American Resources Corp 10-Q, filed Aug 19, 2025

American Resources Corp (AREC)

10-Q 2025-08-19 For: 2025-06-30

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Added on April 06, 2026

About this 10-Q

American Resources Corp filed this 10-Q on August 19, 2025, covering the quarter ended June 30, 2025.

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		PAGE
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (Unaudited)	3

	Condensed Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024	3

	Condensed Consolidated Statements of Operation (Unaudited) for the Three and six Months Ended June 30, 2025 and 2024	4

	Condensed Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited) for the Three and Six Months ended June 30, 2025 and 2024	5

	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months ended June 30, 2025 and 2024	6

	Notes to Unaudited Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	52

Item 4.	Controls and Procedures	53

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	54

Item 1A.	Risk Factors	54

Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	54

Item 3.	Defaults upon Senior Securities	54

Item 4.	Mine Safety Disclosures	54

Item 5.	Other Information	54

Item 6.	Exhibits	55

SIGNATURES		57

	June 30,			December 31,
	2025			2024
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	2,279,531		$	604,485
Restricted cash - current		605,467			2,353,473
Restricted investment - current		2,621,434			4,500,000
Short-term investments		-			587,357
Due from related party		1,074,243			1,081,243
Interest receivables		85,991			85,991
Receivables		28,532			6,675
Inventories		1,078,289			959,989
Prepaid expenses and other current assets		1,768,608			1,145,826
Total current assets		9,542,095			11,325,039

Non-current assets:
Restricted cash		1,019,412			1,155,371
Restricted investments	$	151,329,742		$	151,253,539
Property and Equipment, net		15,504,740			17,438,543
Right-of-use assets, net		663,860			712,352
Right-of-use assets, net - related party		1,558,547			1,735,407
Finance – right-of-use asset, net – related party		19,154,911			19,407,504
Investment in other entities - Related Parties		1,672,412			1,706,244
Notes Receivable, net		-			280,000
Total Assets	$	200,445,719		$	205,013,999
Liabilities and Deficit
Current liabilities:
Trade payables	$	6,196,646		$	4,247,649
Non-trade payables		444,501			968,970
Accounts Payable - Related Party		5,072,067			9,014,288
Accrued expenses		230,834			606,941
Accrued litigation settlement		14,462,941			14,343,928
Accrued interest		3,109,345			2,131,042
Other current liabilities		117,475			100,000
Bond payable, current		43,662,174			43,636,752
Current portion of long-term debt		2,077,328			2,077,328
Operating lease liabilities, current		145,472			91,576
Operating lease liabilities, current - related party		1,004,951			727,371
Finance lease - related party, current		1,079,699			363,296
Other financing obligations, current		4,694,911			6,493,706
Total current liabilities		82,298,344			84,802,847

Non-current liabilities:
Remediation liability		22,782,625			22,279,905
Bond payable, net		149,762,155			149,729,753
Convertible promissory note		4,005,520			499,961
Convertible promissory note - related party		1,910,896			1,611,455
Other financing obligations, net of current portion		10,197,062			6,222,602
Operating lease liabilities, non-current		625,730			677,168
Operating lease liabilities, non-current - related party		1,185,646			1,381,455
Finance lease - related party, non-current		19,876,050			19,718,597
Total liabilities		292,644,028			286,923,743

Commitments and contingencies (Note 8)		-			-

Stockholders' deficit:
Common stock, $0.0001 par value; 230,000,000 shares authorized, 84,305,071 and 77,996,079 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively		8,285			7,802
Additional paid-in capital		191,443,058			186,407,169
Accumulated deficit		(282,081,937	)		(266,763,049	)
Total stockholders' deficit		(90,630,594	)		(80,348,078	)
Non-controlling interest		(1,567,715	)		(1,561,666	)
Total deficit		(92,198,309	)		(81,909,744	)
Total liabilities and stockholders' deficit	$	200,445,719		$	205,013,999

	FOR THE THREE MONTHS ENDED JUNE 30, June 30,						FOR THE SIX MONTHS ENDED JUNE 30, June 30,
	2025			2024			2025			2024
				(as restated)						(as restated)
Revenue
Metal recovery and sales	$	1,946		$	4,095		$	2,996		$	33,447
Rare Earth Oxide Revenue		1,011			-			1,583			-
Service fee revenue		10,299			-			40,605			-
Royalty income		-			-			-			64,667
Total revenue		13,256			4,095			45,184			98,114

Operating expenses (income)
Cost of coal sales and processing		256,131			892,252			438,126			1,868,704
Accretion		254,429			248,311			502,720			496,893
Depreciation		509,789			519,445			1,022,121			1,070,085
Amortization of mining rights		303,918			311,685			607,836			618,979
General and administrative		4,305,208			5,640,101			7,512,716			9,362,772
Professional fees		761,733			449,900			934,059			1,396,686
Litigation expense		59,836			59,836			119,014			119,672
Production taxes and royalties		2,089			13,431			6,394			22,986
Development		330,757			301,990			656,260			704,378
Gain on sale of equipment		-			-			-			(400,000	)
Total operating expenses		6,783,890			8,436,951			11,799,246			15,261,155

Net loss from operations		(6,770,634	)		(8,432,856	)		(11,754,062	)		(15,163,041	)

Other income (expense)
Earnings from equity method investees		(22,966	)		(16,385	)		(33,832	)		(231,360	)
Other income and (expense)		180,381			60,491			266,964			157,404
Interest income		7,251			361,185			11,424			850,988
Interest expense		(2,062,936	)		(3,014,760	)		(3,815,432	)		(3,677,439	)
Total other income (expenses)		(1,898,270	)		(2,609,469	)		(3,570,876	)		(2,900,407	)

Net loss		(8,668,904	)		(11,042,325	)		(15,324,938	)		(18,063,448	)
Less: Non-controlling interest		2,775			(14,335	)		6,050			65,423
Net loss attributable to AREC shareholders	$	(8,666,129	)	$	(11,056,660	)	$	(15,318,888	)	$	(17,998,025	)

Net loss per share - basic and diluted	$	(0.10	)	$	(0.14	)	$	(0.19	)	$	(0.24	)

Weighted average shares outstanding - basic and diluted		82,851,608			77,375,271			80,929,094			75,422,390

	Common Stock				Additional									Non-
	Par Value				Paid-in			Accumulated			Total			controlling			Total
	Shares		Amount		Capital			Deficit			Deficit			interest			Deficit
Balance as of December 31, 2023		76,247,370	$	7,627	$	181,753,261		$	(225,292,333	)	$	(43,531,445	)		(1,473,852	)		(45,005,297	)
Exercise of cashless warrants		871,620		87		(87	)		-			-			-			-
Exercise of common stock options		148,000		15		156,882			-			156,897			-			156,897
Issuance of common shares for consulting services		30,000		3		43,797			-			43,800			-			43,800
Dividend-in-kind of Novustera, Inc. common stock to shareholders		-		-		-			(1,361,788	)		(1,361,788	)		-			(1,361,788	)
Stock compensation - options		-		-		986,132			-			986,132			-			986,132
Net loss		-		-		-			(6,941,363	)		(6,941,363	)		(79,760	)		(7,021,123	)
Balance as of March 31, 2024 (as restated)		77,296,990	$	7,732	$	182,939,985		$	(233,595,484	)	$	(50,647,767	)	$	(1,553,612	)	$	(52,201,379	)
Exercise of cashless warrants		30,799		3		32,336			-			32,339			-			32,339
Issuance of common shares for consulting services		72,500		7		99,768			-			99,775			-			99,775
Stock compensation – options		-		-		956,816			-			956,816			-			956,816
Net loss		-		-		-			(11,122,088	)		(11,122,088	)		14,335			(11,107,753	)
Balance as of June 30, 2024		77,400,289	$	7,742	$	184,028,905		$	(244,717,572	)	$	(60,680,925	)	$	(1,539,277	)	$	(62,220,202	)

	For the six months ended
	June 30,
	2025			2024
				(as restated)
Cash Flows from Operating activities:
Net loss	$	(15,324,938	)	$	(18,063,448	)

Adjustments to reconcile net income (loss) to net cash
Depreciation expense		1,022,121			1,070,085
Amortization of mining rights		607,836			618,979
Accretion expense		502,720			496,893
Amortization of right-to-use assets - related party		252,592			126,296
Amortization of issuance costs and debt discount		57,824			54,314
Investment in other entities - related parties, net		33,832			165,934
Allowance for losses on note receivable		280,000			-
Gain on sale of equipment		-			(400,000	)
Noncash stock-based compensation expense		1,110,812			1,942,948
Issuance of common shares for services		-			143,575
Unrealized gain on short-term investments		4,973			4,973

Change in current assets and liabilities:
Receivables		(21,857	)		(64,240	)
Inventories		(118,300	)		(829,998	)
Prepaid expenses and other current assets		(622,784	)		(11,251	)
Accounts payable		1,424,528			(317,200	)
Accrued interest		978,304			(6,844	)
Accrued expenses		(257,095	)		(136,723	)
Accounts payable related party		(16,658	)		1,664,551
Due from related party		7,000			-
Operating lease assets and liabilities, net		50,950			1,819
Operating lease assets and liabilities, net - related party		258,631			488,926
Deferred finance lease payments		873,856			(249,835	)
Other Liabilities		14,970			-
Cash used in operating activities		(8,880,683	)		(13,300,247	)

Cash Flows from Investing activities:
Purchase of property and equipment, net of capitalized interest income and (expense)		303,846			250,726
Restricted investments purchased		(149,742,156	)		(150,014,712	)
Restricted investments sold		151,547,025			-
Proceeds from sale of equipment		-			400,000
Proceeds from short-term investments, net		582,384			1,092,090
Cash provided by (used in) investing activities		2,691,099			(148,271,896	)

Cash Flows from Financing activities:
Proceeds from convertible promissory note		3,505,559			-
Proceeds from convertible promissory note - related party		299,441			459,646
Proceeds from tax exempt bonds, net		-			149,719,208
Proceeds from the exercise of stock options and warrants		-			189,236
Proceeds received from other financing obligation		7,153,077			-
Repayments of other financing obligation		(4,977,412	)		(3,664,712	)
Cash provided by financing activities		5,980,665			146,703,378

Decrease in cash		(208,919	)		(14,868,765	)
Cash and cash equivalents, including restricted cash, beginning of period		4,113,329			30,874,762
Cash and cash equivalents, including restricted cash, end of period	$	3,904,410		$	16,005,997

SUPPLEMENTAL CASH FLOW INFORMATION
Common stock issued to settle accounts payable and accrued expenses	$	2,415,499		$	-
Cashless exercise of warrants	$	-		$	87
Dividend-in-kind of Novustera, Inc. common stock to shareholders	$	-		$	1,361,788
Acquisition of assets through finance lease - related party	$	-		$	19,786,394

Balance Sheet as of June 30, 2024	As Reported			Adjustment			As Restated			Reference
Cash and cash equivalents	$	554,416		$	35,063		$	589,479			1
Restricted cash - current		-			12,867,941			12,867,941			3
Restricted investment - current		-			4,500,000			4,500,000			2
Short-term investments		-			250,844			250,844			1
Due from related party		-			741,243			741,243			4
Interest receivables		-			64,240			64,240			*
Inventories		2,029,812			(1,069,823	)		959,989			5
Prepaid expenses and other current assets		1,866,001			(125,099	)		1,740,902			6
Total current assets		4,450,229			17,264,409			21,714,638

Restricted cash		168,998,842			(166,450,265	)		2,548,577			3
Restricted investment		-			150,014,712			150,014,712			3
Property and Equipment, net		19,190,991			(472,102	)		18,718,889			7
Right-of-use assets, net		616,045			138,958			755,003			8
Right-of-use assets, net - related party		-			1,900,526			1,900,526			8
Finance – right-of-use asset, net – related party		-			19,660,097			19,660,097			9
Investment in other entities - Related Parties		1,884,153			(1	)		1,884,152			*
Notes Receivable, net		379,022			-			379,022			*
Total assets	$	195,519,282		$	22,056,334		$	217,575,616

Trade payables	$	4,808,658		$	(1,627,045	)	$	3,181,613			10
Non-trade payables		2,641,370			(1,818,135	)		823,235			10
Accounts Payable - Related Party		2,498,168			3,597,487			6,095,655			10
Accrued expenses		-			55,000			55,000			*
Accrued litigation settlement		-			14,222,941			14,222,941			11
Accrued interest		495,915			(17,328	)		478,587			*
Other current liabilities		200,000			(100,000	)		100,000			*
Bond payable, current		-			43,560,566			43,560,566			3
Current portion of long term debt		804,656			1,335,672			2,140,328			12
Operating lease liabilities, current		57,299			27,195			84,494			*
Operating lease liabilities, current - related party		-			456,731			456,731			8
Finance lease - related party, current		7,761,996			(7,398,071	)		363,925			13
Other financing obligations, current		-			8,086,355			8,086,355			13
Total current liabilities		19,268,062			60,381,368			79,649,430

Remediation liability		21,785,380			313			21,785,693			*
Bond payable, net		193,308,677			(43,560,562	)		149,748,115			3
Convertible promissory note - related party		-			946,202			946,202			12
Other financing obligations, net of current portion		6,161,059			(323,999	)		5,837,060			13
Operating lease liabilities, non-current		611,951			112,015			723,966			8
Operating lease liabilities, non-current - related party		-			1,568,793			1,568,793			8
Finance lease - related party, non current		-			19,536,559			19,536,559			13
Total liabilities	$	241,135,129		$	38,660,689		$	279,795,818

Common Stock		7,742			-			7,742
Additional paid-in capital		182,012,925			2,015,980			184,028,905			14
Accumulated deficit		(226,097,239	)		(18,620,333	)		(244,717,572	)
Total stockholders' deficit		(44,076,572	)		(16,604,353	)		(60,680,925	)
Non-controlling interest		(1,539,275	)		(2	)		(1,539,277	)		*
Total deficit		(45,615,847	)		(16,604,355	)		(62,220,202	)
Total liabilities and stockholders' deficit	$	195,519,282		$	22,056,334		$	217,575,616

Income Statement for the Three Months ended June 30, 2024	As Reported			Adjustment			As Restated			Reference
Cost of coal sales and processing		507,596			384,656			892,252			15
Accretion		248,291			20			248,311			*
Depreciation		519,445			-			519,445			*
Amortization of mining rights		311,685			-			311,685			*
General and administrative		2,888,344			2,751,757			5,640,101			15
Professional fees		390,370			59,530			449,900			*
Litigation expense		-			59,836			59,836			*
Production taxes and royalties		169,680			(156,249	)		13,431			15
Development		1,198,102			(896,112	)		301,990			15
Gain on sale of equipment		-			-			-			*
Total operating expenses		6,233,513			2,203,438			8,436,951

Net loss from operations		(6,229,418	)		(2,203,438	)		(8,432,856	)

Earnings from equity method investees		(16,385	)		-			(16,385	)		*
Other income and (expense)		60,490			1			60,491			*
Interest income		3,054			358,131			361,185			12
Interest expense		(418,493	)		(2,596,267	)		(3,014,760	)		12
Total other income (expenses)		(371,334	)		(2,238,135	)		(2,609,469	)

Net loss		(6,600,752	)		(4,441,573	)		(11,042,325	)
Non-controlling interest		(14,337	)		2			(14,335	)		*
Net loss attributable to AREC shareholders	$	(6,615,089	)	$	(4,441,571	)	$	(11,056,660	)

Income Statement for the Six Months ended June 30, 2024	As Reported			Adjustment			As Restated			Reference
Cost of coal sales and processing		1,197,775			670,929			1,868,704			15
Accretion		496,582			311			496,893			*
Depreciation		1,069,559			526			1,070,085			*
Amortization of mining rights		623,370			(4,391	)		618,979			*
General and administrative		5,248,281			4,114,491			9,362,772			15
Professional fees		1,141,392			255,294			1,396,686			15
Litigation expense		-			119,672			119,672			*
Production taxes and royalties		447,093			(424,107	)		22,986			15
Development		2,908,044			(2,203,666	)		704,378			15
Gain on sale of equipment		(400,000	)		-			(400,000	)		*
Total operating expenses		12,732,096			2,529,059			15,261,155

Net loss from operations		(12,633,982	)		(2,529,059	)		(15,163,041	)

Earnings from equity method investees		(231,360	)		-			(231,360	)		*
Other income and (expense)		173,005			(15,601	)		157,404			*
Interest income		39,149			811,839			850,988			12
Interest expense		(892,177	)		(2,785,262	)		(3,677,439	)		12
Total other income (expenses)		(911,383	)		(1,989,024	)		(2,900,407	)

Net loss		(13,545,365	)		(4,518,083	)		(18,063,448	)
Non-controlling interest		65,423			-			65,423			*
Net loss attributable to AREC shareholders	$	(13,479,942	)	$	(4,518,083	)	$	(17,998,025	)

	Common
	Stock				*Additional*						*Additional*												*Non-*					*Non-*
	Par Value				Paid-in						Paid-in			*Accumulated*						*Accumulated*			*controlling*					*controlling*			*Total*						*Total*
	Shares		Amount		Capital			Adjustments			Capital			Deficit			Adjustments			Deficit			interest			Adjustments		interest			Deficit			Adjustments			Deficit
Balance as of December 31, 2023 (1)		76,247,370	$	7,627	$	178,910,546			2,842,715		$	181,753,261		$	(178,694,329	)		(46,598,004	)	$	(225,292,333	)		(1,473,852	)		-		(1,473,852	)	$	223,844			(45,229,141	)		(45,005,297	)
Exercise of cashless warrants		871,620		87		(87	)		-			(87	)		-			-			-			-			-		-			-			-			-
Exercise of common stock options		148,000		15		156,885			(3	)		156,882			-			-			-			-			-		-			156,900			(3	)		156,897
Issuance of common shares for consulting services		30,000		3		43,797			-			43,797			-			(43,797	)		-			-			-		-			43,800			-			43,800
Dividend-in-kind of Novustera, Inc. common stock to shareholders		-		-		(14,560,000	)		14,560,000			-			-			13,198,212			(1,361,788	)		-			-		-			(14,560,000	)					(1,361,788	)
Stock compensation - options		-		-		560,393			425,739			986,132			-			(560,393	)		-			-			-		-			560,393						986,132
Net loss		-		-		-			-			-			(6,225,932	)		(715,431	)		(6,941,363	)		(79,760	)		-		(79,760	)		(6,225,932	)		(795,191	)		(7,021,123	)
Balance as of March 31, 2024 (2)		77,296,990	$	7,732	$	165,111,534			17,828,451		$	182,939,985		$	(184,920,261	)		(48,675,223	)	$	(233,595,484	)		(1,553,612	)		-		(1,553,612	)	$	(19,800,995	)		(32,400,384	)		(52,201,379	)
Exercise of cashless warrants		30,799		3		32,336			-			32,336			-			-			-			-			-		-			32,339			-			32,339
Exercise of common stock options		-							-			-			-			-			-			-			-		-			-			-			-
Issuance of common shares for consulting services		72,500		7		99,768			-			99,768			-			-			-			-			-		-			99,775			-			99,775
Dividend-in-kind of Novustera, Inc. common stock to shareholders		-							-									-			-			-			-		-			-						-
Stock compensation - options		-				874,080			82,736			956,816						-			-			-			-		-			874,080						956,816
Net loss		-							-						(6,615,089	)		(3,437,176	)		(10,052,265	)		14,337			-		14,337			(6,615,089	)		(3,422,839	)		(10,037,928	)
Balance as of June 30, 2024		77,400,289	$	7,742	$	166,117,718			17,911,187		$	184,028,905		$	(191,535,350	)		(52,112,399	)	$	(243,647,749	)		(1,539,275	)		-		(1,539,275	)	$	(25,409,890	)		(35,740,487	)		(61,150,377	)

Statement of Cash flows for the six months ended June, 2024	As Reported			Adjustment			As Restated			Reference
Cash Flows from Operating activities:
Net loss	$	(13,545,365	)	$	(4,518,083	)	$	(18,063,448	)
Depreciation expense		1,069,559			526			1,070,085		*
Amortization of mining rights		623,370			(4,391	)		618,979		*
Accretion expense		496,581			312			496,893		*
Amortization of right-to-use assets		27,126			(27,126	)		-		*
Amortization of right-to-use assets - related party		-			126,295			126,295		*
Amortization of issuance costs and debt discount		54,315			(1	)		54,314		*
Investment in other entities - Related Parties, net		231,360			(65,426	)		165,934		*
Gain on sale of equipment		(400,000	)		-			(400,000	)	*
Noncash stock based compensation expense		1,763,253			179,695			1,942,948		14
Issuance of common shares for services		143,575			-			143,575		*
Unrealized gain on short-term investments		-			4,973			4,973		*

Receivables		-			(64,240	)		(64,240	)	*
Inventories		(1,975,812	)		1,145,814			(829,998	)	5
Prepaid expenses and other current assets		1,651			(12,902	)		(11,251	)	*
Accounts payable		(1,852,196	)		1,534,996			(317,200	)	10
Accrued interest		27,781			(34,625	)		(6,844	)	*
Accrued expenses		-			(136,723	)		(136,723	)	11
Accounts payable related party		142,471			1,522,080			1,664,551		10
Due from related party		-			-			-		*
Operating lease assets and liabilities, net		(25,217	)		(1,237	)		1,819		*
Operating lease assets and liabilities, net - related party		-			387,592			488,926		8
Deferred finance lease payments		-			(249,835	)		(249,835	)	*
Other Liabilities		-			-			-		*
Cash used in operating activities		(13,217,548	)		(82,699	)		(13,300,248	)

Cash Flows from Investing activities:
Purchase of property and equipment, net of capitalized interest income and (expense)		(648,796	)		899,522			250,726		5
Restricted investments purchased		-			(150,014,712	)		(150,014,712	)	3
Proceeds from sale of equipment		400,000			-			400,000		5
Proceeds from short-term investments, net		-			1,092,090			1,092,090			3
Cash used in investing activities		(248,796	)		(148,023,100	)		(148,271,896	)

Cash Flows from Financing activities:
Proceeds from convertible promissory note - related party		-			459,646			459,646		12
Proceeds from tax exempt bonds, net		149,719,203			5			149,719,208		*
Proceeds from the exercise of stock options and warrants		189,239			(3	)		189,236		*
Repayments of other financing obligation		(3,569,482	)		(95,229	)		(3,664,711	)	*
Cash provided by financing activities		146,338,960			364,419			146,703,379

	June 30, 2025		June 30,2024
Beginning Balance	$	22,279,905	$	21,288,800
Accretion		502,720		496,893
Ending Balance	$	22,782,625	$	21,785,693

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

			Gross Unrealized					Allowance for		Fair
	Cost Basis		Gains		Losses			Credit Losses		Value

June 30, 2025	$	152,436,435	$	1,514,742	$	-		$	-	$	153,951,176
December 31, 2024	$	246,600,796	$	5,243,637	$	(3,031	)	$	-	$	151,841,402

		For the Three Months Ended				For the Six Months Ended
		June 30,				June 30,
	Expense Classification	2025		2024		2025		2024
Operating lease expense:
Amortization of ROU asset	General and administrative	$	63,061	$	70,108	$	122,073	$	92,472
Accretion of operating lease liability	General and administrative		56,917		46,710		222,622		93,202
Total operating lease expense		$	119,978	$	116,818	$	344,695	$	185,673

Finance lease expense:
Amortization of ROU asset	General and administrative	$	126,296	$	126,296	$	252,592	$	126,296
Interest on lease liabilities	Interest expense		452,346		443,241		904,693		443,241
Total finance lease expense		$	578,642	$	569,537	$	1,157,285	$	569,537

	June 30,			December 31,
	2025			2024
Surface	$	2,583,400		$	2,583,400
Underground		8,625,574			8,625,574
Processing/Loadout		12,114,676			12,081,045
Coal Refuse Storage		12,134,192			12,134,192
Building		54,202			54,202
Land		1,617,435			1,617,435
Acquired Mining Rights		484,907			484,907
Rare Earth Processing		399,247			304,962
Construction in Progress		4,885,687			5,317,449
		42,899,320			43,203,166
Less accumulated depreciation and amortization		(27,394,580	)		(25,764,623	)
Property and equipment, net	$	15,504,740		$	17,438,543

	As of June 30,			As of December 31,
Operating leases:	2025			2024
Weighted-average remaining lease term:
Operating leases (in years)		4.23			4.61
Weighted-average discount rate:
Operating leases		9.76	%		10	%
Finance lease:
Finance lease (in years)		37.9			38.39
Weighted-average discount rate:
Finance lease		10	%		9	%

	Operating			Finance
Fiscal Year	Leases			Leases			Total
2025	$	523,481		$	723,366		$	1,246,847
2026		693,104			1,482,300			2,175,404
2027		704,330			1,518,757			2,223,087
2028		709,921			1,556,126			2,266,047
2029		140,766			1,594,429			1,735,195
Thereafter		244,569			82,289,140			82,533,709
Discounted cash flows		3,016,171			89,164,118			92,180,289
Less imputed interest		(613,348	)		(69,830,090	)		(70,443,438	)
Present value of lease liabilities	$	2,402,823			19,334,028		$	21,736,851

		June 30, 2025						December 31, 2024
	Maturity Date	Total Outstanding*		Principal		Interest		Total Outstanding*		Principal		Interest

September 2017 Note	9/25/2019	$	181,736	$	181,736		-	$	181,736	$	181,736	$	-
June 2022 Note	5/27/2023		1,138,005		822,856		315,149		1,082,728		822,856		259,872
April 2023 Note	3/31/2024		1,072,736		1,072,736		-		1,072,736		1,072,736		-
		$	2,364,495	$	2,077,328	$	315,149	$	2,337,201	$	2,077,328	$	259,872

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

Three Months Ended
June 30, 2025
($ in thousands)	Corporate			American Infrastructure			ReElements			American Metals			Consolidated
Revenues	$	-		$	-		$	13,256		$	-		$	13,256
Gross margin		-			(192,762	)		(50,113	)		-			(242,875	)
Operating income (loss)	$	(2,648,929	)	$	(2,634,268	)	$	(1,361,978	)	$	(125,459	)	$	(6,770,634	)

Six Months Ended
June 30, 2025
($ in thousands)	Corporate			American Carbon			ReElements			American Metals			Consolidated
Revenues	$	-		$	-		$	45,184		$	-		$	45,184
Gross margin		-			-			(392,942	)		-			(392,942	)
Operating income (loss)	$	(3,660,313	)	$	(4,809,819	)	$	(2,709,434	)	$	(249,670	)	$	(11,754,062	)

Three Months Ended
June 30, 2024
($ in thousands)	Corporate			American Infrastructure			ReElements			American Metals			Consolidated
Revenues	$	-		$	-		$	4,095		$	-		$	4,095
Gross margin		-			-			(888,157	)		-			(888,157	)
Operating income (loss)	$	(4,330,782	)	$	(2,088,975	)	$	(1,887,311	)	$	(125,788	)	$	(8,432,856	)

	June 30,		December 31,
($ in thousands)	2025		2024
Corporate	$	5,806,724	$	2,348,138
American Infrastructure		167,881,155		176,379,133
ReElements		25,274,510		26,002,725
American Metals		1,483,329		284,003
Consolidated	$	200,445,718	$	205,013,999

	Six months ended June 30,
	2025			2024
Consolidated statement of cash flow data:
Cash used in operating activities	$	(8,880,176	)	$	(13,300,247	)
Cash provided by investing activities		2,691,099			(148,271,896	)
Cash provided by financing activities		5,980,665			146,703,379
Net change in cash and restricted cash	$	(208,413	)	$	(14,868,765	)

Exhibit Number	Description	Location Reference

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

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

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

	AMERICAN RESOURCES CORPORATION

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

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

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

	(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: August 18, 2025	By:	/s/ Kirk P. Taylor
		Kirk P. Taylor,
		Chief Financial Officer
		Principal Financial Officer
		Principal Accounting Officer

	(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.

*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