American Resources Corp 10-Q/A for FY2025 Q3
American Resources Corp (AREC)
About this 10-Q/A
American Resources Corp filed this 10-Q/A on November 17, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $165
- down 99.9% from $235.44K a year earlier
- Net loss
- $7.7M
- compared with a net loss of $10.63M a year earlier
- Diluted EPS
- -$0.05
- compared with -$0.14 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended:
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______ to _______
Commission File Number:
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
(Address and Zip Code of principal executive offices)
Registrant’s telephone number, including area code: (
Indicate by check mark whether the Issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of the “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☐ | Smaller Reporting Company | ||
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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| Name of each exchange on which registered |
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As of November 14, 2025 the registrant had
EXPLANATORY NOTE
The purpose of this Amendment No. 1 on Form 10-Q/A to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the Securities and Exchange Commission on November 14, 2025 (the “Form 10-Q”) is to correct immaterial errors to the consolidated financial statements, footnotes and disclosures due to XBRL tagging and coding errors.
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AMERICAN RESOURCES CORPORATION
TABLE OF CONTENTS
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| Table of Contents |
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
AMERICAN RESOURCES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
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| September 30, |
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| December 31, |
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| 2025 |
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| 2024 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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Restricted cash - current |
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Restricted investments - current |
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Short-term investments |
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Due from related party |
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Interest receivables |
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Receivables |
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Inventories |
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Prepaid expenses and other current assets |
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Total current assets |
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Non-current assets: |
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Restricted cash |
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Restricted investments |
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Property and equipment, net |
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Right-of-use assets, net |
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Right-of-use assets, net - related party |
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Finance – right-of-use asset, net – related party |
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Investment in other entities - related parties |
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Notes receivable, net |
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Total assets |
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Liabilities and Deficit |
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Current liabilities: |
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Trade payables |
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Non-trade payables |
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Accounts payable - related party |
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Accrued expenses |
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Accrued litigation settlement |
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Accrued interest |
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Other current liabilities |
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Bond payable, current |
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Current portion of long term debt |
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Operating lease liabilities, current |
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Convertible promissory note, current |
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Operating lease liabilities – related party, current |
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Finance lease - related party, current |
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Other financing obligations, current |
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Total current liabilities |
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Non-current liabilities: |
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Remediation liability |
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Bond payable, net |
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Convertible promissory note |
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Convertible promissory note - related party |
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Long term debt |
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Other financing obligations, net of current portion |
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Operating lease liabilities, non-current |
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Operating lease liabilities, non-current - related party |
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Finance lease - related party, non current |
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Total liabilities |
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Stockholders’ deficit: |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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Total stockholders’ deficit |
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Non-controlling interest |
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Total deficit |
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Total liabilities and stockholders’ deficit |
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The accompanying footnotes are integral to the unaudited consolidated financial statements.
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| Table of Contents |
AMERICAN RESOURCES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
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| FOR THE THREE MONTHS ENDED SEPTEMBER, SEPTEMBER 30, |
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| FOR THE NINE MONTHS ENDED SEPTEMBER 30, |
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| 2025 |
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| 2024 (As restated) |
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| 2025 |
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| 2024 (As restated) |
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Revenue |
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Metal recovery and sales |
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Rare earth oxide revenue |
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Service fee revenue |
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Royalty income |
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Total revenue |
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Operating expenses (income) |
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Cost of coal sales and processing |
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Accretion |
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Depreciation |
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Amortization of mining rights |
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General and administrative |
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Professional fees |
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Litigation expense |
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Production taxes and royalties |
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Development |
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Gain on sale of equipment |
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Total operating expenses |
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Net loss from operations |
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Other income (expense) |
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Earnings (losses) from equity method investees |
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Other income and (expense) |
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Interest income |
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Interest expense |
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Total other income (expenses) |
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Net loss |
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Less: Non-controlling interest |
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Net loss attributable to AREC shareholders |
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Net loss per share - basic and diluted |
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Weighted average shares outstanding - basic and diluted |
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The accompanying footnotes are integral to the unaudited consolidated financial statements.
| 5 |
| Table of Contents |
AMERICAN RESOURCES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 20244
(UNAUDITED)
Common Stock | Additional | Accumulated | Total | Non-controlling | Total | |||||||||||||||||||||||
Par Value Shares | Amount | Paid-in Capital | Deficit | Deficit | interest | Deficit | ||||||||||||||||||||||
Balance as of December 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||
Exercise of cashless warrants | ( | ) | ||||||||||||||||||||||||||
Exercise of common stock options | ||||||||||||||||||||||||||||
Issuance of common shares for consulting services | ||||||||||||||||||||||||||||
Dividend-in-kind of Novustera, Inc. common stock to shareholders | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
Stock compensation - options | - | |||||||||||||||||||||||||||
Net loss | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||
Balance as of March 31, 2024 (as restated) | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||
Exercise of common stock warrants | ||||||||||||||||||||||||||||
Issuance of common shares for consulting services | ||||||||||||||||||||||||||||
Stock compensation – options | - | |||||||||||||||||||||||||||
Net loss | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
Balance as of June 30, 2024 (as restated) | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||
Stock compensation – options | - | |||||||||||||||||||||||||||
Net loss | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||
Balance as of September 30, 2024 (as restated) | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||
Common Stock | Additional | Accumulated | Total | Non-controlling | Total | |||||||||||||||||||||||
Par Value Shares | Amount | Paid-in Capital | Deficit | Deficit | interest | Deficit | ||||||||||||||||||||||
Balance as of December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||
Common stock issued to settle accounts payable and accrued expenses | ||||||||||||||||||||||||||||
Stock compensation – options | - | |||||||||||||||||||||||||||
Net loss | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||
Balance as of March 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||
Common stock issued to settle accounts payable and accrued expenses | ||||||||||||||||||||||||||||
Stock compensation – options | - | |||||||||||||||||||||||||||
Net loss | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||
Balance as of June 30, 2025 (As restated) | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||
Common stock issued to settle accounts payable and accrued expenses | ||||||||||||||||||||||||||||
Exercise of cashless common stock options | ( | ) | ||||||||||||||||||||||||||
Stock compensation – options | - | |||||||||||||||||||||||||||
Common stock issued to settle convertible debt - related party | ||||||||||||||||||||||||||||
Common stock issued to settle long-term debt | ||||||||||||||||||||||||||||
Net loss | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||
Balance as of September 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||
| 6 |
| Table of Contents |
AMERICAN RESOURCES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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Cash Flows from Operating activities: |
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Net loss |
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Adjustments to reconcile net income (loss) to net cash |
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Depreciation expense |
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Amortization of mining rights |
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Accretion expense |
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Amortization of finance right-to-use assets - related party |
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Amortization of issuance costs and debt discount |
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Investment in other entities - related parties, net |
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Allowance for losses on note receivable |
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Gain on sale of equipment |
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Noncash stock based compensation expense |
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Loss on settlement/conversion of debt to equity |
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Loss on settlement/conversion of accounts payable to equity |
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Issuance of common shares for services |
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Unrealized gain on short-term investments |
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Change in current assets and liabilities: |
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Receivables |
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Inventories |
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Prepaid expenses and other current assets |
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Accounts payable |
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Accrued interest |
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Accrued expenses |
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Accounts payable related party |
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Due from related party |
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Accrued interest on finance lease liability - related party |
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Operating lease assets and liabilities, net |
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Operating lease assets and liabilities, net - related party |
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Other liabilities |
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Cash used in operating activities |
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Cash Flows from Investing activities: |
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Purchase of property and equipment, net of capitalized interest income and (expense) |
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Proceeds from sale of equipment |
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Proceeds from short-term investments, net |
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Restricted investments purchased |
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Restricted investments sold |
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Cash provided by (used in) investing activities |
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Cash Flows from Financing activities: |
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Proceeds from convertible promissory note |
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Proceeds from convertible promissory note - related party |
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Proceeds from tax exempt bonds, net |
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Proceeds from the exercise of stock options and warrants |
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Proceeds from long term debt |
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Proceeds received from other financing obligation |
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Repayments of other financing obligation |
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Cash provided by financing activities |
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Increase (decrease) in cash |
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Cash and cash equivalents, including restricted cash, beginning of period |
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Cash and cash equivalents, including restricted cash, end of period |
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SUPPLEMENTAL CASH FLOW INFORMATION |
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Exercise of cashless common stock options |
| $ |
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| $ |
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Conversion of related-party note receivable into investment in other entities |
| $ |
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Reclassification of prior-year rent payable from Accounts Payable – Related Party to Finance Lease Liability – Related Party |
| $ |
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| $ |
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Reclassification of prior-year convertible note balance related party to convertible promissory note |
| $ |
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| $ |
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Vendor obligations settled directly by lender |
| $ |
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| $ |
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Common stock issued to settle accounts payable and accrued expenses |
| $ |
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| $ |
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Conversion of current portion of long-term debt to equity |
| $ |
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| $ |
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Common stock issued to settle accounts payable - related party |
| $ |
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| $ |
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Conversion of convertible promissory note - related party to equity |
| $ |
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| $ |
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The accompanying footnotes are integral to the unaudited consolidated financial statements
| 7 |
| Table of Contents |
AMERICAN RESOURCES CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
American Resources Corporation’s (ARC or the Company) operations are comprised of ARC (Corporate or Parent) and three operating segments that we describe as American Infrastructure, ReElement and Electrified Materials. During the first quarter of 2025, the Company distributed out to its shareholders 91% ownership interest in American Infrastructure and 81% ownership interests in ReElement. As of September 30, 2025, the Company has determined that American Infrastructure and ReElement, (the “VIEs”) meet the criteria to continue to be consolidated in our financial statements as variable interest entities under ASC 810, Consolidation. The Company holds contractual and financial interests in each of these entities that provide it with the power to direct key activities and the right to receive benefits or the obligation to absorb losses that could be significant.
American Infrastructure (our coal mining operations) is comprised of subsidiaries that were formed or acquired between 2015 and 2020 with operations focused on the extraction, processing, transportation, and distribution of coal for a variety of industries, with a primary focus on metallurgical quality coal to the steel industry. Responsive to adverse market conditions and pricing pressures in the coal industry, during 2023 we suspended our coal production operations which significantly attributed to our decline in consolidated revenues from approximately $
Beginning in 2023, the focus of our business and capital allocation shifted towards the diversification of our revenue streams leading to the development of our ReElement and Electrified Materials segments which have been in the development (pre revenue) stages through 2024. Electrified Materials is focused on the aggregation, recovery and sale of recovered metal and steel. We established a new subsidiary, Electrified Materials Corporation (EMC, formerly known as American Metals) to operate this segment of our business. ReElement is focused on the purification and monetization of critical and rare earth element deposits and end of life magnets and batteries. American Rare Earth LLC was initially formed as a subsidiary to comprise the ReElement segment. In 2024, we changed the name of American Rarer Earth LLC to ReElement Technologies LLC and recently converted the company from a limited liability corporation to a corporation.
Basis of Presentation and Consolidation:
The consolidated financial statements include the accounts of the Company and its variable interest entities. The variable interest entities by segment include:
American Infrastructure:
American Infrastructure Corporation (AIC), Deane Mining, LLC (Deane), ERC Mining Indiana Corp (ERC), McCoy Elkhorn Coal LLC (McCoy), Knott County Coal LLC (KCC), Wyoming County Coal (WCC), Perry County Resources LLC (PCR), Advanced Carbon Materials LLC (ACM), and T.R. Mining & Equipment Ltd. (TR Mining).
ReElement:
ReElement Technologies Corporation (RLMT), ReElement Marion LLC (RLM), and Kentucky Lithium LLC (KYL).
Electrified Materials:
Electrified Materials Corporation (EMC).
| 8 |
| Table of Contents |
Corporate Office:
American Opportunity Venture II, LLC (AOV II).
All significant intercompany accounts and transactions have been eliminated in consolidation. Entities for which ownership is less than
Going Concern
The Company has evaluated whether there are any conditions and events considered in the aggregate, which raise substantial doubt about its ability to continue as a going concern within one year beyond the issuance date of these financial statements. Based on such evaluation and the Company’s current plans, which are subject to change, and the Company’s existing liquidity, there is substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the date these financial statements were issued.
The accompanying financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to its ability to continue as a going concern.
The Company’s continuation as a going concern is contingent upon its ability to obtain additional financing and to generate revenue and cash flow to meet its obligations on a timely basis. The Company will continue to seek to raise additional funding through debt or equity financing during the next twelve months from the date of issuance of these financial statements. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern. There is no guarantee the Company will be successful in achieving these objectives.
As disclosed in Note 11, Subsequent Events, in October 2025, the Company entered into two securities purchase agreements for the private placement of common stock and prefunded warrants. The Company received gross proceeds of approximately $74 million and has considered this additional financing in its going concern assessment. However, as of September 30, 2025, consolidated total current liabilities exceed current assets by approximately $75 million. Additionally, the private placement proceeds may not be used to pay debt or litigation claims and the future cost to develop the ReElement and Electrified Materials segments remains uncertain. Management will continue to re-evaluate its going concern assessment periodically in the remainder of 2025 and 2026.
| 9 |
| Table of Contents |
A. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS:
The Company has identified certain accounting errors in the Company’s historical consolidated financial statements relating to compliance with U.S. GAAP. As a result, the Audit Committee, in consultation with the Company’s management, concluded that the Company’s previously issued audited consolidated financial statements and the notes thereto as of and for the year ended December 31, 2024 and unaudited consolidated financial statements and the notes thereto as of and for the three and nine months ended September 30, 2024, require restatement and should not be relied upon. Restated financial statements for the year ended December 31, 2024 were included in our 2024 Form 10-K/A filed with the SEC on October 24, 2025.
The following includes descriptions of the significant adjustments to the Company’s previously reported September 30, 2024 consolidated financial statements.
1. Treasury bills, mutual fund and restricted cash reclassification
Certain amounts of cash and cash equivalents, restricted cash and restricted investments were incorrectly classified among these balance sheet classifications. Reclassification adjustments have been made to correctly classify these amounts.
2. Bond balance and restricted cash reclassification
Based on the review of the terms, provisions and covenants under the WCC Bond, it was determined that the Company was not in compliance with certain provisions with those matters dating back to December 31, 2023. The assessment was that these compliance issues could be deemed an event of default which then could lead to the acceleration of maturity. Accordingly, the outstanding bond balance and associated restricted cash funds were reclassified to current liabilities and current assets, respectively on the balance sheet.
| 10 |
| Table of Contents |
3. Inventories
There was an adjustment required to decrease inventory and increase cost of sales in 2023 that has been corrected in the 2023 financial statements as restated. However, the balance sheet in the previously filed September 30, 2024 Form 10-Q had not been adjusted. This adjustment corrects the balance sheet as of September 30, 2024.
4. Prepaid deposit removal adjustment
Certain prepaid deposits were refunded to the Company. However, the deposit amount recognized in the balance sheet was not de-recognized upon the Company’s receipt of such funds. The adjustment de-recognizes the deposits from the balance sheet and reverses the income recognized in the statement of operations that had been recorded when the funds were returned to the Company.
5. Property and Equipment, net adjustment
Based on review of the property and equipment detail, the Construction in Progress (CIP) line item included amounts related to bond-funded projects that were either completed or misclassified. This adjustment reflects the cleanup and proper classification of bond-related details within the CIP account.
6. Accounts payable reclassification
A reclassification adjustment was made to properly present liabilities within the balance sheet. Certain liabilities were previously misclassified among trade payables, non-trade payables, and accounts payable – related party. This adjustment corrects the classification to reflect the nature of the underlying transactions more accurately.
| 11 |
| Table of Contents |
7. Accrued expenses and settlement adjustments
In connection with the 2024 audit and the re-audit of the 2023 financial statements, legal letter responses were requested and received from attorneys representing the Company with various litigation matters. Based on those responses, the Company concluded a loss was probable and reasonably estimated under Accounting Standards Codification 450. It was also concluded that the status of these litigation cases as of December 31, 2023 supported that a potential loss was probable at that date. Accordingly, adjustments were recognized to record the reserve for these potential litigation losses as of December 31, 2023 with the necessity of the reserve continuing as of September 30, 2024.
8. Long term debt, convertible promissory note recognition and interest expense/income adjustment
An adjustment was recorded to correct previously understated interest expense resulting from an error in the Company’s debt rollforward calculation. The prior calculation did not accurately reflect the outstanding balances and timing of interest accruals related to certain borrowings. This restatement reflects a true-up of interest expense to properly account for interest incurred during the applicable periods. In addition, the Company identified an error in the calculation of its debt rollforward, which resulted in an understatement of accrued interest, current portion of long-term debt, convertible promissory notes – related party, and interest expense in prior periods. This adjustment corrects the interest expense to reflect the proper accrual based on outstanding debt balances. In addition, there was an adjustment to correct the amount of interest income earned on the WCC Bond.
9. Failed leaseback adjustment
Certain fixed assets under the Maxus lease agreements were incorrectly recorded as a sale and lease-back arrangement, resulting in the removal of the assets from the balance sheet and recognition of a gain on sale. This adjustment reinstates the fixed assets and derecognizes the right of use assets and related finance lease liabilities previously recorded. Additionally, the previously recorded finance lease liabilities have been reclassified as Other Financing Obligations on the balance sheet.
10. Black-Scholes calculation adjustment
An acceptable valuation model, such as the Black-Scholes model was not utilized to determine the fair value of equity awards granted. Black-Scholes calculations have now been used to determine the fair value of the equity awards. This adjustment has been made to reflect the appropriate fair value of the equity awards.
11. Reclassification of operating expenses
An adjustment was made to correct the classification of certain operating expenses within the consolidated statements of operations. Previously, certain expenses were misclassified among general and administrative (G&A), development expenses, professional fees, production taxes and royalties, and cost of coal sales and processing. This adjustment reclassifies these expenditures to the correct expense classification in the statement of operations.
12. Depreciation and amortization of mining rights
Depreciation and amortization of mining rights in the 2024 statement of operations were overstated by $
* Represents revision for immaterial error correction
| 12 |
| Table of Contents |
The following tables summarize the effect of the restatement on each financial statement line item in the consolidated financial statements.
Refer to the financial statements included herein which present the impact of the restatement of the Company’s previously reported consolidated balance sheet, the statement of operations, statement of cashflow, and the consolidated stockholders’ deficit for the three and nine months ended September 30, 2024.
Balance Sheet as of September 30, 2024 |
| As Reported |
|
| Adjustment |
|
| As Restated |
|
| Reference |
| ||||
Cash and cash equivalents |
| $ |
|
| $ |
|
| $ |
|
| 1 |
| ||||
Restricted cash - current |
|
|
|
|
|
|
|
|
|
| 2 |
| ||||
Restricted investments - current |
|
|
|
|
|
|
|
|
|
| 1 |
| ||||
Short-term investments |
|
|
|
|
|
|
|
|
|
| * |
| ||||
Due from related party |
|
|
|
|
|
|
|
|
|
| * |
| ||||
Interest receivables |
|
|
|
|
|
|
|
|
|
| * |
| ||||
Receivables |
|
|
|
|
|
|
|
|
|
| * |
| ||||
Inventories |
|
|
|
|
| ( | ) |
|
|
|
| 3 |
| |||
Prepaid expenses and other current assets |
|
|
|
|
| ( | ) |
|
|
|
| 4 |
| |||
Total current assets |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted cash |
|
|
|
|
| ( | ) |
|
|
|
| 2 |
| |||
Restricted investments |
|
|
|
|
|
|
|
|
|
| 1 |
| ||||
Property and Equipment, net |
|
|
|
|
| ( | ) |
|
|
|
| 5 |
| |||
Right-of-use assets, net |
|
|
|
|
| ( | ) |
|
|
|
| * |
| |||
Right-of-use assets, net - related party |
|
|
|
|
|
|
|
|
|
| * |
| ||||
Finance – right-of-use asset, net – related party |
|
|
|
|
| ( | ) |
|
|
|
| * |
| |||
Investment in other entities - Related Parties |
|
|
|
|
|
|
|
|
|
| * |
| ||||
Notes Receivable, net |
|
|
|
|
|
|
|
|
|
| * |
| ||||
Total assets |
| $ |
|
| $ | ( | ) |
| $ |
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables |
| $ |
|
| $ |
|
| $ |
|
| 6 |
| ||||
Non-trade payables |
|
|
|
|
| ( | ) |
|
| ( | ) |
| 6 |
| ||
Accounts Payable - Related Party |
|
|
|
|
| ( | ) |
|
|
|
| 6 |
| |||
Accrued expenses |
|
|
|
|
|
|
|
|
|
| 7 |
| ||||
Accrued litigation settlement |
|
|
|
|
|
|
|
|
|
| 7 |
| ||||
Accrued interest |
|
|
|
|
| ( | ) |
|
|
|
| * |
| |||
Other current liabilities |
|
|
|
|
| ( | ) |
|
|
|
| * |
| |||
Bond payable, current |
|
|
|
|
|
|
|
|
|
| 2 |
| ||||
Current portion of long term debt |
|
|
|
|
|
|
|
|
|
| 8 |
| ||||
Operating lease liabilities, current |
|
|
|
|
|
|
|
|
|
| * |
| ||||
Operating lease liabilities, current - related party |
|
|
|
|
|
|
|
|
|
| * |
| ||||
Finance lease - related party, current |
|
|
|
|
| ( | ) |
|
|
|
| 9 |
| |||
Other financing obligations, current |
|
|
|
|
| ( | ) |
|
|
|
| 9 |
| |||
Total current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remediation liability |
|
|
|
|
|
|
|
|
|
| * |
| ||||
Bond payable, net |
|
|
|
|
| ( | ) |
|
|
|
| 2 |
| |||
Convertible promissory note |
|
|
|
|
|
|
|
|
|
| * |
| ||||
Convertible promissory note - related party |
|
|
|
|
|
|
|
|
|
| 8 |
| ||||
Other financing obligations, net of current portion |
|
|
|
|
| ( | ) |
|
|
|
| * |
| |||
Operating lease liabilities, non-current |
|
|
|
|
| ( | ) |
|
|
|
| * |
| |||
Operating lease liabilities, non-current - related party |
|
|
|
|
|
|
|
|
|
| * |
| ||||
Finance lease - related party, non current |
|
|
|
|
|
|
|
|
|
| 9 |
| ||||
Total liabilities |
| $ |
|
| $ |
|
| $ |
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
| * |
| ||||
Additional paid-in capital |
|
|
|
|
|
|
|
|
|
| 11 |
| ||||
Accumulated deficit |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
Total stockholders’ equity |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
Non-controlling interest |
|
| ( | ) |
|
|
|
|
| ( | ) |
| * |
| ||
Total deficit |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
Total liabilities and stockholders’ deficit |
| $ |
|
| $ | ( | ) |
| $ |
|
|
|
|
| ||
| 13 |
| Table of Contents |
Income Statement for the Three Months ended September 30, 2024 |
| As Reported |
|
| Adjustment |
|
| As Restated |
|
| Reference |
| ||||
Coal sales |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Metal Recovery and sales |
|
|
|
|
| ( | ) |
|
|
|
| * |
| |||
Royalty Income |
|
|
|
|
|
|
|
|
|
| * |
| ||||
Service fee revenue |
|
|
|
|
|
|
|
|
|
| * |
| ||||
Total revenue |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Cost of coal sales and processing |
|
|
|
|
| ( | ) |
|
|
|
| 11 |
| |||
Accretion |
|
|
|
|
| ( | ) |
|
|
|
| * |
| |||
Depreciation |
|
|
|
|
| ( | ) |
|
|
|
| * |
| |||
Amortization of mining rights |
|
|
|
|
|
|
|
|
|
| * |
| ||||
General and administrative |
|
|
|
|
|
|
|
|
|
| 11 |
| ||||
Professional fees |
|
|
|
|
| ( | ) |
|
|
|
| 11 |
| |||
Litigation expense |
|
|
|
|
|
|
|
|
|
| * |
| ||||
Production taxes and royalties |
|
|
|
|
| ( | ) |
|
|
|
| 11 |
| |||
Development |
|
|
|
|
|
|
|
|
|
| 11 |
| ||||
Gain on sale of equipment |
|
|
|
|
|
|
|
|
|
| * |
| ||||
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss from operations |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from equity method investees |
|
| ( | ) |
|
|
|
|
| ( | ) |
| * |
| ||
Other income and (expense) |
|
| ( | ) |
|
|
|
|
|
|
| * |
| |||
Interest income |
|
|
|
|
|
|
|
|
|
| 8 |
| ||||
Interest expense |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
| 8 |
| |
Total other income (expenses) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
Non-controlling interest |
|
|
|
|
|
|
|
|
|
| * |
| ||||
Net loss attributable to AREC shareholders |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
Income Statement for the Nine Months ended September 30, 2024 |
| As Reported |
|
| Adjustment |
|
| As Restated |
|
| Reference |
| ||||
Coal Sales |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Metal recovery and sales |
|
|
|
|
| ( | ) |
|
|
|
| * |
| |||
Service fee revenue |
|
|
|
|
|
|
|
|
|
| * |
| ||||
Royalty income |
|
|
|
|
|
|
|
|
|
| * |
| ||||
Total revenue |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Cost of coal sales and processing |
|
|
|
|
| ( | ) |
|
|
|
| 11 |
| |||
Accretion |
|
|
|
|
|
|
|
|
|
| * |
| ||||
Depreciation |
|
|
|
|
| ( | ) |
|
|
|
| * |
| |||
Amortization of mining rights |
|
|
|
|
|
|
|
|
|
| * |
| ||||
General and administrative |
|
|
|
|
|
|
|
|
|
| 11 |
| ||||
Professional fees |
|
|
|
|
| ( | ) |
|
|
|
| * |
| |||
Litigation expense |
|
|
|
|
|
|
|
|
|
| 9 |
| ||||
Production taxes and royalties |
|
|
|
|
| ( | ) |
|
|
|
| 11 |
| |||
Development |
|
|
|
|
| ( | ) |
|
|
|
| 11 |
| |||
Gain on sale of equipment |
|
| ( | ) |
|
|
|
|
| ( | ) |
| * |
| ||
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss from operations |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from equity method investees |
|
| ( | ) |
|
|
|
|
| ( | ) |
| * |
| ||
Other income and (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Interest income |
|
|
|
|
|
|
|
|
|
| 8 |
| ||||
Interest expense |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
| 8 |
| |
Total other income (expenses) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
Non-controlling interest |
|
|
|
|
|
|
|
|
|
| * |
| ||||
Net loss attributable to AREC shareholders |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
| 14 |
| Table of Contents |
AMERICAN RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
|
| Common |
|
|
|
|
| (As reported) |
|
|
|
| (Restated) |
|
|
|
|
|
|
|
| (As reported) |
|
|
|
| (Restated) |
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
|
| Stock Par Value |
|
|
|
| Additional Paid-in |
|
|
|
| Additional Paid-in |
|
| (As reported) Accumulated |
|
|
|
| (Restated) Accumulated |
|
| Non-controlling |
|
|
|
| Non-controlling |
|
| (As reported) Total |
|
|
|
| (Restated) Total |
| |||||||||||||||||||
|
| Shares |
|
| Amount |
|
| Capital |
|
| Adjustments |
|
| Capital |
|
| Deficit |
|
| Adjustments |
|
| Deficit |
|
| interest |
|
| Adjustments |
|
| interest |
|
| Deficit |
|
| Adjustments |
|
| Deficit |
| ||||||||||||||
Balance as of December 31, 2023 (1) |
|
|
|
| $ |
|
| $ |
|
|
|
|
| $ |
|
| $ | ( | ) |
|
| ( | ) |
| $ | ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
| $ |
|
|
| ( | ) |
|
| ( | ) | |||||||
Exercise of cashless warrants |
|
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|
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|
| ( | ) |
|
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| ) |
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| |||||||||||||
Exercise of common stock options |
|
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| ( | ) |
|
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| ( | ) |
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| ||||||||||||
Issuance of common shares for consulting services |
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| ( | ) |
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| |||||||||||||
Dividend-in-kind of Novustera, Inc. common stock to shareholders |
|
| - |
|
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|
| ( | ) |
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|
| ( | ) |
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|
| ( | ) |
|
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|
| ( | ) | |||||||||
Stock compensation - options |
|
| - |
|
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|
|
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|
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|
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|
|
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|
| ( | ) |
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| ||||||||||||
Net loss |
|
| - |
|
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| ( | ) |
|
| ( | ) |
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| ( | ) |
|
| ( | ) |
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| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |||||
Balance as of March 31, 2024 (2) |
|
|
|
| $ |
|
| $ |
|
|
|
|
| $ |
|
| $ | ( | ) |
|
| ( | ) |
| $ | ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
| $ | ( | ) |
|
| ( | ) |
|
| ( | ) | ||||||
Exercise of cashless warrants |
|
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| ||||||||||||||
Exercise of common stock options |
|
| - |
|
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|
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| |||||||||||
Issuance of common shares for consulting services |
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| ||||||||||||||
Dividend-in-kind of Novustera, Inc. common stock to shareholders |
|
| - |
|
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| ||||||||
Stock compensation - options |
|
| - |
|
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| |||||||||||
Net loss |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | ||||
Balance as of June 30, 2024 |
|
|
|
| $ |
|
| $ |
|
|
|
|
| $ |
|
| $ | ( | ) |
|
| ( | ) |
| $ | ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
| $ | ( | ) |
|
| ( | ) |
|
| ( | ) | ||||||
Stock compensation - options |
|
| - |
|
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| |||||||||||
Net loss |
|
| - |
|
|
|
|
|
|
|
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|
|
|
|
|
|
| ( | ) |
|
|
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|
| ( | ) |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |||||||
Balance as of September 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
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|
| ( | ) |
|
| ( | ) |
|
|
|
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|
| ( | ) | ||||||
| (1) | As restated in the 2024 Form 10-K |
| (2) | As restated in the Form 10-Q for the quarter ended March 31, 2025 |
| 15 |
| Table of Contents |
Statement of Cash flows for the nine months ended September 30, 2024 |
| As Reported |
|
| Adjustment |
|
| As Restated |
|
| Reference |
| ||||
Cash Flows from Operating activities: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net loss |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
|
|
| |
Depreciation expense |
|
|
|
|
| ( | ) |
|
|
|
| 12 |
| |||
Amortization of mining rights |
|
|
|
|
|
|
|
|
|
| 12 |
| ||||
Accretion expense |
|
|
|
|
|
|
|
|
|
| * |
| ||||
Amortization of right-to-use assets |
|
|
|
|
| ( | ) |
|
|
|
| * |
| |||
Amortization of finance right-to-use assets - related party |
|
|
|
|
|
|
|
|
|
| * |
| ||||
Amortization of issuance costs and debt discount |
|
|
|
|
|
|
|
|
|
| * |
| ||||
Investment in other entities - Related Parties, net |
|
|
|
|
| ( | ) |
|
|
|
| * |
| |||
Allowance for losses on note receivable |
|
|
|
|
|
|
|
|
|
| * |
| ||||
Gain on sale of equipment |
|
| ( | ) |
|
|
|
|
| ( | ) |
| * |
| ||
Noncash stock based compensation expense |
|
|
|
|
|
|
|
|
|
| 10 |
| ||||
Issuance of common shares for services |
|
|
|
|
|
|
|
|
|
| * |
| ||||
Unrealized gain on short-term investments |
|
|
|
|
|
|
|
|
|
| * |
| ||||
Receivables |
|
|
|
|
| ( | ) |
|
| ( | ) |
| * |
| ||
Interest receivable |
|
| ( | ) |
|
|
|
|
|
|
| * |
| |||
Inventories |
|
| ( | ) |
|
|
|
|
| ( | ) |
| 3 |
| ||
Prepaid expenses and other current assets |
|
|
|
|
|
|
|
|
|
| * |
| ||||
Accounts payable |
|
| ( | ) |
|
|
|
|
|
|
| 6 |
| |||
Accrued interest |
|
|
|
|
| ( | ) |
|
| ( | ) |
| * |
| ||
Accrued expenses |
|
|
|
|
| ( | ) |
|
| ( | ) |
| * |
| ||
Accounts payable related party |
|
|
|
|
| ( | ) |
|
|
|
| 6 |
| |||
Due from related party |
|
|
|
|
|
|
|
|
|
| * |
| ||||
Accrued interest on finance lease liability - related party |
|
|
|
|
|
|
|
|
|
| * |
| ||||
Operating lease assets and liabilities, net |
|
|
|
|
| ( | ) |
|
|
|
| * |
| |||
Operating lease assets and liabilities, net - related party |
|
|
|
|
| ( | ) |
|
|
|
| 6 |
| |||
Deferred finance lease payments |
|
|
|
|
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|
|
|
|
|
|
|
| |||
Other Liabilities |
|
|
|
|
| ( | ) |
|
|
|
| * |
| |||
Cash used in operating activities |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property and equipment, net of capitalized interest income and (expense) |
|
|
|
|
|
|
|
|
|
| 5 |
| ||||
Restricted investments purchased |
|
|
|
|
| ( | ) |
|
| ( | ) |
| 2 |
| ||
Restricted investments sold |
|
|
|
|
|
|
|
|
|
| * |
| ||||
Proceeds from sale of equipment |
|
|
|
|
|
|
|
|
|
| * |
| ||||
Proceeds from short-term investments, net |
|
|
|
|
|
|
|
|
|
| * |
| ||||
Cash (used in) provided by investing activities |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from warrant conversions |
|
|
|
|
| ( | ) |
|
|
|
| * |
| |||
Proceeds from convertible promissory note - related party |
|
|
|
|
|
|
|
|
|
| * |
| ||||
Proceeds from long term debt |
|
|
|
|
|
|
|
|
|
| * |
| ||||
Proceeds from tax exempt bonds, net |
|
|
|
|
|
|
|
|
|
| * |
| ||||
Proceeds from the exercise of stock options and warrants |
|
|
|
|
|
|
|
|
|
| * |
| ||||
Proceeds received from other financing obligations |
|
|
|
|
| ( | ) |
|
|
|
| * |
| |||
Repayments of other financing obligation |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
| 9 |
| |
Cash provided by financing activities |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
| ||
| 16 |
| Table of Contents |
Use of Estimates:
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. Management bases its assumptions on historical experiences and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. In addition, management considers the basis and methodology used in developing and selecting these estimates, the trends in and amounts of these estimates, specific matters affecting the amount of and changes in these estimates, and any other matters related to these estimates, including significant issues concerning accounting principles and financial statement presentation. Such estimates and assumptions could change in the future as more information becomes known which could impact the amounts reported and disclosed herein. Significant estimates include, carrying amounts of long-lived assets, valuation assumptions for share-based payments, evaluation of debt modification accounting, effective borrowing rate determinations, analysis of fair value transferred upon debt extinguishment, legal claims and contingencies, valuation and calculation of measurements of income tax assets and liabilities.
Cash, Cash Equivalents and Restricted cash: Cash and cash equivalents include bank demand deposits and money market funds that invest primarily in U.S. government securities.
Restricted cash and cash equivalents are held in trusts related to the Tax-Exempt Bonds and bonding collateral, these funds are restricted to withdrawal as required by the agreement entered into by the Company.
The following table sets forth the total of cash, cash equivalents, and restricted cash reported in the consolidated balance sheets.
|
| September 30, |
|
| December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
Cash and cash equivalents |
| $ |
|
| $ |
| ||
Restricted cash |
|
|
|
|
|
| ||
Total cash and restricted cash presented in the consolidated statement of cash flows |
| $ |
|
| $ |
| ||
Restricted Investments: Consist of U.S. government securities, and corporate fixed income in trusts related to the Tax-Exempt Bonds and are restricted as to withdrawal as required by the agreement entered into by the Company. All investments are classified as trading securities as of September 30, 2025 and December 31, 2024. Trading securities are recorded initially at cost and are adjusted to fair value at each reporting period with unrealized gains and losses recorded in the current period earnings or loss, except for those amounts that are directly attributable to project funding activities, which are capitalized to construction in progress as part of the cost of the related asset.
Related Party Policies: In accordance with FASB ASC 850 related parties are defined as either an executive, director or nominee, greater than 10% beneficial owner, and or immediate family member and affiliated businesses of any of the proceedings.
Property and Equipment: Property and Equipment are recorded at cost. For equipment, depreciation is calculated using the straight-line method over the estimated useful lives of the assets, generally ranging from five to twenty years.
Construction in progress is related to the construction or development of leasehold improvements and equipment that have not yet been placed in service for our intended use. Construction in progress represents capital expenditures for direct costs of construction or acquisition and design fees incurred, and a proportional amount of bond interest income and expense for amounts capitalized directly related to the construction. Capitalization of these costs ceases and the construction in progress is transferred to the appropriate category of property, plant and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. Construction in progress is not depreciated.
Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amount to the future net undiscounted cash flows expected to be generated by the related assets. If these assets are determined to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair market value of the assets.
There was no impairment loss recognized during the periods ending September 30, 2025 and 2024. Costs related to maintenance and repairs which do not prolong the asset’s useful life are expensed as incurred.
| 17 |
| Table of Contents |
Mine Development: Costs of developing new coal mines, including asset retirement obligation assets, are capitalized and amortized using the units-of-production method over estimated coal deposits or proven reserves. Costs incurred for the development and expansion of existing reserves are expensed as incurred.
Coal Production and Holdings Costs: Coal production and holdings costs for coal mined and processed include direct labor, materials and utilities. Activities related to metal recovery are inherent in both direct coal labor and overhead labor and do not require additional variable costs.
Asset Retirement Obligations (ARO) – Reclamation: At the time they are incurred, legal obligations associated with the retirement of long-lived assets are reflected at their estimated fair value, with a corresponding charge to mine development. Obligations are typically incurred when we commence development of underground and surface mines, and include reclamation of support facilities, refuse areas and slurry ponds or through acquisitions.
Obligations are reflected at the present value of their future cash flows. We reflect accretion of the obligations for the period from the date they incurred through the date they are extinguished. The asset retirement obligation assets are amortized based on expected reclamation outflows over estimated recoverable coal deposit lives.
We assess our ARO at events warrant to reflect revisions for permit changes, changes in our estimated reclamation costs and changes in the estimated timing of such costs. Management is currently in the process of assessing the ARO for the fiscal year and will include revisions if any upon completion of the assessment.
The table below reflects the changes to our ARO for the nine months ended September 30, 2025 and 2024:
|
| September 30, 2025 |
|
| September 30,2024 |
| ||
Beginning Balance |
| $ |
|
| $ |
| ||
Accretion |
|
|
|
|
|
| ||
Ending Balance |
| $ |
|
| $ |
| ||
Accretion expense amounted to $
Revenue Recognition: Revenue is recognized when performance obligations under the terms of a contract with our customers are satisfied; for all contracts this occurs when control of the promised goods have been transferred to our customers. For coal shipments to domestic and international customers via rail, control is transferred when the railcar is loaded. Service revenue is recognized over the period in which the services are provided, based on progress toward completion or as the services are rendered. Our revenue is comprised of sales of mined coal, royalty income, sales of recovered metals and service fees for processing coal.
All the activity is undertaken in eastern Kentucky, Western West Virginia, and Southern Indiana. Revenue from metal recovery and sales are recognized when conditions within the contract or sales agreement are met including transfer of title. Revenue from coal processing and loading are recognized when services have been performed according to the contract in place. Our coal sales generally include 10 to 30-day payment terms following the transfer of control of the goods to the customer. We typically do not include extended payment terms in our contracts with customers. Our contracts with customers typically provide for minimum specifications or qualities of the coal we deliver. Variances from these specifications or quantities are settled by means of price adjustments. Generally, these price adjustments are settled within 30 days of delivery and are insignificant.
| 18 |
| Table of Contents |
Income Taxes: We file a consolidated federal income tax return with our subsidiaries. The provision for income taxes is computed by applying statutory rates to income before taxes.
Income Taxes include U.S. federal and state income taxes currently payable and deferred income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period of enactment. Deferred income tax expense represents the change during the year in the deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized.
Management believes that the Company’s income tax filing positions will be sustained on audit or any potential audit adjustments would be offset by the utilization of the Company’s unrecognized net operating loss carryforwards. Therefore, no reserve for uncertain income tax positions has been recorded. The Company’s policy for recording interest and penalties, if any, associated with income tax examinations will be to record such items as a component of income taxes.
Fair Value: The Company follows the provisions of Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”), which defines fair value, establishes a framework for measuring fair value in GAAP and requires certain disclosures about fair value measurements. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.
Note 3 presents the Company’s financial assets or liabilities measured at fair value as of September 30, 2025 and December 31, 2024. The carrying amounts of the Company’s cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate their fair value at September 30, 2025 and December 31, 2024 due to their short-term nature.
Leases: The Company reviews all arrangements for potential leases, and at inception, determines whether a lease is an operating or finance lease. Lease assets and liabilities, which generally represent the present value of future minimum lease payments over the term of the lease, are recognized as of the commencement date. Leases with an initial lease term of twelve months or less are classified as short-term leases and are not recognized in the balance sheets unless the lease contains a purchase option that is reasonably certain to be exercised.
Lease terms, discount rate, variable lease costs and future minimum lease payment determinations require the use of judgment and are based on the facts and circumstances related to the specific lease. Lease terms are generally based on their initial non-cancelable terms, unless there is a renewal option that is reasonably certain to be exercised. Various factors, including economic incentives, intent, past history and business needs are considered to determine if a renewal option is reasonably certain to be exercised. The implicit rate in a lease agreement is used when it can be determined to value the lease obligation. Otherwise, the Company’s incremental borrowing rate, which is based on information available as of the lease commencement date, including applicable lease terms and the current economic environment, is used to determine the value of the lease obligation.
Allowance For Doubtful Accounts: The Company recognizes an allowance for losses on trade and other accounts receivable in an amount equal to the estimated probable losses net of recoveries. The current expected credit loss model requires the recognition of lifetime expected credit losses at each reporting date, considering past events, current conditions, and reasonable forecasts. In assessing the credit quality of our portfolio, management utilizes a provision matrix that classifies trade receivables by customer type and age of receivable.
The allowance for notes receivable was $
| 19 |
| Table of Contents |
Inventory: Inventory consists of mined coal and scrap metal that is stated at the lower of cost (first in, first out method) or net realizable value.
Stock-based Compensation: Stock-based compensation to employees is accounted for under ASC 718, Compensation-Stock Compensation. Stock-based compensation expense related to stock awards granted to an employee is recognized based on the grant-date estimated fair values of the awards using the Black Scholes option pricing model (“Black Scholes”). The value is recognized as expense ratably over the requisite service period, which is generally the vesting term of the award. We adjust the expense for actual forfeitures as they occur. Stock-based compensation expense is classified in the accompanying consolidated statements of operations based on the function to which the related services are provided.
Black-Scholes requires a number of assumptions, of which the most significant are expected volatility, expected option term (the time from the grant date until the options are exercised or expire) and risk-free rate. Expected volatility is determined using the historical volatility for the Company. The risk-free interest rate is based on the yield of US treasury government bonds with a remaining term equal to the expected life of the option. Expected dividend yield is zero because we have never paid cash dividends on common shares, and we do not expect to pay any cash dividends in the foreseeable future.
Earnings Per Share: The Company’s basic earnings per share (EPS) amounts have been computed based on the average number of shares of common stock outstanding for the period and include the effect of any participating securities as appropriate. Diluted EPS includes the effect of the Company’s outstanding stock options, restricted stock awards, restricted stock units and performance-based stock awards if the inclusion of these items is dilutive.
Segment Information: The Company’s operations include corporate and three operating segments. The Company’s Chief Executive Officer, as its chief operating decision maker (“CODM”), manages and allocates resources to the operations of the Company on a consolidated basis. The CODM assesses performance and allocates resources based on the Company’s consolidated statements of operations and key components and processes of the Company’s operations are managed centrally. Segment asset information is not used by the CODM to allocate resources. This enables our Chief Executive Officer to assess our overall level of available resources and determine how best to deploy these resources across projects to monitor and evaluate overall company performance, allocating resources, and establishing management compensation in line with our long-term company-wide strategic goals.
New Accounting Pronouncements: Management has determined that the impact of the following recent FASB pronouncements will not have a material impact on the financial statements.
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses. The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation, amortization and depletion expenses for each caption on the statement of operations where such expenses are included. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. The Company is currently evaluating the provisions of this guidance and assessing the potential impact on the Company’s financial statement disclosures.
In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This guidance is intended to enhance the transparency and decision-usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid both in the U.S. and in foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively. Early adoption is permitted. The company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures.
No other new accounting pronouncements recently adopted or issued had or are expected to have a material impact on the consolidated financial statements.
NOTE 2 - PROPERTY AND EQUIPMENT
As of September 30, 2025 and December 31, 2024, property and equipment were comprised of the following:
|
| September 30, |
|
| December 31, |
| ||
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| 2025 |
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| 2024 |
| ||
Surface |
| $ |
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| $ |
| ||
Underground |
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| ||
Processing/Loadout |
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Coal refuse storage |
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Building |
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Land |
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Acquired mining rights |
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Rare earth processing |
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Leasehold improvements |
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Resin |
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General |
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Lab equipment |
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Construction in progress |
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Less accumulated depreciation and amortization |
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| ( | ) |
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| ( | ) |
Property and equipment, net |
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| 20 |
| Table of Contents |
Depreciation expense amounted to $
The estimated useful lives are as follows:
Surface equipment |
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| |
Underground equipment |
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| |
Processing and rail facilities |
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| |
Acquired mining rights |
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Building |
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Acquired mining rights |
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Rare earth processing equipment |
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NOTE 3 – INVESTMENTS IN TRADING SECURITIES
Investments (all level 1 fair value measurements) in trading securities consist of U.S. government and agency securities and fixed income funds that are held by the Company or held in trusts related to the Company’s tax-exempt bonds. These investments held by a trust related to the Company’s tax-exempt bonds are classified as restricted investments on the accompanying balance sheets. All other securities are classified as short-term investments on the accompanying balance sheet. The short-term investment securities are classified as trading securities and, accordingly, the unrealized gains and losses are recorded in current period earnings or loss.
The Company’s investments in securities consisting of U.S. government and agency securities and fixed income funds are as follows:
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| Gross Unrealized |
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| Allowance for |
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| Fair |
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| Cost Basis |
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| Gains |
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| Losses |
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| Credit Losses |
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| Value |
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September 30, 2025 |
| $ |
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| $ |
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| $ |
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| $ |
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| $ |
| |||||
December 31, 2024 |
| $ |
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| $ |
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| $ | ( | ) |
| $ |
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| $ |
| ||||
The fair value of investments held as of September 30, 2025 consist of approximately $
The debt securities outstanding as of September 30, 2025 have maturities through September 25, 2027.
| 21 |
| Table of Contents |
NOTE 4 – RIGHT OF USE ASSETS AND LEASES
The Company determines if an arrangement is a lease at inception. Operating leases are included in right-of-use assets (“ROU”), operating lease liabilities, and operating lease liabilities, non-current. Finance leases are included in right-of-use assets, finance lease liabilities, and finance lease liabilities, non-current. Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As substantially all of the leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at lease commencement date in determining the present value of future payments. Incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The ROU assets also include any prepaid lease payments made and initial direct costs incurred and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease, which is recognized when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet.
Operating leases:
ARC’s principal offices are located at 12115 Visionary Way, Fishers, Indiana 46038. We pay $
ReElement leases office space at 1716 E Pleasant Street, Noblesville, Indiana 46060 with a current monthly rent payment of $
Operating leases – related party:
KCC, a subsidiary of AIC, rents office space from LRR at 11000 Highway 7 South, Kite, Kentucky 41828 with monthly rent of $
Electrified Materials Corporation leases office space at 1845 Highway 15 South, Hazard, Kentucky 41701 from LRR with a current monthly rent payment of $
Electrified Materials Corporation leases outdoor storage space from LRR in Noblesville, Indiana at a monthly rent rate of $
Electrified Materials Corporation leases commercial production, office and outdoor storage space at 3 from LRR at 611 South Adams Street, Marion, Indiana at a current monthly rate of $
Finance lease – related party:
ReElement leases approximately 316,000 square feet of commercial space from LRR, a related party, for its processing facility at 3301 South Adams Street, Marion, Indiana. The current monthly rent payment is $
The Company has not made any payments on the related party finance or operating leases as of September 30, 2025, and the unpaid balance, of $
The components of lease expense included on the Company’s statements of operations, inclusive of the related party component were as follows:
| 22 |
| Table of Contents |
The components of lease expense included on the Company’s statements of operations, inclusive of the related party component were as follows:
|
|
| For the Three Months Ended |
|
| For the Nine Months Ended |
| |||||||||||
|
| September 30, |
|
| September 30, |
| ||||||||||||
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| Expense Classification |
| 2025 |
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| 2024 |
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| 2025 |
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| 2024 |
| ||||
Operating lease expense: |
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| ||||
Operating lease expense |
| General and administrative |
| $ |
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| $ |
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| $ |
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| $ |
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Finance lease expense: |
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|
Amortization of ROU asset |
| General and administrative |
| $ |
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| $ |
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| $ |
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| $ |
| ||||
Interest on lease liabilities |
| Interest expense |
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| ||||
Total finance lease expense |
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| $ |
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| $ |
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| $ |
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| $ |
| ||||
Other information related to leases is as follows:
|
|
| As of September 30, |
|
| As of December 31, |
| |||
Operating leases: |
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| 2025 |
|
| 2024 |
| |||
Weighted-average remaining lease term: |
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| |||
Operating leases (in years) |
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| |||
Weighted-average discount rate: |
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| |
Operating leases |
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| % |
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| % | |||
Finance lease: |
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| |
Finance lease (in years) |
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| |||
Weighted-average discount rate: |
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| |
Finance lease |
|
|
| % |
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| % | |||
| 23 |
| Table of Contents |
The future minimum lease payments required under leases as of September 30, 2025 were as follows:
|
| Operating |
|
| Finance |
|
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|
| |||
Fiscal Year |
| Leases |
|
| Leases |
|
| Total |
| |||
2025 |
| $ |
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| $ |
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| $ |
| |||
2026 |
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| |||
2027 |
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2028 |
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2029 |
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| |||
Thereafter |
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| |||
Discounted cash flows |
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|
|
| |||
Less imputed interest |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Present value of lease liabilities |
| $ |
|
|
|
|
| $ |
| |||
NOTE 5 - RELATED PARTY TRANSACTIONS
Effective January 1, 2022, the Company amended a Contract Services Agreement with Land Betterment Corp, an entity controlled by certain members of the Company’s management who are also directors and shareholders.
The Company was the sponsor of American Opportunity Ventures LLC (“AMAO”) a blank check company organized on January 20, 2021 and effectuated its business combination with Royalty Management Corporation (“RMCO”) on October 23, 2023 and at that point changed its name to Royalty Management Holding Corporation. The Company provided AMAO with money as needed for working capital needs. The advances from the Company are non-interest bearing and payable upon demand by the Company. No cash advances were made as of September 30, 2025 and December 31, 2024. During the nine months ended September 30, 2025, the Company had $
During the nine months ended September 30, 2025, the Company incurred approximately $
On January 13, 2023, ReElement Technologies Corporation (“RLMT”), a subsidiary of the Company, entered into a Line of Credit Agreement with LRR in the amount of $
As further described in Note 4, RLMT is the
On January 22, 2025 and March 4, 2025 the Company entered into an agreement to settle outstanding accounts payable to Land Betterment Corp. of $
On February 28, 2025, the Company entered into an agreement to settle outstanding accounts payable to LRR of $
On September 24, 2025, the Company entered into an agreement to settle outstanding accounts payable to LRR of $
| 24 |
| Table of Contents |
NOTE 6 - INVESTMENTS IN OTHER ENTITIES - RELATED PARTIES
The Company accounts for its investments and membership interest in other entities under the equity method of accounting if the Company has the ability to exercise significant influence, but not control, over the entity. Equity method investments are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the investments may not be recoverable.
Royalty Management Co.
During January 2021, the company invested $
Novusterra, Inc.
On March 31, 2021, the Company entered into a Graphene Development Agreement with Novusterra, Inc (Novusterra), a related party, that provided a nonexclusive sublicense for fifty percent (
On August 30, 2022, we entered into a purchase agreement to sell the exclusive rights of the patent patents included in the Graphene Development Agreement for
It has been determined that Novusterra is a variable interest entity and that the Company is not the primary beneficiary. As such, the investment in Novusterra has been accounted for using the equity method of accounting.
Effective March 6, 2024, the Company issued a special dividend to all stockholders on record of
As of September 30, 2025 and December 31, 2024, the carrying value of the investment was $
FUB Mineral LLC
On October 1, 2021, the Company contributed $
Advanced Magnet Lab, Inc
On December 21, 2022 the Company issued a convertible promissory note to Advanced Magnet, Inc. (“AML”) for $
| 25 |
| Table of Contents |
NOTE 7 – DEBT
Current portion of long-term debt
On September 25, 2017, the Company entered into an equipment purchase agreement, which carries
On June 3, 2022, the Company issued a $
On April 7, 2023, the Company issued a $
|
|
|
| September 30, 2025 |
|
| December 31, 2024 |
| ||||||||||||||||||||
Holder |
|
|
| Maturity Date |
| Total Outstanding* |
|
| Principal |
|
| Interest |
|
| Total Outstanding* |
|
| Principal |
|
| Interest |
| ||||||
|
|
|
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|
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| ||||||
EZ Haul |
| September 2017 Note |
|
| $ |
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ |
| |||||||
Integrity Coal |
| June 2022 Note |
|
| $ |
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ |
| |||||||
Integrity Coal |
| April 2023 Note |
|
| $ |
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ |
| |||||||
Partners LLC |
| August 2025 Note |
|
|
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|
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|
|
|
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|
|
|
|
|
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|
| ||||
Partners LLC |
| September 2025 Note |
|
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|
|
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| ||||
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|
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|
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| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
* - Total Outstanding = Principal + Interest as of September 30, 2025 and December 31, 2024
| 26 |
| Table of Contents |
Bonds payable, net
On May 31, 2023, the West Virginia Economic Development Authority (“Issuer”) issued $
(i)
(ii) at par plus accrued interest from excess proceeds, as detailed in the Indenture.
Company obligations under the Loan Agreement are:
(i) secured by priority liens on most real property and assets (excluding accounts receivable and inventory), subject to exceptions and permitted liens; (ii) jointly and severally guaranteed by Subsidiary Guarantors, subject to exceptions. The Loan Agreement includes affirmative covenants: maintaining bond rating, proper records, adding guarantors when required, insurance procurement, and preserving legal existence and rights. Negative covenants restrict collateral release, mergers, asset dispositions, and actions risking tax-exempt status.
Events of default include: nonpayment (with cure periods), bankruptcy, material misrepresentations, and cross-defaults to the Indenture, guaranty, or related documents.
As of September 30, 2025 and December 31, 2024, the Company was not in compliance with certain bond provisions, constituting an event of default. The bonds are classified as current liabilities.
On March 28, 2024, the Company closed a Bond Purchase Agreement with Hilltop Securities Inc. (“Underwriter”) and Knott County, KY (“Issuer”) for $
| 27 |
| Table of Contents |
The Company accounts for investment income and interest expenses related to the tax-exempt bonds that are restricted for payment of project costs by capitalizing the net amount each period related to qualifying expenditures to construction in progress per ASC 835-20-30-11.
The outstanding net balance on the bonds was $
|
| September 30, |
|
| December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
Tax Exempt Bonds ($45 million face value) |
| $ |
|
| $ |
| ||
Tax Exempt Bonds ($150 million face value) |
|
|
|
|
|
| ||
Debt issuance costs and debt discount |
|
| ( | ) |
|
| ( | ) |
Bonds payable |
|
|
|
|
|
| ||
Less: current portion |
|
|
|
|
|
| ||
Bonds payable, net |
| $ |
|
| $ |
| ||
The Company accounts for investment income and interest expenses related to the tax-exempt bonds that are restricted for payment of project costs by capitalizing the net amount each period related to qualifying expenditures to construction in progress per ASC 835-20-30-11.
The outstanding net balance on the bonds was $193,453,241 and $193,366,505 as of September 30, 2025 December 31, 2024 respectively.
Convertible Promissory Notes – Related party
In 2023, ReElement Technologies LLC (“ReElement”) entered into multiple Convertible Promissory Note agreements (“Note A”) with Land Resources & Royalties LLC (“LRR”) in the aggregate principal amount of $
In 2024, ReElement entered into additional Convertible Promissory Notes with LRR (“Note A”) in the aggregate amount of $
The Convertible Promissory Notes carry an annual interest rate of 10%, compounded quarterly. For any Note issued on a date other than the last day of a calendar quarter, interest will be calculated for the stub period between the issuance date and the next quarter-end. In the event of default, the interest rate will increase to
The Promissory Note’s principal amount, along with any accrued interest, is due in full upon the Note’s maturity date or in the event of default.
The Convertible Promissory Notes entered into with LRR are subject to a conversion feature. If ReElement completes a round or series of a capital raise in the aggregate amount of a minimum of $
As of September 30, 2025 and December 31, 2024, Note A had an outstanding principal balance of $
Convertible Promissory Notes
From October 2024 through September 2025, ReElement issued forty-nine convertible promissory notes (“Notes B-SS”) to unaffiliated investors. These notes mature between October and September of 2027 and bear
As of September 30, 2025 and December 31, 2024, Notes B-SS had an outstanding principal balance of $
| 28 |
| Table of Contents |
The following tables reflects a summary of the outstanding principal and accrued interest by each lender and their respective maturity date as of September 30, 2025 and December 31, 2024:
|
|
|
| September 30, 2025 |
|
| December 31, 2024 |
| ||||||||||||||||||||
Loan Number |
|
|
| Maturity Date |
| Total Outstanding* |
|
| Principal |
|
| Interest |
|
| Total Outstanding* |
|
| Principal |
|
| Interest |
| ||||||
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RET001 |
| Note A |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
| |||||||
RET002 |
| Note A |
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RET003 |
| Note A |
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RET004 |
| Note A |
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RET005 |
| Note A |
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RET006 |
| Note A |
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RET007 |
| Note A |
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RET008 |
| Note A |
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RET009 |
| Note A |
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RET010 |
| Note A |
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RET010 |
| Note B |
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RET-011 |
| Note C |
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RET-012 |
| Note D |
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RET-014 |
| Note E |
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RET-013 |
| Note F |
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RET-015 |
| Note G |
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RET-016 |
| Note H |
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RET-017 |
| Note I |
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RET-018 |
| Note H |
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RET-019 |
| Note J |
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RET-020 |
| Note K |
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RET 021 |
| Note L |
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RET 022 |
| Note M |
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RET 023 |
| Note N |
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RET 024 |
| Note O |
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RET 025 |
| Note P |
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RET 026 |
| Note Q |
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RET 027 |
| Note H |
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RET 028 |
| Note R |
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RET 029 |
| Note S |
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RET 030 |
| Note T |
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RET 031 |
| Note U |
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RET 032 |
| Note V |
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RET 033 |
| Note V |
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RET 034 |
| Note V |
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RET 035 |
| Note W |
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RET 036 |
| Note W |
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RET 037 |
| Note X |
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RET 038 |
| Note Y |
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RET 039 |
| Note Z |
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RET 040 |
| Note AA |
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RET 041 |
| Note BB |
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RET 042 |
| Note CC |
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RET 043 |
| Note DD |
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RET 044 |
| Note EE |
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RET 045 |
| Note FF |
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RET 046 |
| Note GG |
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RET 047 |
| Note HH |
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RET 048 |
| Note II |
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RET 049 |
| Note JJ |
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RET 050 |
| Note KK |
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RET 051 |
| Note LL |
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RET 052 |
| Note MM |
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RET 053 |
| Note NN |
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RET 054 |
| Note OO |
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RET 055 |
| Note PP |
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RET 056 |
| Note QQ |
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RET 057 |
| Note RR |
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RET 058 |
| Note SS |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
| ||||||
** - Total Outstanding = Principal + Interest as of September 30, 2025 and December 31, 2024
| 29 |
| Table of Contents |
NOTE 8 – STOCKHOLDERS’ EQUITY
Common Stock Option Transactions
A 2016 Stock Incentive Plan (2016 Plan) was approved by the Board during January 2016. The Company may grant up to
A new 2018 Stock Option Plan (2018 Plan) was approved by the Board on July 1, 2018 and amended on July 16, 2020. The Company may grant up to
Total stock-based compensation expense for grants to officers, employees and consultants was $
As of September 30, 2025, the company has $
During the three months ended September 30, 2025, employees exercised
|
|
|
|
| Weighted |
|
| Weighted Average |
|
| Aggregate |
| ||||||
|
|
| Number of Options |
|
| Average Exercise Price |
|
| Contractual Life in Years |
|
| Intrinsic Value |
| |||||
Outstanding - December 31, 2023 |
|
|
|
|
| $ |
|
|
|
|
| $ |
| |||||
Granted |
|
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|
| $ |
|
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|
|
| $ |
| |||||
Outstanding – September 30, 2024 |
|
|
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|
| $ |
|
|
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|
| $ |
| |||||
Exercisable (Vested) - September 30, 2024 |
|
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| $ |
|
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|
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|
| ||||
|
|
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|
| Weighted |
|
| Weighted Average |
|
| Aggregate |
| |||||
|
|
| Number of Options |
|
| Average Exercise Price |
|
| Contractual Life in Years |
|
| Intrinsic Value |
| |||||
Outstanding - December 31, 2024 |
|
|
|
|
| $ |
|
|
|
|
| $ |
| |||||
Forfeited or Expired |
|
|
| ( | ) |
| $ |
|
|
| - |
|
| $ |
| |||
Exercised |
|
|
| ( | ) |
| $ |
|
|
| - |
|
| $ |
| |||
Outstanding - September 30, 2025 |
|
|
|
|
| $ |
|
|
|
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| $ |
| |||||
Exercisable (Vested) - September 30, 2025 |
|
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| $ |
|
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| ||||
| 30 |
| Table of Contents |
NOTE 9 – CONTINGENCIES
In the course of normal operations, the Company is involved in various claims and litigation matters that management intends to defend. The range of loss, if any, from all potential claims cannot be reasonably estimated. However, management believes the ultimate resolution of matters not disclosed below will not have a material adverse impact on the Company’s business or financial position.
American Infrastructure Legal Proceedings
The Kentucky Energy Cabinet, the Kentucky Department for Natural Resources and the Kentucky Division of Mine Reclamation and Enforcement have assessed claims totaling $
In November of 2023 a court entered into an order granting summary judgment against AIC in connection with a lease dispute in which the plaintiff alleges that the defendants failed to diligently mine coal in accordance with the terms of the lease and did not pay minimum royalties owed under the agreement. A final judgment was entered into during 2024 against the defendant, who is currently appealing the decision and pursuing post-judgment collection efforts. The case is being appealed and $
In 2023, Dean was given a judgement due to a lease dispute, in which the plaintiff alleges trespass, conversion, and civil conspiracy against the defendants. A judgment has been entered against Dean, and management is currently appealing the decision. Management has accrued $
The Company also has a number of unpaid legal judgments for amounts that plaintiffs claim are due for services or goods provided to the Company that are accrued and total approximately $
NOTE 10 – SEGMENT INFORMATION
In its operation of the business, management, including our chief operating decision maker, who is also our CEO, reviews certain financial information, including segmented internal profit and loss statements prepared on a basis not consistent with GAAP.
For all of the segments, the CODM uses segment operating income (loss) in the annual budgeting and forecasting process. The CODM considers budget-to-actual variances on a monthly basis for both profit measures when making decisions about allocating capital and personnel to the segments. The CODM also uses segment operating income to assess the performance for each segment by comparing the results and return on assets of each segment with one another.
During the periods presented, we reported our financial performance based on the following segments: Corporate, American Infrastructure (AIC), ReElement (RLMT) and Electrified Materials Corporation (EMC).
Our reportable segments are described below.
Corporate - Costs are incurred at a corporate level and allocated to our segments. These allocated costs generally include corporate overhead and administrative support costs incurred as a part of a corporate program. Each allocation is measured differently based on the specific facts and circumstances of the costs being allocated and is generally based on relative gross margin or relative headcount.
| 31 |
| Table of Contents |
AIC - Operations primarily focused on the extraction, processing, transportation, and distribution of coal for a variety of industries, with a primary focus on metallurgical quality coal to the steel industry.
RLMT - provider of final-stage, separated and purified rare earth and critical elements to the electrification industry supply chain. Our products, separated and purified rare earth and critical elements, are used to manufacture permanent magnets and battery materials for high efficiency electric motors and lithium-ion batteries.
EMC - Aggregator and processor of used metals for recycling into new steel-based products for the recovery and sale of recovered metal and steel. From inception to date the majority of company activities and revenue have been focused on the aggregation and sales of scrap steel materials. The company has yet to commence meaningful operations in battery, magnet and advanced materials recycling.
The accounting policies of our reportable segments are the same as those described in the “Summary of Significant Accounting Policies” for the Company.
Revenue and costs are generally directly attributed to our segments. However, due to the integrated structure of our business, certain revenue recognized and costs incurred by one segment may benefit other segments. Revenue from certain contracts is allocated among the segments based on the relative value of the underlying products and services, which can include allocation based on actual prices charged, prices when sold separately, or estimated costs plus a profit margin. Cost of revenue is allocated in certain cases based on a relative revenue methodology. Operating expenses that are allocated primarily include those relating to marketing of products and services from which multiple segments benefit and are generally allocated based on relative gross margin.
The table below presents information about reported segments for the three and nine months ending:
Nine Months Ended | ||||||||||||||||||||
September 30, 2025 | ||||||||||||||||||||
($ in thousands) |
| Corporate |
|
| American Infrastructure |
|
| ReElement |
|
| EMC |
|
| Consolidated |
| |||||
Revenues |
| $ | - |
|
| $ | - |
|
| $ |
|
| $ | - |
|
| $ |
| ||
Gross margin |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| - |
|
|
| ( | ) |
Operating income (loss) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
Three Months Ended | ||||||||||||||||||||
September 30, 2025 | ||||||||||||||||||||
($ in thousands) |
| Corporate |
|
| American Infrastructure |
|
| ReElements |
|
| American Metals |
|
| Consolidated |
| |||||
Revenues |
| $ | - |
|
| $ | - |
|
| $ |
|
| $ | - |
|
| $ |
| ||
Gross margin |
|
| - |
|
|
| ( | ) |
|
| ( | ) |
|
| - |
|
|
| ( | ) |
Operating income (loss) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
Nine Months Ended | ||||||||||||||||||||
September 30, 2024 | ||||||||||||||||||||
($ in thousands) |
| Corporate |
|
| American Infrastructure |
|
| ReElement |
|
| EMC |
|
| Consolidated |
| |||||
Revenues |
| $ |
|
| $ |
|
| $ |
|
| $ | - |
|
| $ |
| ||||
Gross margin |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| - |
|
|
| ( | ) |
Operating income (loss) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
Three Months Ended | ||||||||||||||||||||||
September 30, 2024 | ||||||||||||||||||||||
($ in thousands) |
|
| Corporate |
|
| American Infrastructure |
|
| ReElement |
|
| EMC |
|
| Consolidated |
| ||||||
Revenues |
|
| $ |
|
| $ |
|
| $ |
|
| $ | - |
|
| $ |
| |||||
Gross margin |
|
|
| ( | ) |
|
|
|
|
|
|
|
| - |
|
|
| ( | ) | |||
Operating income (loss) |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | |
| 32 |
| Table of Contents |
A reconciliation of total segment revenues to total consolidated revenues and of total segment gross margin and segment operating income (loss) to total consolidated income (loss) before income taxes, for the three and nine months ended September 30, 2025 and 2024, is as follows:
|
| For the Nine Months Ended |
|
|
|
|
|
|
| |||||||||||
|
| September 30, 2025 |
|
|
|
|
|
|
| |||||||||||
|
| Corporate |
|
| American Infrastructure |
|
| ReElement |
|
| EMC |
|
| Consolidated |
| |||||
Total revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Cost of revenues |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Gross Margin |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Operating income (expense) |
|
|
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|
|
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|
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|
|
|
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|
|
Accretion |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | |||
Depreciation |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Amortization of mining rights |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | |||
General and administrative |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Professional fees |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Litigation expense |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Production taxes and royalties |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||
Development |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Segment operating loss |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
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|
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|
|
Reconciliation to net loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | ( | ) |
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | ( | ) |
|
| For the Three Months Ended |
|
|
|
|
|
|
| |||||||||||
|
| September 30, 2025 |
|
|
|
|
|
|
| |||||||||||
|
| Corporate |
|
| American Infrastructure |
|
| ReElement |
|
| EMC |
|
| Consolidated |
| |||||
Total revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Cost of revenues |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Gross Margin |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Operating income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accretion |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | |||
Depreciation |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Amortization of mining rights |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | |||
General and administrative |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Professional fees |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Litigation expense |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Production taxes and royalties |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||
Development |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Segment operating loss |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation to net loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | ( | ) |
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | ( | ) |
| 33 |
| Table of Contents |
|
| For the Nine Months Ended |
|
|
|
|
|
|
| |||||||||||
|
| September 30, 2024 |
|
|
|
|
|
|
| |||||||||||
|
| Corporate |
|
| American Infrastructure |
|
| ReElement |
|
| EMC |
|
| Consolidated |
| |||||
Total revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Cost of revenues |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Gross Margin |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Operating income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accretion |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | |||
Depreciation |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Amortization of mining rights |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
General and administrative |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Professional fees |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
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| ( | ) | |
Litigation expense |
|
| ( | ) |
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Production taxes and royalties |
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| ( | ) |
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Development |
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| ( | ) |
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| ( | ) |
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| ( | ) |
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Gain on sale of equipment |
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Segment operating loss |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
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Reconciliation to net loss: |
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Net loss |
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| $ | ( | ) |
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| For the Three Months Ended |
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| September 30, 2024 |
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| Corporate |
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| American Infrastructure |
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| ReElement |
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| EMC |
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| Consolidated |
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Total revenue |
| $ |
|
| $ |
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| $ |
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| $ |
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Cost of revenues |
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| ( | ) |
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Gross Margin |
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Operating income (expense) |
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Accretion |
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Depreciation |
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| ( | ) |
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Amortization of mining rights |
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General and administrative |
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| ( | ) |
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| ( | ) |
|
| ( | ) |
|
| ( | ) |
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| ( | ) |
Professional fees |
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| ( | ) |
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| ( | ) |
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| ( | ) |
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| ( | ) | |
Litigation expense |
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| ( | ) |
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Production taxes and royalties |
|
| ( | ) |
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| ( | ) |
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| ( | ) | ||
Development |
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| ( | ) |
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| ( | ) |
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| ( | ) |
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| ( | ) | |
Gain on sale of equipment |
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Segment operating loss |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
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Reconciliation to net loss: |
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Net loss |
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| 34 |
| Table of Contents |
Total long-lived assets, by segment were as follows:
|
| September 30, |
|
| December 31, |
| ||
($ in thousands) |
| 2025 |
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| 2024 |
| ||
Corporate |
| $ |
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| $ |
| ||
American Infrastructure |
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ReElement |
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American Metals |
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Consolidated |
| $ |
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| $ |
| ||
NOTE 11 - SUBSEQUENT EVENTS
On October 13, 2025, the Company entered into securities purchase agreements with certain investors for the private placement of
On October 15, 2025, the Company entered into securities purchase agreements with certain investors pursuant to which it agreed to issue and sell, in a private placement offering, an aggregate of
On November 3, 2025, American Resources Corporation (or the “Company”) issued a press releasing announcing its holding company, ReElement Technologies Corporation, a leading U.S. innovator in rare earth element (REE) and critical mineral refining, of which the
| 35 |
| Table of Contents |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Form 10-Q and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, Registrant’s management as well as estimates and assumptions made by Registrant’s management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to Registrant or Registrant’s management identify forward looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to Registrant’s industry, Registrant’s operations and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
Although Registrant believes that the expectations reflected in the forward-looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.
Overview
When we formed our company, our focus was to (i) construct and/or purchase and manage a chain of combined gasoline, diesel and natural gas (NG) fueling and service stations (initially, in the Miami, FL area); (ii) construct conversion factories to convert NG to liquefied natural gas (LNG) and compressed natural gas (CNG); and (iii) construct conversion factories to retrofit vehicles currently using gasoline or diesel fuel to also run on NG in the United States and also to build a convenience store to serve our customers in each of our locations.
On January 5, 2017, American Resources Corporation (ARC) executed a Share Exchange Agreement between the Company and Quest Energy Inc. (“Quest Energy”), a private company incorporated in the State of Indiana on May 2015 with offices at 12115 Visionary Way, Fishers, IN 46038, and due to the fulfillment of various conditions precedent to closing of the transaction, the control of the Company was transferred to the Quest Energy shareholders on February 7, 2017. This transaction resulted in Quest Energy becoming a wholly-owned subsidiary of ARC. Through Quest Energy, ARC was able to acquire coal mining and coal processing operations, substantially all located in eastern Kentucky and western West Virginia. On November 25, 2020, Quest Energy changed its name to American Carbon Corp. On December 27, 2024, American Carbon changed its name to American Infrastructure Corporation (American Infrastructure Corporation).
American Infrastructure Corporation currently has six coal mining and processing operating subsidiaries: McCoy Elkhorn Coal LLC (doing business as McCoy Elkhorn Coal Company) (McCoy Elkhorn), Knott County Coal LLC (Knott County Coal), Deane Mining, LLC (Deane Mining), Wyoming County Coal LLC (Wyoming County), Perry County Resources (Perry County) located in eastern Kentucky and western West Virginia within the Central Appalachian coal basin, and ERC Mining Indiana Corporation (ERC) located in southwest Indiana within the Illinois coal basin. The coal deposits under control by the Company are generally comprise of metallurgical coal (used for steel making), pulverized coal injections (used in the steel making process) and high-BTU, low sulfur, low moisture bituminous coal used for a variety of uses within several industries, including industrial customers and specialty products.
Efforts to diversify revenue streams have led to the establishment of additional subsidiaries; Electrified Materials Corporation (EMC) which is focused on the aggregation, recovery and sale of recovered metal and steel and American Rare Earth LLC (ARE) which is focused on the purification and monetization of critical and rare earth element deposits and end of life magnets and batteries. During 2024, American Rare Earth LLC changed its name to ReElement Technologies LLC (ReElement). During 2024, ReElement filed and changed from a limited liability company to a corporation. During 2025, the Company gave up majority stake in American Infrastructure, ReElement, and Electrified Materials. The Company maintained contractual and financial interests in each of these entities that provide it with the power to direct key activities and accordingly these entities continue to be consolidated as variable interest entities.
We have not classified, and as a result, do not have any “proven” or “probable” reserves as defined in United States Securities and Exchange Commission Items 1300 through 1305 of Regulation S-K, and as a result, our company and its business activities are deemed to be in the exploration stage until mineral reserves are defined on our properties.
Since mid-2019, we have not mined or sold coal which is sold into the thermal coal markets. Due to adverse market conditions all mining operations are currently idled. Should mining operations commence, all production and future investment will be for the mining of metallurgical coal.
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| Table of Contents |
McCoy Elkhorn Coal LLC
General:
Located primarily within Pike County, Kentucky, McCoy Elkhorn is currently comprised of three mines in “idle” status (Mine #15 and the Carnegie 1 and Carnegie 2 Mines), two coal preparation facilities (Bevins #1 and Bevins #2), and other mines and permits in various stages of development or reclamation. The address for the Bevins #1 and #2 preparation facilities is 2069 Highway 194 E Meta, KY 41501.
When operating, McCoy Elkhorn has historically sold its coal to a variety of customers, both domestically and internationally, primarily to the steel making industry as a high-vol “B” coal or blended coal. Due to adverse market conditions, Mine #15 was in idle status during 2023 and 2024 and the mining operations at Carnegie 1 and 2 were idled during 2023.
Mines:
Mine #15 is an underground mine in the Millard (also known as Glamorgan) coal seam and located near Meta, Kentucky. When operating, coal is mined via room-and-pillar mining methods using continuous miners and belted directly from the stockpile to McCoy Elkhorn’s coal preparation facility. Mine #15 has the estimated capacity to produce up to approximately 40,000 tons per month of coal. The mineral available is leased from various 3rd party mineral holders. Coal mined from the lease requires a payment of greater of $2.50 per ton or 5% of gross sales price.
Within the McCoy Elkhorn subsidiary, Carnegie 1 is deemed material under Items 1304 of Regulation S-K. The Carnegie 1 is an underground mine in the Alma and Upper Alma coal seams and located near Kimper, Kentucky. When operating, coal is mined via room-and-pillar mining methods utilizing a continuous miner with the estimated capacity to produce up to approximately 10,000 tons per month of coal. The coal is stockpiled on-site and trucked approximately 7 miles to McCoy Elkhorn’s preparation facilities. In 2023, Carnegie 1 produced approximately 67,000 tons and sold at an average of $180 per ton. The mineral mined is leased from a 3rd party professional mineral company with lease payments based on the greater of $1.75 per ton or 6% of gross sales price.
Carnegie 2 is also an underground mine in the Alma and Upper Alma coal seams and located near Kimper, Kentucky. When operating, coal is mined via room-and-pillar mining methods utilizing a continuous miner with the estimated capacity to produce up to approximately 10,000 tons per month of coal. The coal is stockpiled on-site and trucked approximately 7 miles to McCoy Elkhorn’s preparation facilities. In 2023, the Carnegie 2 Mine produced approximately 13,000 tons and sold at an average of $237 per ton. The mineral being mined is leased from a 3rd party professional mineral company with lease payments based on the greater of $1.75 per ton or 6% of gross sales price.
Processing & Transportation:
The Bevins #1 Preparation Plant is an 800 ton-per hour coal preparation facility located near Meta, Kentucky, across the road from Mine #15. Bevins #1 has raw coal stockpile storage of approximately 25,000 tons and clean coal stockpile storage of 100,000 tons of coal. The Bevins #1 facility has a fine coal circuit and a stoker circuit that allows for enhance coal recovery and various coal sizing options depending on the needs of the customer.
The Bevins #2 Preparation Plant is on the same permit site as Bevins #1 and is a 500 ton-per-hour processing facility with fine coal recovery and a stoker circuit for coal sizing options. Bevins #2 has raw coal stockpile storage of 25,000 tons of coal and a clean coal stockpile storage of 45,000 tons of coal.
Both Bevins #1 and Bevins #2 have a batch-weight loadout and rail spur for loading coal into trains for rail shipments. The spur has storage for 110 rail cars and is serviced by CSX Transportation and is located on CSX’s Big Sandy, Coal Run Subdivision. Both Bevins #1 and Bevins #2 have coarse refuse and slurry impoundments called Big Groundhog and Lick Branch. While the Big Groundhog impoundment is nearing the end of its useful life, the Lick Branch impoundment has significant operating life and will be able to provide for coarse refuse and slurry storage for the foreseeable future at Bevins #1 and Bevins #2. Coarse refuse from Bevins #1 and Bevins #2 is belted to the impoundments. Both Bevins #1 and Bevins #2 are facilities owned by McCoy Elkhorn, subject to certain restrictions present in the agreement between McCoy Elkhorn and the surface land owner.
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| Table of Contents |
Although currently idle, Bevins #1 and Bevins #2, as well as the rail loadout no work is required beyond routine maintenance to recommence operations. The 2017 purchase price allocated to the McCoy Elkhorn properties was approximately $95,000.
Due to the processing storage capacity at Bevins #1 and Bevins #2 Preparation Plants, McCoy Elkhorn has the capacity to process, store, and load coal for other regional coal producers for agreed to fees.
Additional Permits:
In addition to the above mines, McCoy Elkhorn holds 11 additional coal mining permits that are idled operations or in various stages of reclamation. For the idled coal mining operations, McCoy Elkhorn will determine which coal mines to bring back into production, if any, as the coal market changes, and there are currently no other idled mines within McCoy Elkhorn that are slated to go into production in the foreseeable future. Any idled mines that are brought into production would require significant upfront capital investment, and there is no assurance of the feasibility of any such new operations.
Knott County Coal LLC
General:
Located primarily within Knott County, Kentucky (but with additional idled permits in Leslie County, Perry County, and Breathitt County, Kentucky), Knott County Coal is comprised of one idled mine (the Wayland Surface Mine) and 22 idled mining permits (or permits in reclamation), including the permits associated with the idled Supreme Energy Preparation Plant. The idled mining permits are either in various stages of planning, idle status or reclamation. The idled mines at are primarily underground mines that utilize room-and-pillar mining. Approximate coal deposits owned and leased are 0 tons and 3,207,000 tons, respectively. The current leases contain production royalty payments based on the greater of $1.50 per clean ton or 6% of gross sales price.
Mines:
The Wayland Surface Mine is a surface waste-rock reprocessing mine in a variety of coal seams (primarily the Upper Elkhorn 1 coal seam) located near Wayland, Kentucky. When operating, coal is mined via area mining through the reprocessing of previously processed coal, and the coal is trucked approximately 22 miles to the Mill Creek Preparation Plant at Deane Mining, where it is processed and sold. The mine has an estimated capacity to produce up to approximately 15,000 tons per month of coal and started production in mid-2018 with nominal coal extracted and sold as thermal coal. Since 2022, mining operations have been idle due to the company’s focus on the metallurgical and industrial markets and adverse market conditions.
Other potential customers of Knott County Coal include industrial customers, specialty customers and utilities for electricity generation, although no definitive sales have been identified yet.
Processing & Transportation:
The idled Supreme Energy Preparation Plant is a 400 ton-per-hour coal preparation facility with a fine coal circuit located in Kite, Kentucky. The Bates Branch rail loadout associated with the Supreme Energy Preparation Plant is a batch-weigh rail loadout with 220 rail car storage capacity and serviced by CSX Transportation in their Big Sandy rate district. When operating, coarse refuse is trucked to the Kings Branch impoundment, which is approximately one mile from the Supreme Energy facility, and slurry is piped from the Supreme Energy facility to the Kings Branch impoundment.
| 38 |
| Table of Contents |
The Supreme Energy Preparation Plant is owned by Knott County Coal, subject to certain restrictions present in the agreement between Knott County Coal and the surface landowner, Land Resources & Royalties LLC. During 2024 components of the Supreme Energy Preparation Plant have been transferred as part of the WCC development.
The Company acquired the Supreme Energy Preparation Plants as an idled facility, and since acquisition, no work has been performed at the facility other than minor maintenance. Both the Supreme Energy Preparation Plant and the rail loadout are idled and would require an undetermined amount of work and capital to bring them into operation. The purchase price allocated of the Knott County Coal property was approximately $286,000.
Additional Permits:
In addition to the above mines, Knott County Coal holds 20 additional coal mining permits, idled or in various stages of reclamation. Any idled mines that are brought into production would require significant upfront capital investment and there is no assurance of the feasibility of any such new operations.
Deane Mining LLC
General:
Located within Letcher County and Knott County, Kentucky, Deane Mining is comprised of one idled underground coal mine (the Access Energy Mine), one idled surface mine (Razorblade Surface) and one idled coal preparation facility called Mill Creek Preparation Plant, along with 12 additional idled mining permits (or permits in reclamation). The idled mining permits are either in various stages of development, reclamation or being maintained as idled, pending any changes to the coal market that may warrant re-starting production. The coal controlled at Deane Mining (along with our other subsidiaries) has not been classified as either “proven” or “probable” as defined in the United States Securities and Exchange Commission Items 1300 through 1305 of Regulation S-K, and as a result, do not have any “proven” or “probable” reserves under such definition and are classified as an “Exploration Stage” pursuant to Items 1300 through 1305 of Regulation S-K.
Mines:
Access Energy is an underground mine in the Elkhorn 3 coal seam and located in Deane, Kentucky. Access Energy is mined via room-and-pillar mining methods using continuous miners, and the coal is belted directly from the mine to the raw coal stockpile at the Mill Creek Preparation Plant across the road from Access Energy. Access Energy is currently a “company run” mine, whereby the Company manages the workforce at the mine and pays all expenses of the mine. During 2019, the permit related to the Access Energy mine was idled and is not expected to produce again under the Company’s control due to the continued focused on the metallurgical and industrial markets.
Razorblade Surface is a surface mine targeting the Hazard 4 and Hazard 4 Rider coal seams and located in Deane, Kentucky. Deane Mining commenced mining activity at Razorblade Surface during the spring of 2018. Coal produced from Razorblade Surface is trucked approximately one mile to the Mill Creek Preparation Plant. Razorblade Surface is currently run as a contractor model for which the contractor is paid a fixed per-ton fee for the coal produced. During 2019, the permit related to the Access Energy mine was idled and is not expected to produce again under the Company’s control due to the continued focused on the metallurgical and industrial markets.
Processing & Transportation:
The Mill Creek Preparation Plant is an 800 ton-per-hour coal preparation facility located in Deane, Kentucky. The associated Rapid Loader rail loadout is a batch-weight rail loadout with 110 car storage capacity and services by CSX Transportation in their Big Sandy and Elkhorn rate districts. The Mill Creek Preparation Plant is owned by Deane Mining, subject to certain restrictions present in the agreement between Deane Mining and the surface landowner, Land Resources & Royalties LLC. We are currently utilizing less than 10% of the available processing capacity of the Mill Creek Preparation Plant.
Both the Mill Creek Preparation Plant and the rail loadout are operational, and any work required on any of the plant or loadouts would be routine maintenance. The allocated cost of the property at Deane Mining paid by the Company is $1,569,641.
| 39 |
| Table of Contents |
Additional Permits:
In addition to the above mines and preparation facility, Deane Mining holds 12 additional coal mining permits that are in development, idled or in various stages of reclamation. Any idled mines that are brought into production would require significant upfront capital investment and there is no assurance of the feasibility of any such new operations.
Wyoming County Coal LLC
General:
Located within Wyoming County, West Virginia, Wyoming County Coal (WCC) is comprised of two idled underground mining permits and the three permits associated with the idled Pioneer Preparation Plant, the Hatcher rail loadout, and Simmons Fork Refuse Impoundment. The two idled mining permits are undisturbed underground mines that are anticipated to utilize room-and-pillar mining. Approximate coal deposits owned and leased are 5,668,00 tons and 0 tons, respectively.
Mines:
The mining permits held by Wyoming County Coal are in various stages of planning with no mines currently in production.
Potential customers of Wyoming County Coal would include steel mills in the United States or international marketplace although no definitive sales have been identified yet.
Processing & Transportation:
The idled Pioneer Preparation Plant is a 350 ton-per-hour coal preparation facility located near Oceana, West Virginia. The Hatcher rail loadout associated with the Pioneer Preparation Plant is a rail loadout serviced by Norfolk Southern Corporation. The refuse from the preparation facility is trucked to the Simmons Fork Refuse Impoundment, which is approximately 1.0 mile from the Pioneer Preparation facility. The preparation plant utilizes a belt press technology which eliminates the need for pumping slurry into a slurry pond for storage within an impoundment.
In June 2023, WCC closed on an Industrial Development Bond in the amount of $45,000,000 for the purpose of financing the development of the permits and infrastructure. As of September 30, 2025 and December 31, 2024, approximately $32,500,000 and $9,500,000 of the $36,500,000 initial project fund have been expended, respectively. Due to a delay in government approvals and the expansion of rare earth concentrations it is undeterminable as to when meaningful operations will commence and the additional capital expenditures required.
In connection with the Industrial Development Bond financing, the Company is in the process of upgrading and redeveloping the preparation facility to a modern 350 ton per hour preparation facility and upgrading the rail load out facility to a modern batch weight load out system.
The Company acquired the Pioneer Preparation Plant as an idled facility. The purchase price allocated to the Wyoming County Coal property was approximately $22,300,000 of which approximately $22,100,000 was settled with shares of the Company’s Class A Common stock. The remaining portion was satisfied in the form of a convertible note which was converted to Company common stock in December 2020.
Permits:
Wyoming County Coal holds two coal mining permits that are in the development phase including faceup and infrastructure work and three permits associated with the idled Pioneer Preparation Plant, the Hatcher rail loadout, and Simmons Fork Refuse Impoundment.
| 40 |
| Table of Contents |
Perry County Resources LLC
General:
Located primarily within Perry County, Kentucky, Perry County Resources LLC is comprised of one idled underground mine (the E4-2 mine) and one idled coal processing facility called the Davidson Branch Preparation Plant, along with two additional idled underground mining permits. The E4-2 mine and Davidson Branch Preparation Plan are located at 1845 KY-15 Hazard, KY 41701.
The two idled mining permits are for underground mines and have been actively mined in the past and being maintained as idled, pending any changes to the coal market that may warrant re-starting production. Approximate coal deposits owned and leased are 0 tons and 58,100,000 tons. The current leases contain minimum annual payments of $12,000 and production royalty payments ranging from 6% to 7% of gross sales price.
Mines:
Within the Perry County subsidiary, E4-2 mine is deemed material under Items 1304 of Regulation S-K. The E4-2 mine is an underground mine in the Elkhorn 4 (aka the Amburgy) coal seam located near the town of Hazard, Kentucky. When operating, coal is mined via room-and-pillar mining methods using both continuous miners and continuous haulage systems, and the coal is belted directly from the mine to the raw coal stockpile at the Davidson Branch Preparation Plant less than a mile away. The E4-2 mine has the estimated capacity to produce up to approximately 80,000 tons per month of coal. The mineral available is partially owned by the Company and partially leased from various mineral holders. The lease terms are the greater of $1.50 per ton or 6% of gross sales price.
In 2022, the E4-2 mine produced approximately 106,000 tons and sold the coal at an average price of $153 per ton. During the period of ownership by the Company, 100% of the coal sold was sold as industrial stoker and PCI. Since the end of 2022, the mine has been idle due to adverse market conditions.
Processing and Transportation:
The Davidson Branch Preparation Plant is a 1,300 ton-per-hour coal preparation facility located near Hazard, Kentucky. The associated “Bluegrass 4” rail loadout is a batch-weight rail loadout with 135 car storage capacity and services by CSX Transportation in their Hazard/Elkhorn rate district. The Davidson Branch Preparation Plant is owned by Perry County Resources. With mining operations currently idle, the preparation plan is not currently operating.
Both the Davidson Branch Preparation Plant and the rail loadout have been maintained should operations commence in a future period. The purchase price allocated to Perry County Resources property was approximately $1,551,000.
Additional Permits:
In addition to the above mine, preparation facility, and related permits, Perry County Resources had four additional coal mining permits that are idled or in development stage. Any idled mines that are brought into production would require significant upfront capital investment and there is no assurance of the feasibility of any such new operations. Three of the idled permits were sold to an unrelated entity on March 4, 2020 for $700,000 cash and $300,000 of value for equipment.
The transfer of any new permits to the Company is subject to regulatory approval. This approval is subject to the review of both unabated or uncorrected violations that are listed on the Applicator Violator List. The Company, to include several of its subsidiaries, does have unabated and/or uncorrected violations that are listed on the Applicator Violator List. Should the state regulators believe that the Company is not in the process of abating or correcting the currently outstanding issues associated with their currently held permits they may choose not to issue the Company any new permits until such issues are properly rectified.
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| Table of Contents |
ERC Mining Indiana Corporation (the Gold Star Mine)
General:
Located primarily within Greene and Sullivan Counties, Indiana, ERC Mining Indiana Corporation (“ERC”) is currently comprised of one idled underground mine (the Gold Star Mine), one idled coal preparation plant and rail loadout. ERC sold its coal in the past as thermal coal to utilities. The Company does not plan to mine the property and purchased it for monetization of infrastructure assets and to reclaim the property which has been ongoing through 2024. The Company is facilitating the full reclamation and remediation of the former mine site.
Approximate coal deposits owned and leased are 0 tons and 4,383,298 tons, respectively. All of the deposits are in reclamation.
Mines:
The Gold Star Mine is an underground mine in the Indiana IV (aka the Survant) coal seam located near the town of Jasonville, Indiana. Currently idled, the Gold Star Mine has been mined in the past via room-and-pillar mining methods using continuous miners, and the coal is belted directly from the mine to the raw coal stockpile at the preparation plant less than a mile away.
Processing and Transportation:
The idled preparation plant is a 165 ton-per-hour coal preparation facility located near the underground mine portal. The rail loadout associated with the preparation plant is a rail loadout serviced by the Indiana Rail Road. The preparation plant has a coarse refuse and slurry impoundment. There was no purchase price allocated to the Gold Star property.
Permits:
ERC holds one permit that covers the Gold Star Mine, processing plant, rail loadout, and related infrastructure which are in reclamation status.
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| Table of Contents |
Mineral and Surface Leases
Coal mining and processing involves the extraction of coal (mineral) and the use of surface property incidental to such extraction and processing. All of the mineral and surface related to the Company’s coal mining operations is leased from various mineral and surface owners (the “Leases”). The Company’s operating subsidiaries, collectively, are parties to approximately 200 various Leases and other agreements required for the Company’s coal mining and processing operations. The Leases are with a variety of Lessors, from individuals to professional land management firms such as the Roadrunner Land Company. In some instances, the Company has leases with Land Resources & Royalties LLC (LRR), a professional leasing firm that is an entity wholly owned by Wabash Enterprises Inc, an entity owned by members of Quest Energy Inc.’s management.
Coal Sales
ARC sells its coal to domestic and international customers, some which blend ARC’s coal at east coast ports with other qualities of coal for export. The Company may, at times, purchase coal from other regional producers to sell on its contracts.
Competition
The coal industry is intensely competitive. The most important factors on which the Company competes are coal quality, delivered costs to the customer and reliability of supply. Our principal domestic competitors will include Corsa Coal Corporation, Ramaco Resources, Blackhawk Mining, Coronado Coal, Arch Resources, Contura Energy, and Warrior Met Coal. Many of these coal producers may have greater financial resources and larger coal deposit bases than we do. We also compete in international markets directly with domestic companies and with companies that produce coal from one or more foreign countries, such as China, Australia, Colombia, Indonesia and South Africa.
Legal Proceedings
From time to time, we are subject to ordinary routine litigation incidental to our normal business operations.
Please see the financial statement’s contingencies footnote.
Environmental, Governmental, and Other Regulatory Matters
Our operations are subject to federal, state, and local laws and regulations, such as those relating to matters such as permitting and licensing, employee health and safety, reclamation and restoration of mining properties, water discharges, air emissions, plant and wildlife protection, the storage, treatment and disposal of wastes, remediation of contaminants, surface subsidence from underground mining and the effects of mining on surface water and groundwater conditions. In addition, we may become subject to additional costs for benefits for current and retired coal miners. These environmental laws and regulations include, but are not limited to, the Surface Mining Control and Reclamation Act of 1977 (SMCRA) with respect to coal mining activities and ancillary activities; the Clean Air Act (CAA) with respect to air emissions; the Clean Water Act (CWA) with respect to water discharges and the permitting of key operational infrastructure such as impoundments; Resource Conservation and Recovery RCRA with respect to solid and hazardous waste management and disposal, as well as the regulation of underground storage tanks; the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA or Superfund) with respect to releases, threatened releases and remediation of hazardous substances; the Endangered Species Act of 1973 (ESA) with respect to threatened and endangered species; and the National Environmental Policy Act of 1969 (NEPA) with respect to the evaluation of environmental impacts related to any federally issued permit or license. Many of these federal laws have state and local counterparts which also impose requirements and potential liability on our operations.
| 43 |
| Table of Contents |
Compliance with these laws and regulations may be costly and time-consuming and may delay commencement, continuation or expansion of exploration or production at our facilities. They may also depress demand for our products by imposing more stringent requirements and limits on our customers’ operations. Moreover, these laws are constantly evolving and are becoming increasingly complex and stringent over time. These laws and regulations, particularly new legislative or administrative proposals, or judicial interpretations of existing laws and regulations related to the protection of the environment could result in substantially increased capital, operating and compliance costs. Individually and collectively, these developments could have a material adverse effect on our operations directly and/or indirectly, through our customers’ inability to use our products.
Certain implementing regulations for these environmental laws are undergoing revision or have not yet been promulgated. As a result, we cannot always determine the ultimate impact of complying with existing laws and regulations.
Due in part to these extensive and comprehensive regulatory requirements and ever-changing interpretations of these requirements, violations of these laws can occur from time to time in our industry and also in our operations. Expenditures relating to environmental compliance are a major cost consideration for our operations and safety and compliance is a significant factor in mine design, both to meet regulatory requirements and to minimize long-term environmental liabilities. To the extent that these expenditures, as with all costs, are not ultimately reflected in the prices of our products and services, operating results will be reduced.
In addition, our customers are subject to extensive regulation regarding the environmental impacts associated with the combustion or other use of coal, which may affect demand for our coal. Changes in applicable laws or the adoption of new laws relating to energy production, greenhouse gas emissions and other emissions from use of coal products may cause coal to become a less attractive source of energy, which may adversely affect our mining operations, the cost structure and, the demand for coal.
We believe that our competitors with operations in the United States are confronted by substantially similar conditions. However, foreign producers and operators may not be subject to similar requirements and may not be required to undertake equivalent costs in or be subject to similar limitations on their operations. As a result, the costs and operating restrictions necessary for compliance with United States environmental laws and regulations may have an adverse effect on our competitive position with regard to those foreign competitors. The specific impact on each competitor may vary depending on a number of factors, including the age and location of its operating facilities, applicable legislation and its production methods.
Employees
ARC and its operating subsidiaries, employ a combination of company employees and contract labor. The Company is continually evaluating the use of company employees and contract labor to determine the optimal mix of each, given the needs of the Company.
The Company currently has approximately 21 direct employees. The Company is headquartered in Fishers, Indiana with four members of the Company’s executive team based at this location.
| 44 |
| Table of Contents |
Results of Operations
The following table summarizes our results of operations for the three and nine months ended September 30, 2025 and 2024:
|
| For the Three Months Ended |
|
| For the Nine Months Ended |
| ||||||||||||||||||
|
| September 30, |
|
| September 30, |
| ||||||||||||||||||
|
| 2025 |
|
| 2024 |
|
| Change |
|
| 2025 |
|
| 2024 |
|
| Change |
| ||||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Coal sales |
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
Metal recovery and sales |
|
| - |
|
|
| 54,095 |
|
|
| (54,095 | ) |
|
| 2,996 |
|
|
| 87,542 |
|
|
| (84,546 | ) |
Service Fee Revenue |
|
| - |
|
|
| 99,960 |
|
|
| (99,960 | ) |
|
| 40,605 |
|
|
| 99,960 |
|
|
| (59,355 | ) |
Rare Earth Oxide Revenue |
|
| 165 |
|
|
| 81,388 |
|
|
| (81,223 | ) |
|
| 1,748 |
|
|
| - |
|
|
| 1,748 |
|
Royalty income |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 146,055 |
|
|
| (146,055 | ) |
Total revenue |
|
| 165 |
|
|
| 235,443 |
|
|
| (235,278 | ) |
|
| 45,349 |
|
|
| 333,557 |
|
|
| (288,208 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses (income) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of coal sales and processing |
|
| 68,433 |
|
|
| 437,570 |
|
|
| (369,137 | ) |
|
| 506,559 |
|
|
| 2,306,274 |
|
|
| (1,799,715 | ) |
Accretion |
|
| 247,877 |
|
|
| 247,992 |
|
|
| (115 | ) |
|
| 743,631 |
|
|
| 744,885 |
|
|
| (1,254 | ) |
Depreciation |
|
| 516,373 |
|
|
| 568,914 |
|
|
| (52,541 | ) |
|
| 1,541,860 |
|
|
| 1,638,999 |
|
|
| (97,139 | ) |
Amortization of mining rights |
|
| 303,917 |
|
|
| 307,970 |
|
|
| (4,053 | ) |
|
| 911,753 |
|
|
| 926,949 |
|
|
| (15,196 | ) |
General and administrative |
|
| 2,356,051 |
|
|
| 6,252,844 |
|
|
| (3,716,793 | ) |
|
| 10,048,761 |
|
|
| 15,681,041 |
|
|
| (5,632,280 | ) |
Professional fees |
|
| 262,973 |
|
|
| 395,767 |
|
|
| (132,794 | ) |
|
| 1,196,232 |
|
|
| 1,792,453 |
|
|
| (596,221 | ) |
Litigation expense |
|
| 60,493 |
|
|
| 120,986 |
|
|
| (60,493 | ) |
|
| 179,507 |
|
|
| 240,658 |
|
|
| (61,151 | ) |
Production taxes and royalties |
|
| 2,223 |
|
|
| 1,255 |
|
|
| 968 |
|
|
| 6,117 |
|
|
| 24,241 |
|
|
| (18,124 | ) |
Development |
|
| 385,451 |
|
|
| 731,596 |
|
|
| (346,145 | ) |
|
| 1,041,711 |
|
|
| 1,435,974 |
|
|
| (394,263 | ) |
Gain on sale of equipment |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (400,000 | ) |
|
| 400,000 |
|
Total operating expenses |
|
| 4,383,791 |
|
|
| 9,064,894 |
|
|
| (4,681,103 | ) |
|
| 16,176,131 |
|
|
| 24,391,474 |
|
|
| (8,215,343 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss from operations |
|
| (4,383,791 | ) |
|
| (8,829,451 | ) |
|
| 4,445,825 |
|
|
| (16,130,782 | ) |
|
| (24,057,917 | ) |
|
| 7,927,135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from equity method investees |
|
| (8,979 | ) |
|
| (163,355 | ) |
|
| 154,376 |
|
|
| (42,811 | ) |
|
| (394,715 | ) |
|
| 351,904 |
|
Other income and (expense) |
|
| (1,337,829 | ) |
|
| 185,158 |
|
|
| (1,522,987 | ) |
|
| (1,070,865 | ) |
|
| 342,562 |
|
|
| (1,413,427 | ) |
Interest income |
|
| 9,932 |
|
|
| 147,669 |
|
|
| (137,737 | ) |
|
| 21,356 |
|
|
| 998,657 |
|
|
| (977,301 | ) |
Uncategorized Expense |
|
| - |
|
|
|
|
|
|
|
|
|
|
| - |
|
|
| - |
|
|
|
|
|
Interest expense |
|
| (1,980,211 | ) |
|
| (1,966,461 | ) |
|
| (13,750 | ) |
|
| (5,795,643 | ) |
|
| (5,643,900 | ) |
|
| (151,743 | ) |
Total other income (expenses) |
|
| (3,317,087 | ) |
|
| (1,796,989 | ) |
|
| (1,520,098 | ) |
|
| (6,887,963 | ) |
|
| (4,697,396 | ) |
|
| (2,190,567 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
| (7,700,713 | ) |
|
| (10,626,440 | ) |
|
| 2,925,727 |
|
|
| (23,018,745 | ) |
|
| (28,755,313 | ) |
|
| 5,736,568 |
|
Less: Non-controlling interest |
|
| 3,299,210 |
|
|
| 15,465 |
|
|
| 3,283,745 |
|
|
| 12,825,484 |
|
|
| 80,888 |
|
|
| 12,744,596 |
|
Net loss attributable to AREC shareholders |
| $ | (4,401,503 | ) |
| $ | (10,610,975 | ) |
| $ | 6,209,472 |
|
| $ | (10,193,261 | ) |
| $ | (28,674,425 | ) |
| $ | 18,481,164 |
|
| 45 |
| Table of Contents |
Results of Operations for the Three Months Ended September 30, 2025 and 2024
The following table summarizes revenue for the three months ended September 30, 2025 and 2024:
|
| For the Three Months Ended |
| |||||||||
|
| September 30, |
| |||||||||
|
| 2025 |
|
| 2024 |
|
| Change |
| |||
Revenue |
|
|
|
|
|
|
|
|
| |||
Coal sales |
| $ | - |
|
| $ | - |
|
|
| - |
|
Metal recovery and sales |
|
| - |
|
|
| 54,095 |
|
|
| (54,095 | ) |
Service fee revenue |
|
| - |
|
|
| 99,960 |
|
|
| (99,960 | ) |
RareEarth oxide revenue |
|
| 165 |
|
|
| 81,388 |
|
|
| (81,223 | ) |
Total revenue |
| $ | 165 |
|
| $ | 235,443 |
|
|
| (235,278 | ) |
Revenue decreased by $235,278 for the three months ended September 30, 2025 compared to 2024. The primary driver of the decrease was a reduction in metal recovery sales, serviced fee revenue and RareEarth oxide revenue.
| 46 |
| Table of Contents |
The following table summarizes the period over period changes in operating expenses (income) for the three months ended September 30, 2025 and 2024:
|
| For the Three Months Ended |
| |||||||||
|
| September 30, |
| |||||||||
|
| 2025 |
|
| 2024 |
|
| Change |
| |||
Operating expenses (income) |
|
|
|
|
|
|
|
|
| |||
Coal production and holdings costs |
| $ | 68,433 |
|
| $ | 437,570 |
|
|
| (369,137 | ) |
Accretion |
|
| 247,877 |
|
|
| 247,992 |
|
|
| (115 | ) |
Depreciation |
|
| 516,373 |
|
|
| 568,914 |
|
|
| (52,541 | ) |
Amortization of mining rights |
|
| 303,917 |
|
|
| 307,970 |
|
|
| (4,053 | ) |
General and administrative |
|
| 2,536,051 |
|
|
| 6,252,844 |
|
|
| (3,716,793 | ) |
Professional fees |
|
| 262,973 |
|
|
| 395,767 |
|
|
| (132,794 | ) |
Litigation expense |
|
| 60,493 |
|
|
| 120,986 |
|
|
| (60,493 | ) |
Production taxes and royalties |
|
| 2,223 |
|
|
| 1,255 |
|
|
| 968 |
|
Development |
|
| 385,451 |
|
|
| 731,596 |
|
|
| (346,145 | ) |
Gain on sale of equipment |
|
| - |
|
|
| - |
|
|
| - |
|
Total operating expenses |
| $ | 4,383,791 |
|
| $ | 9,064,894 |
|
|
| (4,681,103 | ) |
Total operating expenses decreased by $4,681,103 for the three months ending September 30, 2025 as compared to 2024. This decrease was primarily driven by lower general and administration expenses of $3,716,793 due to a decrease in related party expenses driven by a decrease in use of environmental services related to the slow down in mining related operations.
The following table summarizes the period over period changes in other income (expense) for the three months ended September 30, 2025 and 2024:
|
| For the Three Months Ended |
| |||||||||
|
| September 30, |
| |||||||||
|
| 2025 |
|
| 2024 |
|
| Change |
| |||
Other income (expense) |
|
|
|
|
|
|
|
|
| |||
Earnings from equity method investees |
| $ | (8,979 | ) |
| $ | (163,355 | ) |
|
| 154,376 |
|
Other income and (expense) |
|
| (1,337,829 | ) |
|
| 185,158 |
|
|
| (1,522,987 | ) |
Interest income |
|
| 9,932 |
|
|
| 147,669 |
|
|
| (137,737 | ) |
Interest expense |
|
| (1,980,211 | ) |
|
| (1,966,461 | ) |
|
| (13,750 | ) |
Total other income (expenses) |
| $ | (3,317,087 | ) |
| $ | (1,796,989 | ) |
|
| (1,520,098 | ) |
Other income (expense) for the three months ended September 30, 2025 resulted in a net expense of $3,317,087, compared to $1,796,989 for the three months ended September 30, 2024, representing an increase in net other expense of $1,520,098. The increase is primarily attributable to a net increase in other expenses of $1,522,987, driven largely by the $1,337,829 loss recognized on accounts payable and debt conversions during the current period. In addition, interest income decreased by $137,737, reflecting lower interest-earning balances compared to the prior year. Partially offset by a $154,376 improvement in earnings from equity method investees, reflecting reduced losses from the Company’s equity investments. Interest expense increased slightly by $13,750, due to changes in debt-related accruals.
| 47 |
| Table of Contents |
Results of Operations for the Nine Months Ended September 30, 2025 and 2024
The following table summarizes our revenue for the nine months ended September 30, 2025 and 2024:
|
| For the Nine Months Ended September 30, |
| |||||||||
|
| 2025 |
|
| 2024 |
|
| Change |
| |||
Revenue |
|
|
|
|
|
|
|
|
| |||
Coal sales |
| $ | - |
|
| $ | - |
|
|
| - |
|
Metal recovery and sales |
|
| 2,996 |
|
|
| 87,542 |
|
|
| (84,546 | ) |
Service fee revenue |
|
| 40,605 |
|
|
| 99,960 |
|
|
| (59,355 | ) |
RareEarth oxide revenue |
|
| 1,748 |
|
|
| - |
|
|
| 1,748 |
|
Royalty income |
|
| - |
|
|
| 146,055 |
|
|
| (146,055 | ) |
Total revenue |
| $ | 45,349 |
|
| $ | 333,557 |
|
|
| (288,208 | ) |
Revenue decreased by $288,208 for the nine months ended September 30, 2025 compared to 2024. The primary driver of the decrease was a reduction of $146,055 in royalty income for the nine months ended September 30, 2025 as compared to 2024.
| 48 |
| Table of Contents |
The following table summarizes the period over period changes in operating expenses (income) for the nine months ended September 30, 2025 and 2024:
|
| For the Nine Months Ended |
| |||||||||
|
| September 30, |
| |||||||||
|
| 2025 |
|
| 2024 |
|
| Change |
| |||
Operating expenses (income) |
|
|
|
|
|
|
|
|
| |||
Coal production and holdings costs |
| $ | 506,559 |
|
| $ | 2,306,274 |
|
|
| (1,799,715 | ) |
Accretion |
|
| 743,631 |
|
|
| 744,885 |
|
|
| (1,254 | ) |
Depreciation |
|
| 1,541,860 |
|
|
| 1,638,999 |
|
|
| (97,139 | ) |
Amortization of mining rights |
|
| 911,753 |
|
|
| 926,949 |
|
|
| (15,196 | ) |
General and administrative |
|
| 10,048,761 |
|
|
| 15,681,041 |
|
|
| (5,632,280 | ) |
Professional fees |
|
| 1,196,232 |
|
|
| 1,792,453 |
|
|
| (596,221 | ) |
Litigation expense |
|
| 179,507 |
|
|
| 240,658 |
|
|
| (61,151 | ) |
Production taxes and royalties |
|
| 6,117 |
|
|
| 24,241 |
|
|
| (18,124 | ) |
Development |
|
| 1,041,711 |
|
|
| 1,435,974 |
|
|
| (394,263 | ) |
Gain on sale of equipment |
|
| - |
|
|
| (400,000 | ) |
|
| 400,000 |
|
Total operating expenses |
| $ | 16,176,131 |
|
| $ | 24,391,474 |
|
|
| (8,215,343 | ) |
This decrease was primarily attributable to lower coal production-related and holding costs, which declined by $1,799,715 due to initiatives to reduce labor expenses, a reduction in general and administrative expenses of $5,632,280 due to a decrease in related party expenses driven by a decrease in use of environmental services related to the slow down in mining related operations and a decrease in professional fees of $596,221 due to reduced legal fees.
The following table summarizes the period over period changes in other income (expense) for the nine months ended September 30, 2025 and 2024:
|
| For the Nine Months Ended |
| |||||||||
|
| September 30, |
| |||||||||
|
| 2025 |
|
| 2024 |
|
| Change |
| |||
Other income (expense) |
|
|
|
|
|
|
|
|
| |||
Earnings from equity method investees |
| $ | (42,811 | ) |
| $ | (394,715 | ) |
|
| 351,904 |
|
Other income and (expense) |
|
| (1,070,865 | ) |
|
| 342,562 |
|
|
| (1,413,427 | ) |
Interest income |
|
| 21,356 |
|
|
| 998,657 |
|
|
| (977,301 | ) |
Interest expense |
|
| (5,795,643 | ) |
|
| (5,643,900 | ) |
|
| (151,743 | ) |
Total other income (expenses) |
| $ | (6,887,963 | ) |
| $ | (4,697,396 | ) |
|
| (2,190,567 | ) |
Other income (expense) for the nine months ended September 30, 2025 resulted in a net expense of $6,887,963, compared to $4,697,396 for the nine months ended September 30, 2024, representing an increase in net other expense of $2,190,567. The increase is primarily driven by a $1,413,427 net increase in other expenses, which is largely attributable to the loss recognized on accounts payable and debt conversions, interest income decreased by $977,301, reflecting significantly lower interest-earning balances compared to the prior period and interest expense also increased by $151,743, due to changes in interest-bearing debt and related accruals. Partially offset by a $351,904 improvement in earnings from equity method investees, reflecting reduced losses from the Company’s equity-accounted investments.
| 49 |
| Table of Contents |
Liquidity and Capital Resources
Our primary sources of liquidity are derived from existing unrestricted cash, reimbursements from bond funds and other debt and capital proceeds. With the suspension of our coal production activities beginning in 2023 and the development stage of our new ReElement and Electrified Materials businesses through 2024, our sources of revenue in 2024 were primarily limited to royalty income and coal processing fees. We anticipate our ReElement and Electrified Materials new businesses to achieve increasing revenues in 2025; however, we will continue to require cash flows from financing activities to support operations and the continued development of our new business models.
As of September 30, 2025, the company has a cash balance of $2,081,780 and a working deficit of $75,245,916. We expect to fund our liquidity requirements over the next 12 months primarily with cash on hand and additional debt and equity financing transactions. If future cash flows are insufficient to meet our liquidity needs or capital requirements, we may be required to rationalize our expenditures or slow down efforts to further develop our new business models. We do not have any credit lines currently available to fund our liquidity requirements. Maintaining future liquidity is subject to significant uncertainties primarily related to the generation of revenues from our new business models at levels that surpass breakeven and the ability to obtain additional debt and equity financing.
Cash Flows
Nine months Ended September 30, 2025 and 2024
|
| Nine months ended September 30, |
| |||||||||
|
| 2025 |
|
| 2024 |
|
| Change |
| |||
Consolidated statement of cash flow data: |
|
|
|
|
|
|
|
|
| |||
Cash used in operating activities |
|
| (9,417,099 | ) |
|
| (17,549,869 | ) |
|
| (8,132,770 | ) |
Cash provided by investing activities |
|
| 2,787,928 |
|
|
| (120,102,939 | ) |
|
| 122,890,867 |
|
Cash provided by financing activities |
|
| 9,216,317 |
|
|
| 145,065,317 |
|
|
| (135,849,000 | ) |
Net change in cash and restricted cash |
|
| 2,587,146 |
|
|
| 7,412,509 |
|
|
| (4,825,363 | ) |
Cash used in operating activities decreased by $5,655,298 compared to the prior period. This change was primarily driven by a $5,736,568 decrease in net loss, which positively impacted operating cash flow.
Cash provided by investing activities for the nine months ended September 30, 2025 was $2,787,928, compared to cash used in investing activities of $120,102,939 for the nine months ended September 30, 2024. The 2025 period has cash provided by the sale of restricted investments totaling $154,878,566 compared to $25,790,529 provided by the sale of restricted investments in 2024.
Cash provided by financing activities for the nine months ended 2025 was $9,216,317 compared to $145,065,317 for the nine months ended 2024. The change was due to the proceeds from tax exempt bonds, net of $149,719,208, which were received on March 28, 2024.. This was partially offset by repayments of other financing obligations of $5,737,299.
| 50 |
| Table of Contents |
Capital Resources
We had no material commitments for capital expenditures as of September 30, 2025.
Off Balance Sheet Arrangements
As of September 30, 2025, we had no off-balance sheet arrangements.
Critical Accounting Policies
The preparation of financial statements requires management to utilize estimates and make judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. These estimates are based on historical experience and on various other assumptions that management believes to be reasonable under the circumstances. The estimates are evaluated by management on an ongoing basis, and the results of these evaluations form a basis for making decisions about the carrying value of assets and liabilities that are not readily apparent from other sources. Although actual results may differ from these estimates under different assumptions or conditions, management believes that the estimates used in the preparation of our financial statements are reasonable. The critical accounting policies affecting our financial reporting are summarized in Note 1 to the financial statements included elsewhere in this report.
Recent Accounting Pronouncements
None.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Because we are a smaller reporting company, we are not required to include any disclosure under this item.
| 51 |
| Table of Contents |
Item 4. Controls and Procedures
(a) Management’s Conclusions Regarding Effectiveness of Disclosure Controls and Procedures.
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
With respect to the period ending September 30, 2025, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934.
Based upon our evaluation regarding the period ending September 30, 2025, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, has concluded that its disclosure controls and procedures were not effective due to the Company’s insufficient number of staff performing accounting and reporting functions and lack of timely reconciliations. Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.
The Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. However, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
(b) Changes in Internal Controls.
There have been no changes in the Company’s internal control over financial reporting during the period ended September 30, 2025 that have materially affected the Company’s internal controls over financial reporting.
| 52 |
| Table of Contents |
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we are subject to ordinary routine litigation incidental to our normal business operations.
Please see financial statement note 6 for detail on cases.
Item 1A. Risk Factors
Not applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosures
The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95.1 to this Quarterly Report.
Item 5. Other Information
None.
| 53 |
| Table of Contents |
Item 6. Exhibits
The following exhibits are filed herewith except as otherwise noted:
Exhibit Number |
| Description |
| Location Reference | ||
| ||||||
| Articles of Incorporation of Natural Gas Fueling and Conversion Inc. |
| Incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on November 27, 2013. | |||
| Amended and Restated Articles of Incorporation of NGFC Equities Inc. |
| Incorporated herein by reference to Exhibit 3.1 to the Company’s 8k filed on February 25, 2015. | |||
| Articles of Amendment to Articles of Incorporation of NGFC Equities, Inc. |
| Incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K on February 21, 2017. | |||
|
| Incorporated herein by reference to Exhibit 3.4 to the Company’s Form 10-Q, filed with the SEC on February 20, 2018. | ||||
|
| Incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, filed with the SEC on November 27, 2013. | ||||
|
| Incorporated herein by reference to Exhibit 3.2 to the Company’s 8k filed on February 25, 2015. | ||||
|
| Filed as Exhibit 99.1 to the Company’s 8k filed on November 13, 2018, incorporated herein by reference. | ||||
| Bylaws of American Resources Corporation, as amended and restated |
| Incorporated herein by reference to Exhibit 99.2 to the Company’s 8k filed on November 13, 2018. | |||
|
| Incorporated herein by reference to Exhibit 4.1 to the Company’s 8k filed on October 11, 2017. | ||||
|
| Incorporated herein by reference to Exhibit 4.2 to the Company’s 8k filed on October 11, 2017. | ||||
|
| Incorporated herein by reference to Exhibit 4.3 to the Company’s 8k filed on October 11, 2017. | ||||
|
| Incorporated herein by reference to Exhibit 4.4 to the Company’s 8k filed on October 11, 2017. | ||||
|
| Incorporated herein by reference to Exhibit 4.5 to the Company’s 8k filed on October 11, 2017. | ||||
|
| Incorporated herein by reference to Exhibit 4.6 to the Company’s 8k filed on October 11, 2017. | ||||
|
| Incorporated herein by reference to Exhibit 4.7 to the Company’s 8k filed on October 11, 2017. | ||||
|
| Incorporated herein by reference to Exhibit 99.1 to the Company’s 8k filed on January 3, 2019. | ||||
| Promissory Note for up to $6,500,000 dated December 31, 2018 |
| Incorporated herein by reference to Exhibit 99.2 to the Company’s 8k filed on January 3, 2019. | |||
|
| Incorporated herein by reference to Exhibit 99.1 to the Company’s 8k filed on May 15, 2018. | ||||
|
| Incorporated herein by reference to Exhibit 99.2 to the Company’s 8k filed on May 15, 2018. | ||||
|
| Incorporated herein by reference to Exhibit 99.3 to the Company’s 8k filed on May 15, 2018. | ||||
|
| Incorporated herein by reference to Exhibit 99.4 to the Company’s 8k filed on May 15, 2018. | ||||
|
| Incorporated herein by reference to Exhibit 99.5 to the Company’s 8k filed on May 15, 2018. | ||||
| Sublease Agreement Between Colonial Coal Company, Inc. and McCoy Elkhorn Coal LLC |
| Incorporated herein by reference to Exhibit 99.1 to the Company’s 8k filed on May 1, 2018 | |||
|
| Incorporated herein by reference to Exhibit 99.2 to the Company’s 8k filed on May 1, 2018 | ||||
| Consolidated and Restated Loan and Security Agreement dated October 4, 2017 |
| Incorporated herein by reference to Exhibit 10.1 to the Company’s 8k filed on October 11, 2017 | |||
| Asset Purchase Agreement between Wyoming County Coal LLC and Thomas Shelton dated November 7, 2018 |
| Incorporated herein by reference to Exhibit 10.9 to the Company’s registration statement filed on December 11, 2018. | |||
| 54 |
| Table of Contents |
Incorporated herein by reference to Exhibit 10.10 to the Company’s registration statement filed on December 11, 2018. | ||||
Incorporated herein by reference to Exhibit 99.3 to the Company’s 8k filed on January 3, 2019. | ||||
Incorporated herein by reference to Exhibit 99.4 to the Company’s 8k filed on January 3, 2019. | ||||
Incorporated herein by reference to Exhibit 10.13 to the Company’s registration statement filed on February 6, 2019. | ||||
Incorporated herein by reference to Exhibit 10.14 to the Company’s registration statement filed on February 6, 2019. | ||||
Incorporated herein by reference to Exhibit 10.15 to the Company’s registration statement filed on February 6, 2019. | ||||
Incorporated herein by reference to Exhibit 10.16 to the Company’s registration statement filed on February 6, 2019. | ||||
Incorporated herein by reference to Exhibit 10.17 to the Company’s registration statement filed on February 6, 2019. | ||||
Incorporated herein by reference to Exhibit 10.18 to the Company’s registration statement filed on February 14, 2019. | ||||
Share Exchange Agreement to replace Merger Agreement with Colonial Coal | Incorporated herein by reference to Exhibit 10.19 to the Company’s registration statement filed on February 14, 2019. | |||
Incorporated herein by reference to Exhibit 99.2 to the Company’s 8k filed on November 13, 2018. | ||||
Incorporated herein by reference to Exhibit 99.3 to the Company’s 8k filed on November 13, 2018. | ||||
Filed Herewith | ||||
Filed Herewith | ||||
Filed Herewith | ||||
Filed Herewith | ||||
Filed Herewith | ||||
Filed Herewith | ||||
|
|
| ||
101.INS |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | ||
101.SCH |
| Inline XBRL Taxonomy Extension Schema Document | ||
101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||
101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document | ||
101.LAB |
| Inline XBRL Taxonomy Extension Labels Linkbase Document | ||
101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||
104 |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | ||
| 55 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AMERICAN RESOURCES CORPORATION | ||
| |||
Date: November 17, 2025 | By: | /s/ Mark C. Jensen | |
| Name: | Mark C. Jensen | |
| Title: | CEO, Chairman of the Board | |
| Principal Executive Officer | ||
| 56 |
EXHIBIT 21.1
| Entity Name | Domestic Jurisdiction | |
| American Carbon Corp | Indiana | |
| Deane Mining, LLC | Delaware | |
| Quest Processing LLC | Indiana | |
| ERC Mining Indiana Corp | Indiana | |
| McCoy Elkhorn Coal LLC d/b/a McCoy Elkhorn Coal |
| Indiana |
| Knott County Coal LLC | Indiana | |
| Wyoming County Coal LLC | Indiana | |
| Perry County Resources LLC | Indiana | |
| ReElement Technologies Corp | Indiana | |
| Kentucky Lithium LLC |
| Delaware |
| ReElement Marion LLC |
| Deleware |
| American Metals LLC | Indiana | |
| Advanced Carbon Materials LLC | Indiana | |
| American Opportunity Ventures, LLC | Delaware | |
| American Opportunity Ventures II, LLC | Delaware | |
| Novusterra Inc | Florida | |
| TR Mining & Equipment LTD |
| Jamaica |
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Certification of Principal Executive Officer
I, Mark C. Jensen, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of American Resources Corporation; |
|
| |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
| |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
| |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
| ||
|
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
| ||
|
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
| ||
|
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
| ||
|
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
|
| AMERICAN RESOURCES CORPORATION | ||
|
|
|
|
|
| Date: November 17, 2025 | By: | /s/ Mark C. Jensen | |
|
|
| Mark C. Jensen, |
|
|
|
| Chief Executive Officer |
|
|
|
| Principal Executive Officer |
|
EXHIBIT 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Certification of Principal Financial Officer and
Principal Accounting Officer
I, Kirk P. Taylor, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of American Resources Corporation; |
|
| |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
| |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
| |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
|
| AMERICAN RESOURCES CORPORATION | ||
|
|
|
|
|
| Date: November 17, 2025 | By: | /s/ Kirk P. Taylor | |
|
|
| Kirk P. Taylor, |
|
|
|
| Chief Financial Officer |
|
|
|
| Principal Financial Officer |
|
|
|
| Principal Accounting Officer |
|
EXHIBIT 32.1
Certification of Principal Executive Officer
Pursuant to 18 U.S.C. SECTION 1350
In connection with the Quarterly Report of American Resources Corporation, (the “Company”) on Form 10-Q for the period ending September 30, 2025 to be filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Mark C. Jensen, Principal Executive Officer of the Company, certify, to my knowledge, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
| (i) | the accompanying Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and | |
| (ii) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods covered by the Report. |
It is not intended that this statement be deemed to be filed for purposes of the Securities Exchange Act of 1934.
|
| AMERICAN RESOURCES CORPORATION | ||
|
|
|
|
|
| Date: November 17, 2025 | By: | /s/ Mark C. Jensen | |
|
|
| Mark C. Jensen, |
|
|
|
| Chief Executive Officer |
|
|
|
| Principal Executive Officer |
|
EXHIBIT 32.2
Certification of Principal Financial Officer
and Principal Accounting Officer
Pursuant to 18 U.S.C. SECTION 1350
In connection with the Quarterly Report of American Resources Corporation (the “Company”) on Form 10-Q for the period ending September 30, 2025 to be filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Kirk P. Taylor, Principal Financial Officer and Principal Accounting Officer of the Company, certify, to my knowledge, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
| (i) | the accompanying Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and | |
| (ii) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods covered by the Report. |
It is not intended that this statement be deemed to be filed for purposes of the Securities Exchange Act of 1934.
|
| AMERICAN RESOURCES CORPORATION | ||
|
|
|
|
|
| Date: November 17, 2025 | By: | /s/ Kirk P. Taylor | |
|
|
| Kirk P. Taylor, |
|
|
|
| Chief Financial Officer |
|
|
|
| Principal Financial Officer |
|
|
|
| Principal Accounting Officer |
|
EXHIBIT 95.1
Federal Mine Safety and Health Act Information
We work to prevent accidents and occupational illnesses. We have in place health and safety programs that include extensive employee training, safety incentives, drug and alcohol testing and safety audits. The objectives of our health and safety programs are to provide a safe work environment, provide employees with proper training and equipment and implement safety and health rules, policies and programs that foster safety excellence.
Our mining operations are subject to extensive and stringent compliance standards established pursuant to the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). MSHA monitors and rigorously enforces compliance with these standards, and our mining operations are inspected frequently. Citations and orders are issued by MSHA under Section 104 of the Mine Act for violations of the Mine Act or any mandatory health or safety standard, rule, order or regulation promulgated under the Mine Act.
The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) requires issuers to include in periodic reports filed with the SEC certain information relating to citations or orders for violations of standards under the Mine Act. We present information below regarding certain mining safety and health violations, orders and citations, issued by MSHA and related assessments and legal actions and mine-related fatalities with respect to our active coal mining operations. In evaluating this information, consideration should be given to factors such as: (i) the number of violations, orders and citations will vary depending on the size of the coal mine, (ii) the number of violations, orders and citations issued will vary from inspector to inspector and mine to mine, and (iii) violations, orders and citations can be contested and appealed, and in that process, are often reduced in severity and amount, and are sometimes dismissed.
The following tables include information required by the Dodd-Frank Act for the nine months ended September 30, 2025. The mine data retrieval system maintained by MSHA may show information that is different than what is provided herein. Any such difference may be attributed to the need to update that information on MSHA’s system and/or other factors.
| Mine or Operating Name / MSHA Identification Number |
| Section 104(a) S&S Citations(1) |
|
| Section 104(b) Orders(2) |
|
| Section 104(d) Citations and Orders(3) |
|
| Section 110(b)(2) Violations(4) |
|
| Section 107(a) Orders(5) |
|
| Total Dollar Value of MSHA Assessments Proposed (in thousands)(6) |
| ||||||
| Active Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| McCoy Elkhorn Mine #15 / 15-18775 |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
| $ | 441.7 |
|
| McCoy Elkhorn Carnegie Mine / 15-19313 |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
| $ | 0.0 |
|
| McCoy Elkhorn Carnegie 2 Mine / 15-19801 |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
| $ | 0.0 |
|
| McCoy Elkhorn Bevins Branch Preparation Plant / 15-10445 |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
| $ | 29.8 |
|
| Deane Mining Access Mine/ 15-19532 |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
| $ | 95.0 |
|
| Deane Mining Mill Creek Preparation Plant / 15-16577 |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
| $ | 0.0 |
|
| Deane Mining Razorblade / 15-19829 |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
| $ | 0.0 |
|
| Perry County Resources/E4-2 15-19015 |
|
| 0 |
|
|
| 0 |
|
|
| 5 |
|
|
| 0 |
|
|
| 0 |
|
| $ | 2.5 |
|
| Perry County Resources/Davidson Preparation Facility 15-05485 |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
| $ | 21.9 |
|
| 1 |
| Mine or Operating Name / MSHA Identification Number |
| Total Number of Mining Related Fatalities |
|
| Received Notice of Pattern of Violations Under Section 104(e) (yes/no)(7) |
| Legal Actions Pending as of Last Day of Period |
|
| Legal Actions Initiated During Period |
|
| Legal Actions Resolved During Period |
| ||||
| Active Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
| McCoy Elkhorn Mine #15 / 15-18775 |
|
| 0 |
|
| No |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
| McCoy Elkhorn Carnegie Mine / 15-19313 |
|
| 0 |
|
| No |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
| McCoy Elkhorn Bevins Branch Preparation Plant / 15-10445 |
|
| 0 |
|
| No |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
| McCoy Elkhorn Carnegie 2 Mine / 15-19801 |
|
| 0 |
|
| No |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
| Deane Mining Access Mine / 15-19532 |
|
| 0 |
|
| No |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
| Deane Mining Mill Creek Preparation Plant / 15-16577 |
|
| 0 |
|
| No |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
| Deane Mining Razorblade / 15-19829 |
|
| 0 |
|
| No |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
| Perry County Resources/E4-2 15-19015 |
|
| 0 |
|
| No |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
| Perry County Resources/Davidson Preparation Facility 15-05485 |
|
| 0 |
|
| No |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
The number of legal actions pending before the Federal Mine Safety and Health Review Commission as of September 30, 2025 that fall into each of the following categories is as follows:
| Mine or Operating Name / MSHA Identification Number |
| Contests of Citations and Orders |
|
| Contests of Proposed Penalties |
|
| Complaints for Compensation |
|
| Complaints of Discharge / Discrimination / Interference |
|
| Applications for Temporary Relief |
|
| Appeals of Judge’s Ruling |
| ||||||
| Active Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| McCoy Elkhorn Mine #15 / 15-18775 |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
| McCoy Elkhorn Carnegie Mine / 15-19313 |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
| McCoy Elkhorn Bevins Branch Preparation Plant / 15-10445 |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
| McCoy Elkhorn Carnegie 2 Mine / 15-19801 |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
| Deane Mining Access Mine / 15-19532 |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
| Deane Mining Mill Creek Preparation Plant / 15-16577 |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
| Deane Mining Razorblade / 15-19829 |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
| Perry County Resources/E4-2 15-19015 |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
| Perry County Resources/Davidson Preparation Facility 15-05485 |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
| (1) | Mine Act section 104(a) S&S citations shown above are for alleged violations of mandatory health or safety standards that could significantly and substantially contribute to a coal mine health and safety hazard. It should be noted that, for purposes of this table, S&S citations that are included in another column, such as Section 104(d) citations, are not also included as Section 104(a) S&S citations in this column. |
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| (2) | Mine Act section 104(b) orders are for alleged failures to totally abate a citation within the time period specified in the citation. |
|
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| (3) | Mine Act section 104(d) citations and orders are for an alleged unwarrantable failure (i.e., aggravated conduct constituting more than ordinary negligence) to comply with mandatory health or safety standards. |
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| (4) | Mine Act section 110(b)(2) violations are for an alleged “flagrant” failure (i.e., reckless or repeated) to make reasonable efforts to eliminate a known violation of a mandatory safety or health standard that substantially and proximately caused, or reasonably could have been expected to cause, death or serious bodily injury. |
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| (5) | Mine Act section 107(a) orders are for alleged conditions or practices which could reasonably be expected to cause death or serious physical harm before such condition or practice can be abated and result in orders of immediate withdrawal from the area of the mine affected by the condition. |
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| (6) | Amounts shown include assessments proposed by MSHA during the nine months ended September 30, 2025 on all citations and orders, including those citations and orders that are not required to be included within the above chart. This number may differ from actual assessments paid to MSHA as the Company may contest any proposed penalty. |
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| (7) | Mine Act section 104(e) written notices are for an alleged pattern of violations of mandatory health or safety standards that could significantly and substantially contribute to a coal mine safety or health hazard. |
| 2 |