1.95
		597,500	$	2.00 - 2.79	$	2.00 - 2.79
		33,334	$	3.10 - 3.80	$	3.10 - 3.80
		18,334	$	4.00 - 4.70	$	4.00 - 4.70
		11,392,544

7. WARRANTS

A summary of warrants to purchase common stock issued during the years ended December 31, 2024 and 2023 is as follows:

SCHEDULE OF WARRANTS ACTIVITY

	Number of Underlying Shares			Weighted Average Exercise Price
Balance outstanding at December 31, 2022		22,313,335		$	0.61
Balance outstanding on December 31, 2023		3,313,335		$	0.66
Granted		2,733,334			0.60
Exchanged for shares of common stock		(21,733,334	)		0.60
Exercised		-			-
Expired		-			-
Balance outstanding and exercisable at December 31, 2023		3,313,335		$	0.66
Granted		-			-
Exercised		-			-
Expired		(146,668	)		3.00
Balance outstanding and exercisable at December 31, 2024		3,166,667		$	0.56
Balance outstanding and exercisable on December 31, 2024		3,166,667		$	0.56
Granted		-			-
Exercised		-			-
Expired		-			-
Balance outstanding and exercisable on December 31, 2025		3,166,667		$	0.56

On December 31, 2025 and 2024, the outstanding stock warrants had no intrinsic value.

F-17

In October 2023, the Company entered into warrant exchange agreements with certain holders of warrants to exchange warrants to purchase a total of 21,733,334 shares of the Company’s common stock for an aggregate of 2,173,334 shares of the Company’s common stock11. At ~~December~~LINE ~~31,~~OF ~~2024 and 2023, the outstanding stock warrants had no intrinsic value.~~CREDIT

8In November 2022, the Company secured a bank line of credit with a limit of $1,000,000. In November 2023, the Company amended and restated ~~LINE~~this OFline ~~CREDIT~~of credit. The line of credit, as amended, had a maturity date of December 31, 2025, and bore interest at the fixed rate of 8.75%. As of December 31, 2024, the balance due under the line of credit was $1,000,000.

In ~~November~~June ~~2022~~2023, ~~the~~Range ~~Company~~Environmental secured a bank ~~line~~loan ~~of credit~~ with a limit of $1,000,000. In November 2023, the ~~Company~~loan ~~amended~~amount ~~and~~was ~~restated~~increased to $1,400,000 ~~this~~pursuant ~~line~~to ofwhich ~~credit.~~principal ~~The~~and ~~line~~accrued ofinterest ~~credit,~~payments aswere ~~amended~~required in March, ~~has~~June, September and December. The loan had a maturity date of December 31, 2025, and ~~bears~~bore interest at the fixed rate of ~~eight~~ ~~and three-quarters percent (8~~7.75%). As of December 31, 2024 ~~and 2023~~, the balance due under the ~~line~~loan ~~of credit~~ was $1,000,000.

In ~~June~~September ~~2023~~2025, ~~Range~~the ~~Environmental~~Company ~~secured~~consolidated aboth ~~bank~~of ~~loan~~the ~~with~~above-referenced acredit ~~limit~~facilities ofinto ~~$1,000,000.~~one Inbank ~~November~~term ~~2023,~~loan in the ~~loan~~ principal amount ~~was~~of ~~increased to~~ $1,~~400~~800,000 ~~pursuant~~ towith ~~which~~a ~~principal~~maturity ~~and~~date ~~accrued~~of ~~interest~~June ~~payments are required in March~~30, ~~June, September and December~~2030. The ~~loan~~bank ~~has~~term aloan ~~maturity date of December 31, 2025, and~~ bears interest at the fixed rate of ~~seven and three-quarters per cent (~~7.75%). AsQuarterly ofinterest-only ~~December~~payments ~~31,~~are ~~2024, the~~required ~~balance~~through ~~due~~December ~~under~~2025 ~~the~~and ~~loan~~beginning ~~was~~in $12026,~~000,000.~~ Asquarterly ofprincipal ~~December~~and ~~31,~~interest payments ~~2023,~~are ~~the~~required ~~balance~~in ~~due~~March, ~~under~~June, ~~the~~September ~~loan~~and ~~was $1,400,000~~December.

912. LONG-TERM DEBT OBLIGATIONS

Long-term debt consists of the bank term debt onwhich ~~vehicles~~was ~~and~~consolidated ~~equipment~~from existing lines of credit in September 2025. The bank term loan, ~~which~~referenced ~~serves~~above in asNote 11, has a principal balance of $1,800,000 with a maturity date of June 30, 2030. The bank term loan bears interest at the ~~collateral~~fixed rate of seven and three-quarters per cent (7.75%). Quarterly interest only payments are required through December 2025. Beginning in 2026, quarterly principal and interest payments are required in March, June, September and December.

~~Interest~~As ~~rates~~described onin Note 2, in August 2024, the Collins Building Debt (defined below) was cancelled in exchange for transferring back to the original owner the property and substantially all of the equipment ~~financings~~acquired ~~range~~in ~~from~~the 5original acquisition transaction.~~71%~~ toThe Collins Building Debt consisted of a 5-year secured promissory note in the principal amount of $2,000,000, bearing interest at 7.0% per annum (the “First Promissory Note”), and a two-year secured promissory note in the original principal amount of $2,035,250, bearing interest at 8.25% per ~~for~~annum ~~2024~~(the “Second Promissory Note”, and, ~~mature~~together ~~between~~with ~~2025~~the ~~through~~First ~~2029~~Promissory Note, the “Collins Building Debt”). The First Promissory Note was secured by the acquired real property and quarry infrastructure and the Second Promissory Note was secured by the acquired equipment.

AsIn ~~described~~November ~~in Note 2~~2024, incertain ~~August~~equipment ~~2024,~~items ~~the~~no ~~Collins~~longer ~~Building~~required ~~debt~~by ~~was~~the ~~cancelled~~Company inwere ~~exchange~~surrendered ~~for~~to the ~~property~~financing ~~and~~company ~~substantially~~which ~~all~~held liens on the equipment ~~acquired~~ in ~~the~~exchange ~~original~~for ~~transaction.~~a ~~The~~release ~~Collins~~of ~~Building~~the related debt. ~~consisted~~The result of athis ~~five-year~~transaction ~~secured~~was ~~promissory~~a ~~note~~reduction ~~with~~of anthe ~~original~~net ~~principal~~equipment ~~amount~~values ofon ~~$2,000,000, bearing interest at 7.0% per annum (~~the ~~“First~~balance ~~Promissory~~sheet ~~Note”),~~ and a ~~two-year~~reduction ~~secured~~in ~~promissory note~~long-term ~~with~~debt ~~an original principal amount~~ of $21,~~035~~012,~~250, bearing interest at 8~~375.~~25%~~ The ~~per~~difference ~~annum~~in (the ~~“Second~~equipment ~~Promissory~~value ~~Note”,~~ and, ~~together with~~ the ~~First~~equipment ~~Promissory~~debt ~~Note,~~is ~~the~~captured ~~“Collins~~in ~~Promissory Notes”). The First Promissory Note was secured by~~ the ~~acquired~~ ~~real~~consolidated ~~property~~statement ~~and~~of ~~quarry~~operations ~~infrastructure~~ and ~~the~~statement of ~~Second~~cash ~~Promissory~~flows ~~Note~~for ~~was secured by~~ the ~~acquired~~year ~~equipment.~~ended At December 31, ~~2023,~~ ~~the First Promissory Note had an outstanding balance of $1,887,395 and the Second Promissory Note had an outstanding balance of $1,798,633~~2024.

In ~~November~~August ~~2024~~2025, ~~certain~~additional equipment ~~items~~ no longer ~~required~~needed by the Company ~~were~~was surrendered to the financing company which held liens on the equipment resulting in ~~exchange for~~ a ~~release of debt. The result of this transaction was a~~ reduction of the net equipment values on the Company’s balance sheet and a reduction in ~~the~~ long-term debt of $1914,~~012,375~~803. The ~~difference~~remaining ~~in the equipment value and the~~ debt ~~is captured~~ in ~~the~~excess ~~statement~~ of ~~operations~~the ~~and~~value ~~cash~~of ~~flow in~~ the ~~line~~equipment ~~item~~is ~~for~~carried on the ~~loss~~Company’s onbalance ~~sale~~sheet ofas ~~fixed~~an ~~assets~~accrued expense.

A summary of payments due under the Company’s long-term debt as of December 31, ~~2024~~2025 by year is as follows:

	Equipment Financing
2026	$	400,000
2025	$	789,719
2027		400,000
2026		512,172
2028		400,000
2027		503,314
2029		400,000
2028		514,940
2030		200,000
2029		284,275
Total long-term debt	$	1,800,000
Total long-term debt	$	2,604,420

F-18

1013. INCOME TAXES

The Company had no federal income tax expense for the year ended December 31, ~~2024~~2025 and ~~2023~~the year ended December 31, 2024 due to its history of operating losses. ~~They Company did have income and franchise taxes paid to the states of West Virginia and California for 2024.~~ The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate:

	Year-Ended December 31, 2024			Year-Ended December 31, 2023
	Year-Ended December 31, 2025			Year-Ended December 31, 2024
Federal statutory tax rate		-21	%		-21	%
State tax rate, net of federal benefit		-7	%		-7	%
Total federal and state tax rate		-28	%		-28	%
Valuation allowance		28	%		28	%
Effective tax rate		-	%		-	%

Deferred tax assets and liabilities consist of the following:

	December 31, 2024			December 31, 2023
	December 31, 2025			December 31, 2024
Net deferred tax assets:
Net operating loss carryforwards	$	56,~~358~~125,~~900~~600		$	45,~~718~~358,~~000~~900
Stock-based compensation		3668,~~525,900~~700			3,~~506~~525,~~000~~900
Goodwill		-			187,000
Asset retirement obligation		21,819,700			-
Research credits		-			342,000
Capital loss carryforward		1,926,900			-
Other Capitalized Costs		-			208,000
Gross deferred tax assets		30,540,900			8,884,800
Operating lease liability		-			-
Less: valuation allowance		(9,125,300	)		(7,710,300	)
Gross deferred tax assets		8,884,800			8,961,000
Total deferred tax assets		21,415,600			1,174,500
Less: valuation allowance		(7,710,300	)		(6,944,000	)
Total deferred tax assets		1,174,500			2,017,000
Deferred tax liabilities:
Derivative income		~~1,108,000~~-			1,108,000
Fixed Assets		66,500			909,000
Fixed assets		16,600			66,500
Operating lease right-of-use asset		-			-
Asset retirement obligation		21,399,000			-
Total deferred tax liabilities		121,~~174~~415,~~500~~600			21,~~017~~174,~~000~~500
Net deferred income tax assets (liabilities)	$	-		$	-

F-19

The provisions of ASC Topic 740, Accounting for Income Taxes, require an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. For the ~~years~~year ended December 31, ~~2024~~2025 and the ~~2023~~year ended December 31, 2024, based on all available objective evidence, including the existence of cumulative losses, the Company determined that it was more likely than not that the net deferred tax assets were not fully realizable. Accordingly, the Company established a full valuation allowance against its net deferred tax assets. The Company intends to maintain a full valuation allowance on net deferred tax assets until sufficient positive evidence exists to support reversal of the valuation allowance. During the year ended December 31, ~~2024~~2025 and the year ended December 31, ~~2023~~2024, the valuation allowance changed by $01.8 4 million and $20.28 million, respectively.

At December 31, ~~2024~~2025 and December 31, ~~2023~~2024, the Company had available federal and state net operating loss carryforwards (“NOLs”) to reduce future taxable income. Due to restrictions imposed by Internal Revenue Code Section 382 regarding substantial changes in ownership of companies with loss carryforwards, the utilization of the Company’s NOLs may be limited as a result of changes in stock ownership. For ~~Federal~~federal purposes, after considering limitations under Section 382, the net operating loss amounts available were approximately $1923.25 million and $1619.92 million as of December 31, ~~2024~~2025 and December 31, ~~2023~~2024, respectively. For state purposes, after considering limitations under Section 382, the net operating loss amounts available were approximately $18.4 million and $16.5 million as of December 31, ~~2024~~2025 and ~~$16.6 million as of~~ December 31, ~~2023~~2024, respectively. NOLs incurred subsequent to the latest change in control are not subject to the Section 382 limitation. The ~~Federal~~ federal carryforwards generated prior to December 31, 2017 expire on various dates through 2037, and ~~Federal~~federal carryforwards generated ~~after~~ after December 31, 2017 do not expire but are limited to 80% utilization in a given period.

1114. MAJOR CUSTOMER AND CONCENTRATION OF CREDIT RISK

~~Sales~~As toa ~~the~~result ~~Company’s two largest customers were 53% and 23%, respectively,~~ of ~~total~~the ~~sales~~change ~~for~~in the ~~year~~Company’s ~~ended~~strategic ~~December 31~~direction, ~~2024,~~it ~~and 70%~~no ~~and~~longer ~~24%,~~focuses ~~respectively,~~on ofproviding ~~total~~reclamation ~~sales~~and ~~for~~restoration ~~the~~services to ~~year~~third ~~ended December 31, 2023~~parties.

~~Accounts~~Sales ~~receivable~~to ~~from~~ the ~~same~~Company’s two largest customers were 8343% and 1720%, respectively, of total ~~accounts~~non-discontinued ~~receivable~~sales ~~and~~for ~~unbilled~~the ~~receivables~~year asended of December 31, ~~2024,~~2025. ~~and~~The ~~70%~~Company ~~and~~has ~~29%,~~no ~~respectively,~~sales ofto ~~total~~these ~~accounts~~two ~~receivable~~customers ~~and~~in ~~unbilled~~the ~~receivables~~year asended ofDecember 31, 2024. All revenues for the year ended December 31, ~~2023~~2024 are classified in discontinued operations.

12Accounts receivable from the same customers were 100%, of total accounts receivable as of December 31, 2025. These customers accounted for none ~~COMMITMENTS~~of ~~AND~~the ~~CONTINGENCIES~~total accounts receivable and unbilled receivables as of December 31, 2024.

~~From time to time, the Company is involved in legal matters arising in the ordinary course of business~~15. ~~While the Company believes that such~~ ~~matters~~COMMITMENTS ~~are~~AND currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation, will not have an adverse effect on its business, financial condition or results of operations.CONTINGENCIES

13From time to time, the Company is involved in legal matters arising in the ordinary course of business. While the Company believes that such ~~SEGMENT~~matters ~~INFORMATION~~are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation, will not have a material adverse effect on its business, financial condition or results of operations.

~~ASC 280,~~In ~~“Segment~~connection ~~Reporting” establishes standards for reporting information about operating segments on a basis consistent~~ with ~~the~~ Company’s internal organizational structure as well as information about services, categories, business segments and major customers in financial statements. The Company has five reportable segments that are based on the ~~following~~Fola ~~business~~Mine ~~units:~~Acquisition ~~(i) Range Reclaim; (ii) Range Minerals; (iii) Range Water; (iv) Range Security;~~ and ~~(v) Range Land. As described in Note 2,~~ the ~~Company’s Graphium~~Premier-Cambrian ~~Biosciences~~Mine ~~segment was reported as discontinued operations during the third quarter of 2024. As such~~Acquisition, ~~results of this segment are excluded from~~ the ~~table below, which only reflects continuing operations for all periods presented. In accordance with the “Segment Reporting” Topic of the ASC, the~~ Company’s ~~chief operating decision-maker~~ has ~~been~~purchased ~~identified~~or ascontractually ~~the Company’s Chief~~agreed ~~Executive Officer, who reviews operating results~~ to ~~make~~manage ~~decisions about allocating resources~~ and ~~assessing~~be ~~performance~~responsible for ~~the~~reclamation ~~entire Company.~~obligations ~~Existing~~associated ~~guidance,~~with ~~which~~76 ispermits ~~based~~in onWest aVirginia ~~management approach to segment reporting, establishes requirements to report selected segment information quarterly~~ and toKentucky ~~report~~that ~~annually~~are ~~entity-wide~~backed ~~disclosures~~by ~~about products and services, major customers and the countries~~surety bonds in ~~which~~ the ~~entity~~amount ~~holds~~of ~~material assets and reports revenue~~$96,787,912. ~~All~~As ~~material~~of ~~operating~~December ~~units~~31, ~~qualify~~2025, ~~for~~the ~~aggregation~~asset ~~under~~retirement ~~“Segment Reporting”~~obligations ~~due~~associated towith ~~their~~these ~~similar~~76 ~~customer~~permits ~~base~~is ~~and similarities in (i) economic characteristics~~$79, ~~(ii) nature of products and services~~344, ~~and (iii) procurement, manufacturing and distribution processes~~297.

16. SEGMENT INFORMATION

ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about services, categories, business segments and major customers in financial statements. The Company has two reportable segments that are based on the following business units: (i) Range Land and (ii) Range Services. Range Reclaim, Range Security and Range Water, which had been previously reported as separate operating business segments are now captured within the Range Services operating business segment. As described in Note 4, the Company’s Graphium Biosciences segment was reported as discontinued operations during the third quarter of 2024, and accordingly, the results of this segment are excluded from the table below, which only reflects continuing operations for all periods presented. In accordance with the “Segment Reporting” Topic of ASC 280, the Company’s chief operating decision-maker (“CODM”) has been identified as the Company’s Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics, nature of products and services, and procurement, manufacturing and distribution processes. For each reportable segment, the CODM regularly reviews: (i) segment revenue, (ii) segment operating income or loss, (iii) segment general and administrative expenses, (iv) segment net income or loss, and (v) segment capital investments. The CODM reviews this information to assess segment performance, allocate capital and other resources, and evaluate strategic and operational decisions.

F-20

The ~~five~~two reportable segments that result from applying the aggregation criteria are as follows:

● Range ~~Reclaim~~Land – land reclamation, water restoration, and land repurposing ● Range Minerals – subcontracted mining and reclamation activities ● Range Water – biochar product development and water solutions business ● Range Security – security services on mine land ~~being~~acquired, reclaimed and repurposed for ~~non-fossil~~next ~~fuel~~generation uses ● Range ~~Land~~Services – ~~mine~~services ~~land~~in ~~being~~support ~~acquired,~~of ~~reclaimed~~reclamation and ~~repurposed~~repurposing ~~for~~of ~~non-fossil~~acquired ~~fuel~~mine ~~uses~~land

The Company had no inter-segment sales for the periods presented.

Summarized financial information concerning the Company’s reportable segments (excluding discontinued operations) is shown as below:

By Categories

	For the year ended December 31, 2024
	Range Land			Range Services			Corporate			Total
	Range Reclaim			Range Minerals			Range Water			Range Security			Range Land			Corporate			Total
	For the year ended December 31, 2025
Sales	$	4,676,643		$	3,416,081		$	-		$	918,357		$	-		$	-		$	9,011,081
	Range Land			Range Services			Corporate			Total
Cost of services		6,832,406			2,665,974			-			396,829			-			-			9,895,209
Coal royalties	$	1,960,714		$	-		$	-		$	1,960,714
Gross profit (loss)		(2,155,763	)		750,107			-			521,528			-			-			(884,128	)
Consulting fees		750,000			-			1,000,000			1,750,000
Operating income (loss)		(3,228,747	)		459,979			(38,357	)		432,352			(28,341	)		(1,136,984	)		(3,540,098	)
Total sales		2,710,714			-			1,000,000			3,710,714
Net income (loss)		(7,970,303	)		444,629			(36,651	)		432,352			(28,341	)		(2,173,833	)		(9,332,147	)
Operating expenses		3,587,157			445,403			1,418,018			5,450,578
Total assets		2,979,185			1,714,210			-			483,279			1,008,898			7,143			6,192,715
Operating income (loss) from continuing operations		(876,443	)		(445,403	)		(418,018	)		(1,739,864	)
Depreciation		1,857,433			-			-			11,564			-			-			1,868,997
Net income (loss) from continuing operations		21,054,501			(1,438,963	)		(422,699	)		19,192,839
Interest expense		361,450			-			-			-			-			255,972			617,422
Total assets		122,050,484			158,192			1,028,016			123,236,692
Goodwill Impairment		751,421			-			-			-			-			-			751,421
Depreciation		-			78,383			-			78,383
Capital expenditures for long-lived assets	$	-		$	-		$	-		$	-		$	-		$	-		$	-
Amortization		1,098,737			-			-			1,098,737
Accretion		1,912,968			-			-			1,912,968
Interest expense		-			163,618			88,661			252,279
Capital expenditures for long-lived assets	$	-		$	100,000		$	-		$	100,000

	For the year ended December 31, 2023
	Range Land			Range Services			Corporate			Total
	Range Reclaim			Range Water			Range Security			Range Land			Corporate			Total
	For the year ended December 31, 2024
Sales	$	18,662,111		$	-		$	684,195		$	-		$	-		$	19,346,306
	Range Land			Range Services			Corporate			Total
Cost of services		12,808,990			-			302,507			-			-			13,111,497
Coal royalties	$	-		$	-		$	-		$	-
Gross profit		5,853,121			-			381,688			-			-			6,234,809
Consulting fees		-			-			-			-
Operating income (loss)		3,784,444			(69,840	)		269,772			(13,134	)		(1,757,989	)		2,213,253
Total sales		-			-			-			-
Net income (loss)		3,407,546			(69,840	)		269,548			(13,134	)		(4,176	)		3,589,944
Operating expenses		28,341			987,213			1,136,984			2,152,538
Total assets		21,079,343			13,859			155,783			1,009,794			1,520,612			23,799,391
Operating income (loss) from continuing operations		(28,341	)		(987,213	)		(1,136,984	)		(2,152,538	)
Depreciation		1,769,766			1,706			10,101			-			-			1,781,573
Net income (loss) from continuing operations		(28,341	)		(1,803,494	)		(1,346,324	)		(3,178,159	)
Interest expense		376,898			-			224			-			128,795			505,917
Total assets		1,008,898			1,813,250			7,143			2,829,291
Capital expenditures for long-lived assets	$	1,050,640		$	15,350		$	52,674		$	1,008,897		$	-		$	2,127,561
Depreciation		-			89,947			-			89,947
Amortization		-			-			-			-
Interest expense		-			-			255,972			255,972
Capital expenditures for long-lived assets	$	-		$	-		$	-		$	-

F-21

1417. QUARTERLY DATA (UNAUDITED)

Quarterly results include all adjustments consisting of normal recurring adjustments that the Company considers necessary for the quarters ~~presented~~ presented and are not necessarily indicative of the operating results of any future period. Summarized financial information for each quarter during the years ended December 31, ~~2024~~2025 (as adjusted to reflect changes in asset retirement obligations and ~~2023~~the resulting accretion expense, and the reclassification of land attributable to asset retirement costs to long-term intangible assets and the resulting amortization expense) and 2024 is below:

	Quarter ended March 31, 2024			Quarter ended June 30, 2024			Quarter ended September 30, 2024			Quarter ended December 31, 2024
	Quarter ended March 31, 2025			Quarter ended June 30, 2025			Quarter ended September 30, 2025			Quarter ended December 31, 2025
Revenues	$	3,909,893		$	2,349,738		$	2,171,655		$	579,795
As adjusted:
Gross profit (loss)		18,854			(148,929	)		(392,928	)		(361,125	)
Revenues	$	-		$	1,106,089		$	569,947		$	2,034,678
Income (loss) from continuing operations		(~~925~~591,~~047~~407	)		(~~846~~318,~~628~~871	)		(~~866~~719,~~867~~580	)		(~~901~~110,~~556~~006	)
Loss from discontinued operations		(131,640	)		(157,278	)		(177,018	)		-
Income (loss) from discontinued operations		36,111			(30,636	)		(30,636	)		-
Net income (loss)		(15,~~213~~099,~~840~~627	)		(1,~~225~~028,~~681~~795	)		(4813,~~920,338~~043	)		(215,~~438~~909,~~224~~889	)
Net (loss) per share – basic and diluted		(0.01	)		(0.01	)		(0.05	)		(0.02	)
Net income (loss) per share – basic and diluted		0.05			(0.01	)		(0.01	)		0.15

	Quarter ended March 31, 2023			Quarter ended June 30, 2023			Quarter ended September 30, 2023			Quarter ended December 31, 2023
	Quarter ended March 31, 2024			Quarter ended June 30, 2024			Quarter ended September 30, 2024			Quarter ended December 31, 2024
Revenues	$	~~3,014,887~~-		$	~~3,998,267~~-		$	~~5,455,633~~-		$	~~6,877,519~~-
Gross profit		649,002			845,101			2,857,766			1,882,940
Loss from continuing operations		(708,051	)		(87,751	)		(781,317	)		(575,419	)
Income (loss) from operations		(183,223	)		153,693			1,659,871			124,023
Income (loss) from continuing operations		(708,051	)		(87,751	)		(781,317	)		(575,419	)
Net income (loss)		(226,860	)		36,762			3,404,175			(83,022	)
Loss from discontinued operations		(403,928	)		(544,949	)		(4,541,989	)		(1,129,057	)
Net income per share – basic and diluted		-			-			0.04			-
Income (loss) from discontinued operations		(403,928	)		(544,949	)		(4,541,989	)		(1,129,057	)
Net income (loss)		(1,213,840	)		(1,225,681	)		(4,920,338	)		(2,438,225	)
Net income (loss) per share – basic and diluted		(0.01	)		(0.01	)		(0.05	)		(0.02	)

15. PRO FORMA DATA (UNAUDITED)

The pro forma sales and net income data gives effect to the acquisition of Collins Building as if it had occurred on January 1, 2023, the beginning of the Company’s 2023 fiscal year.

SCHEDULE OF PRO FORMA DATA INFORMATION

	For the year ended December 31, 2023
	Sales		Net income
Acquired companies		-		-
Collins Building	$	4,005,645	$	324,882
All other companies		16,561,233		2,812,244
Total	$	20,566,878	$	3,137,126

F-22

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