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| | PART I | |
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| ITEM 1. | Business | 4 |
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| ITEM 1A. | Risk Factors | 24 |
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| ITEM 1B. | Unresolved Staff Comments | 68 |
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| ITEM 1C. | Cybersecurity | 68 |
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| ITEM 2. | Properties | 69 |
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| ITEM 3. | Legal Proceedings | 81 |
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| ITEM 4. | Mine Safety Disclosures | 81 |
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| | PART II | |
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| ITEM 5. | Market for Registrant’s Common Equity and Related Shareholder Matters | 81 |
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| ITEM 6. | [Reserved] | 85 |
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| ITEM 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 85 |
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| ITEM 7A. | Quantitative and Qualitative Disclosures about Market Risk | 102 |
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| ITEM 8. | Financial Statements and Supplementary Data | 104 |
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| ITEM 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 142 |
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| ITEM 9A. | Controls and Procedures | 142 |
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| ITEM 9B. | Other Information | 142 |
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| ITEM 9C. | Disclosures Regarding Foreign Jurisdictions that Prevent Inspections | 142 |
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| | PART III | |
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| ITEM 10. | Directors, Executive Officers and Corporate Governance | 143 |
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| ITEM 11. | Executive Compensation | 143 |
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| ITEM 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 143 |
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| ITEM 13. | Certain Relationships and Related Persons Transactions | 143 |
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| ITEM 14. | Principal Accountant Fees and Services | 143 |
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| | PART IV | |
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| ITEM 15. | Exhibits and Financial Statement Schedules | 144 |
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| SIGNATURES | | 155 |
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The information in this Annual Report on Form 10-K (the “Annual Report”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact included in this report, regarding our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Annual Report, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under, but not limited to, the heading “Risk Factors” included in this Annual Report.
Forward-looking statements may include, but are not limited to, statements about:
| ● | the expected commercialization of rare earth elements (“REE”) and critical minerals operations; |
| ● | identification and implementation of commercially feasible extraction processes, and establishment of pilot and commercial production extraction facilities; |
| ● | anticipated coal and rare earth elements and critical mineral production levels, costs, sales volumes, and revenue; |
| ● | timing and ability to complete major capital projects; |
| ● | economic conditions in the metallurgical coal, steel, and rare earth elements and critical mineral industries; |
| ● | expected costs to develop planned and future mining operations, including the costs to construct necessary processing, refuse disposal and transport facilities; |
| ● | the availability of the equipment and components necessary to construct our pilot and commercial production extraction facilities; |
| ● | estimated quantities or quality of our metallurgical coal reserves and rare earth elements and critical mineral resources; |
| ● | our ability to obtain additional financing on favorable terms, if required, to complete the acquisition of additional metallurgical coal reserves or to fund the operations and growth of our business, including our rare earth elements and critical mineral operations; |
| ● | maintenance, operating or other expenses or changes in the timing thereof; |
| ● | the financial condition and liquidity of our customers; |
| ● | competition in coal and rare earth elements and critical mineral markets; |
| ● | the price and demand for metallurgical coal, thermal coal, and rare earth elements and critical mineral products; |
| ● | compliance with stringent domestic and foreign laws and regulations, including environmental, climate change and health and safety regulations, and permitting requirements, as well as changes in the regulatory environment, the adoption of new or revised laws, regulations and permitting requirements; |
| ● | potential legal proceedings and regulatory inquiries against us; |
| ● | the impact of weather and natural disasters on plant construction, demand, production, and transportation; |
| ● | purchases by major customers and our ability to renew sales contracts; |
| ● | credit and performance risks associated with customers, suppliers, contract miners, co-shippers and traders, banks, and other financial counterparties; |
| ● | geologic, equipment, permitting, site access and operational risks and new technologies related to coal mining, REE and critical minerals mining and mining in general; |
| ● | transportation availability, performance, and costs; |
| ● | availability, timing of delivery and costs of key supplies, capital equipment or commodities such as diesel fuel, steel, explosives, and tires; |
| ● | timely review and approval of permits, permit renewals, extensions, and amendments by regulatory authorities; |
| ● | our ability to comply with certain debt covenants; |
| ● | tax payments to be paid for the current fiscal year; |
| ● | our expectations relating to dividend payments and our ability to make such payments; |
| ● | the anticipated benefits and impacts of previous acquisitions; |
| ● | risks related to Russia’s invasion of Ukraine and the international community’s response; |
| ● | our ability to successfully pursue our rare earth element mining, processing, refining, and commercialization activities which is a type of mining we have not previously pursued; |
| ● | the impacts of trade policy in the United States, China or other countries; |
| ● | whether the estimates of rare earth element oxides in the deposits in our Brook Mine are realized and whether we are ever able to establish rare earth element resources or reserves; |
| ● | whether we are able to successfully develop the Brook Mine into a commercial scale mine; |
| ● | risks related to weakened global economic conditions and inflation; |
| ● | risks related to the Company’s tracking stock structure and separate performance of its Carbon Ore-Rare Earth (“CORE”) assets; and |
We caution you that these forward-looking statements are subject to a number of risks, uncertainties and assumptions, which are difficult to predict and many of which are beyond our control, incident to the development, production, gathering and sale of metallurgical coal and critical mineral and rare earth element assets. Moreover, we operate in a very competitive and rapidly changing environment and additional risks may arise from time to time. It is not possible for our management to predict all of the risks associated with our business, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this Annual Report are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved or occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.
All forward-looking statements, expressed or implied, included in this Annual Report are expressly qualified in their entirety by this cautionary statement and speak only as of the date of this Annual Report. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.
Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Annual Report.
