Royalty Management Holding Corp

Our board of directors currently has five members. The board of directors has nominated all five directors for election at the Annual Meeting, to serve until the 2027 Annual Meeting of Shareholders or until their respective successor(s) have been elected and qualified.

We believe that our directors should satisfy a number of qualifications, including demonstrated integrity, a record of personal accomplishment, a commitment to participation in board activities, as well as other attributes. We also endeavor to have a board that represents a range of qualifications, skills, and depth of experience in areas that are relevant to and contribute to the board’s oversight and the Company’s overall activities. The board considers these key experiences, qualifications, skills, attributes, and the nominees’ other qualifications in determining to recommend that they be nominated to the board.

Board Diversity Matrix as of January 1, 2025

Nominees for Directors

Each of our directors will be elected at this year’s meeting to a two-year term expiring at the Annual Meeting of Shareholders in 2027.

If any nominee becomes unavailable for election, the Board of Directors can name a substitute nominee, and proxies will be voted for the substitute nominee pursuant to discretionary authority.

Listed below are the biographies of each director nominee. The biographies include information regarding each individual’s service as a director of the Company, business experience, director positions at public companies held currently or at any time during the last five years, and the experiences, qualifications, attributes or skills that caused the Board of Directors to determine that the person should serve as a director for the Company.

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2025 Proxy Statement

Set forth below are the names, ages and positions of our director nominees as of the date of this Proxy Statement:

D. JOSHUA HAWES

Board Chairman

Mr. Hawes most recently served as Chief Strategy Officer of USA Rare Earth from 2021 to 2023 and Chief of Staff from 2020 and 2021 where he oversaw an exceptional ten-fold increase in the company's value and spearheaded the creation of the Magnet Manufacturing Tax Credit, while leading their magnet manufacturing transition team in Stillwater, Oklahoma. Furthermore, Mr. Hawes built the first ex-China, North American magnet supply chain network through strategic partnerships and collaboration, allowing for the future capture of hundreds of millions in revenue. He has over 15-years of leadership experience with specific focus on commodities, buy-side and sell-side investment sectors of the financial industry, and advanced technologies. Before his tenure at USA Rare Earth, Mr. Hawes held executive leadership roles for investment firms Delta1X and Hawking Alpha. He has led entrepreneurial capital integration for several companies by leading seamless combination of entrepreneurial spirit with Wall Street expertise to empower businesses of all sizes. Mr. Hawes also serves as a Director on the Board of Directors of American Resources Corporation. He holds several professional designations, including Chartered Market Technician, Certified Hedge Fund Professional, and Qualified Family Office Professional. Josh holds licenses spanning commodities, investment banking, public, and private securities including Series 3, 63, 65, 7, 79, 82, and SIE. A graduate of Auburn University in Wireless Software Engineering with a minor in Business, he actively supports Auburn's FMA program by speaking at the Business School.

The Board nominated Mr. Hawes for his leadership, and his extensive experience in finance, public company experience, and his ability to advise on corporate matters, including transaction structuring. There are no arrangements or understandings between him and any other persons pursuant to which he was selected as an officer. He has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

THOMAS M. SAUVE

Director, Chief Executive Officer, Board Secretary

Mr. Sauve has over 18 years in entity formation, land and lease management acquisition integration. As President of American Resources Corporation (Nasdaq: AREC) since 2015, Mr. Sauve has successfully integrated eight acquisitions into a streamlined operating model. Additionally, Mr. Sauve is the founder and manager of a private land management company and serves as the Company’s Chief Executive Officer.

The Board nominated Mr. Sauve for his leadership, and his 20+ years’ experience in finance, resources, public company experience, and his ability to lead mergers and acquisitions. There are no arrangements or understandings between him and any other persons pursuant to which he was selected as an officer. He has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

JULIE K. GRIFFITH

Committees: Compensation, Nominating, and Audit (Chair)

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2025 Proxy Statement

Ms. Griffith has over 30 years of public policy experience in both the public and private sector. Ms. Griffith joined the Ball State University Board of Trustees in 2022 and is the current executive vice president for Strategy, Partnerships, and Outreach for the Indiana Innovation Institute. Within this role, she is able to highlight her strategic vision, rich background in government affairs, and business development and marketing experience. Before joining the Indiana Innovation Institute, Ms. Griffith served as the vice president of Public Affairs for Purdue University and worked with Duke Energy in a variety of roles, including vice president for Government Affairs and Foundation Relations. Before that she worked for the Texas-based energy company Spectra Energy and its predecessor companies. Griffith has an extensive background in marketing, business development, and government and regulatory affairs. Ms. Griffith graduated from Ball State University in 1979 with a Bachelor of Science degree in Political Science.

The Board nominated Ms. Griffith to serve as a director due to her over 40 years of university, government and public policy experience. She has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

ROY A. SMITH

Committees: Compensation (Chair), Nominating, and Audit

Mr. Smith has had an extensive career in the financial services industry with a focus on publicly traded small and mid-capitalized companies. His expertise includes portfolio equity management, capital markets, institutional equity sales and trading, and investment banking with experience underwriting both equity and debt. Mr. Smith is currently a Managing Director at MZ Group, a firm that provides full-scale investor relations to both private and public companies across all industries. Prior to joining MZ, Mr. Smith was a Principal at Class VI Capital-New River Fund. New River is a Long/Short US equity strategy investing in small and mid-capitalized companies. Prior to Class VI, he was a Portfolio Manager with Bardin Hill Investment Partners (formerly Halcyon Asset Management), Friess Associates – The Brandywine Funds, and Pequot Capital. Mr. Smith’s investment history is characterized as a broadly diversified approach by the number of portfolio positions and sectors. With an emphasis on management execution, he has developed many relationships with public company management teams and has a unique perspective as to how institutional investors evaluate public companies and interpret their external communications. Mr. Smith is a graduate of Syracuse University with degrees in Finance and Marketing and is involved with several philanthropic organizations.

The Board nominated Mr. Smith to serve as a director because of his leadership in the finance industry and because of his relationships and connections in a wide variety of industries that can assist the Company. He has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

W. BENJAMIN KINCAID

Committees: Nominating (Chair), Compensation, and Audit

Mr. Kincaid has an extensive career as a U.S. Diplomat serving and leading teams in multiple countries in Africa, the Middle East, and South Asia. He spent the last several years living and working throughout Africa, supporting strategic national security imperatives in partnership with several African nations. Working across the U.S. interagency and with senior foreign officials, Mr. Kincaid drove partnered approaches to America's most pressing national security challenges, and in some of the world's most troubled places. Consistently chosen to lead teams in challenging environments, he served the entirety of his national security service career in the field. Mr. Kincaid is also a leadership advisor with Allegro Group, a talent and leadership transformation company. He lives with his wife and daughter in Santo Domingo, where his wife is currently posted to the U.S. Embassy. Mr. Kincaid holds a BA in International Studies and Political Science from Virginia Military Institute and an MA in Latin American Studies from Georgetown University. He speaks French, Spanish, and Pashto.

The Board nominated Mr. Kincaid to serve as a director because of his experience in world affairs and because of his relationships and connections in a wide variety of industries that can assist the Company. He has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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2025 Proxy Statement

The Board of Directors recommends a vote FOR the election of each of the nominees as directors.