American Resources Corp

December 31, 2025 and 2024

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

American Resources Corporation’s (ARC or the Company) operations are focused on the aggregation, recovery and sale of recovered metal and steel. Historically, the Company was comprised of ARC (Corporate or Parent) and three operating segments known as American Infrastructure, ReElements and Electrified Materials. During the year ended December 31, 2025 the Company spun-off of the American Infrastructure and ReElements segments. Following the disposal of American Infrastructure and ReElements, the Company has operated as two-operating segments, Corporate Office and Electrified Materials.

Beginning in 2023, the focus of the Company’s business and capital allocation shifted towards the diversification of the Company’s revenue streams. This led to the development of the Company’s operations focused on the aggregation, recovery and sale of recovered metal and steel. The Company established a new subsidiary, Electrified Materials Corporation (EMC, formerly known as American Metals) for these operations. Electrified Materials has been in the development (pre revenue) stages since its creation.

American Infrastructure (the Company’s former coal mining operations) was 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.

ReElements was 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 ReElements segment. In 2024, the Company changed the name of American Rate 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 majority owned subsidiaries. The majority owned subsidiaries include:

Electrified Materials:

Electrified Materials Corporation (EMC).

Corporate Office:

American Resources Corporation (ARC).

American Opportunity Venture II, LLC (AOV II).

As further described inNote 2 – Discontinued Operations, during the year ended December 31, 2025, the Company spun-off 81% and 91% of the ownership interests of ReElement Technologies, Inc. (“RLMT”) and American Infrastructure Corporation (“AIC”), respectively. As the transactions each represented a strategic shift in the Company’s operations, the results of ReElement and AIC are presented as discontinued operations in the consolidated financial statements and, as such, have been excluded from both continuing operations and segment results for all periods presented. The disclosures presented in the notes to the Consolidated Financial Statements are presented on a continuing operations basis unless otherwise noted. The legal entities included in discontinued operations are as follows:

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).

ReElements:

ReElement Technologies Inc (RLMT), ReElement Marion LLC (RLM), and Kentucky Lithium LLC (KYL), ReElement Africa (RA) and ReElement Ghana (RG).

All significant intercompany accounts and transactions have been eliminated in consolidation. Entities for which ownership is less than 100% require that a determination is made as to whether there is a requirement to apply the variable interest entity (VIE) model to the entity. Where the company holds current or potential rights that give it the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, combined with a variable interest that gives the Company the right to receive potentially significant benefits or the obligation to absorb potentially significant losses, the Company would be deemed the primary beneficiary.

During October 2021, the Company acquired a 23% ownership interest in FUB Mineral LLC (“FUB”). The Company evaluated FUB under the VIE guidance in ASC 810 and determined that FUB is a variable interest entity; however, the Company is not the primary beneficiary and therefore does not consolidate FUB. The Company’s investment in FUB is accounted for under the equity method of accounting.

During January 2021, the Company invested $2,250,000 for a 50% ownership interest and became the managing member of American Opportunity Venture, LLC (“AOV”). The Company evaluated AOV under the variable interest entity guidance in ASC 810 and determined that AOV is a variable interest entity for which the Company is the primary beneficiary. Accordingly, AOV is consolidated in the Company’s consolidated financial statements.

During March 2021, the Company invested $25,000 for 100% ownership and become the managing member of American Opportunity Venture II, LLC. (AOVII). As such, the investment in AOVII has been eliminated in the accompanying financial statements. As of December 31, 2025, AOVII has had no operational activity.

Acquisition Transactions

On June 28, 2024, EMC entered into a Business Combination with AI Transportation Acquisition Corp. On November 27, 2024, EMC received notice of termination of the potential transaction and there are no ongoing discussions to effect a merger agreement.

Going Concern

As discussed in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, conditions existed at the time of issuance of those financial statements — including recurring operating losses and limited available liquidity that raised substantial doubt about the Company's ability to continue as a going concern within one year from the issuance date of those financial statements. On October 13 2025, the Company received equity financing totaling gross proceeds of $33.7 million and on October 15, 2025, the Company receive equity financing totaling $40 million, both through a private placement of common shares, which substantially improved the Company's cash position and led to management’s later assessment that the conditions that had previously raised substantial doubt had been alleviated. Management has concluded that, as of the date of issuance of these consolidated financial statements, substantial doubt about the Company's ability to continue as a going concern no longer exists.

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, bonding collateral and are restricted as 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.

*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 three 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 income and interest 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 asset group. 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 were no impairments recognized during 2025 and 2024. Costs related to maintenance and repairs which do not prolong an asset’s useful life are expensed as incurred.

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. Revenue from metal recovery and sales are recognized when conditions within the contract or sales agreement are met including transfer of title.

*Income Taxes:*We file a consolidated federal income tax return with our subsidiaries.

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.

The carrying amounts of the Company’s cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate their fair value as of December 31, 2025 and 2024 due to their short-term nature.

*Leases:*The Company’s leases consist of operating and finance leases. Lease right‑of‑use assets and lease liabilities represent the present value of future minimum lease payments over the lease term and are recognized as of the lease commencement date. The Company has elected not to recognize right‑of‑use assets and lease liabilities for leases with an initial lease term of twelve months or less unless the lease contains a purchase option that is reasonably certain to be exercised.

Lease term, 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 each lease. Lease terms generally include the initial non‑cancelable period and renewal options that are reasonably certain to be exercised. The implicit rate in a lease is used to measure lease obligations when readily determinable. Otherwise, the Company uses its incremental borrowing rate based on information available at lease commencement, including the lease term and current economic conditions.

*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. Government and education sector receivables carry a low risk, while a higher risk is attributed to the remaining receivables as their aging progresses. For receivables with questionable collectability, a specific reserve is assigned. The estimated credit losses are a reflection of these factors, with the matrix applying percentages to the receivables based on their risk profile, adjusted for current and expected future conditions.

*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.

Recent Accounting Pronouncements:

In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025‑11, Interim Reporting (Topic 270): Narrow‑Scope Improvements, which clarifies interim reporting disclosure requirements and improves the organization and navigability of existing guidance. The amendments do not change the recognition or measurement of interim financial statement amounts. This ASU is effective for interim reporting periods in fiscal years beginning after December 15, 2027, with early adoption permitted. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

In December 2025, the FASB also issued ASU 2025‑12, Codification Improvements, which includes technical corrections, clarifications, and other minor improvements to various Topics within the Accounting Standards Codification. The amendments are not expected to have a significant effect on current accounting practice. This ASU is effective for fiscal years beginning after December 15, 2026, including interim periods therein. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024‑03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220‑40), which requires public business entities to disclose additional information about certain costs and expenses included in the statement of operations. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the provisions of this guidance and assessing the potential impact on its financial statement disclosures.

Recently Adopted Accounting Pronouncements:

In December 2023, the FASB issued ASU 2023‑09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency and decision‑usefulness of income tax disclosures primarily through expanded rate reconciliation and income tax paid disclosures. The Company adopted this ASU effective January 1, 2025, and the adoption did not have a material impact on its consolidated financial statements.

No other accounting standards issued or effective during the period had, or are expected to have, a material impact on the Company’s consolidated financial statements.

NOTE 2 – DISCONTINUED OPERATIONS

The Company accounts for discontinued operations in accordance with ASC 205‑20, Presentation of Financial Statements – Discontinued Operations (“ASC 205‑20”).

During the year ended December 31, 2025, the Company completed the spin‑off of its American Infrastructure and ReElement segments through the distribution of approximately 91% and 81%, respectively, of the outstanding equity interests of American Infrastructure Corporation (“AIC”) and ReElement Technologies, Inc. (“RLMT”) to the Company’s shareholders. These transactions resulted in the deconsolidation of AIC and RLMT on December 25, 2025 and December 26, 2025, respectively.

The disposition of AIC and RLMT represented a strategic shift in the Company’s operations. Accordingly, the historical results of these entities have been classified as discontinued operations for all periods presented in the accompanying consolidated financial statements.

Upon deconsolidation, the Company recognized its retained noncontrolling equity interests in RLMT and AIC at fair value in accordance with ASC 810, Consolidation, with the resulting gain (loss) on deconsolidation recognized in earnings.

The spin‑off transactions were non‑cash in nature and did not result in the receipt of cash consideration. Following the spin‑offs, the Company retained noncontrolling ownership interests in both RLMT and AIC. No additional non‑cash consideration was received in connection with the transactions.

Cash flows attributable to the discontinued operations were material to the periods presented. The operating, investing, and financing cash flows related to the discontinued operations are included within the respective line items in the Company’s consolidated statements of cash flows. The spin‑off transactions themselves did not result in cash inflows or outflows.

The following table presents the assets and liabilities of the discontinued operations as of December 31, 2025 and 2024:

The following table represents the major components of the results of discontinued operations for the period ended December 26, 2025 and 2024:

ReElement Technologies, Inc. (“RLMT”)

During the first quarter of 2025, the Company completed a spin‑off of approximately 81% of the ownership interests of RLMT. Following the spin‑off, the Company retained 19% ownership interest in RLMT. Until December 26, 2025, RLMT was considered a variable interest entity and was consolidated within the Company’s consolidated financial statements. As a result of third‑party investments in RLMT and the resulting changes to its capital structure, the Company determined that RLMT no longer qualified as a variable interest entity and deconsolidated RLMT as of December 26, 2025.

The spin‑off of RLMT represented a strategic shift and, accordingly, the disposal of RLMT was classified as a discontinued operation under ASC 205‑20. As a result, the Company recognized a gain on disposal of $28,143,105 on December 26, 2025.

The Company’s retained ownership interest in RLMT is accounted for under the equity method. The fair value of the retained interest recognized at the deconsolidation date was $28,263,734.

The fair value of the retained equity interest in RLMT was determined using a market approach based on an observable, arm’s‑length transaction that occurred contemporaneously with the spin‑off and implied an enterprise value of approximately $150 million for RLMT. The transaction was negotiated between independent third parties and reflected market participant assumptions regarding RLMT’s value as of the deconsolidation date. The implied enterprise value was translated to an equity value based on the Company’s retained ownership interest.

Significant inputs and assumptions included:

No adjustments for lack of control or lack of marketability were applied, as the transaction price was determined to reflect these factors.

The fair value measurement of the retained investment in RLMT is classified as Level 2 within the fair value hierarchy, as it is based on observable inputs from a contemporaneous market transaction.(See Note 7 – Investments in Other Entities – Related Parties for additional information regarding the retained equity method investment in RLMT.)

The following table presents the components of the gain on disposal of subsidiaries resulting from the disposal of RLMT on December 26, 2025:

American Infrastructure Corporation (“AIC”)

During the first quarter of 2025, the Company completed a spin‑off of approximately 91% of its ownership interest in American Infrastructure Corporation (“AIC”). Following the spin‑off, the Company retained a 9% non‑controlling ownership interest in AIC. Prior to December 25, 2025, AIC was considered a variable interest entity and was consolidated within the Company’s consolidated financial statements. On December 25, 2025, the Company determined that it was no longer the primary beneficiary of AIC and deconsolidated the entity.

The spin‑off and subsequent deconsolidation of AIC represented a strategic shift and, accordingly, the disposal was classified as a discontinued operation in accordance with ASC 205‑20. As a result, the Company recognized a gain on disposal of subsidiaries of $66,897,222 on December 25, 2025.

Upon deconsolidation, the Company measured its retained 9% equity interest in AIC at fair value in accordance with ASC 810‑10‑40 and ASC 820. The retained investment was recognized at a fair value of $2,475,258 as of the deconsolidation date and classified as a financial asset.

The fair value of the retained equity interest in AIC was determined using a market approach, consistent with an exit‑price notion under ASC 820. Management concluded that a market approach provided the most reliable basis for estimating fair value given AIC’s development‑stage status, lack of reliable projections, and absence of observable equity transactions at the measurement date.

The valuation was primarily anchored to observable market participant evidence in the form of an non-executed third‑party letter of intent (“LOI”), which contemplated the acquisition of substantially all of AIC’s operating assets by an independent counterparty in an arm’s‑length transaction. The LOI reflected an indicated value of the underlying operating assets on a free‑and‑clear basis and represented the most relevant market participant indication of value available as of the measurement date.

Because the LOI was structured as an asset transaction, management translated the indicated asset‑level value to an equity‑level fair value by considering the liabilities and obligations that a market participant acquiring AIC as a whole would be required to assume or satisfy. Exchange ratios, spin‑off mechanics, implied accounting gains, and internally derived values were explicitly excluded from the valuation analysis due to circularity considerations and their inconsistency with ASC 820’s requirement to maximize observable market participant inputs.

An income approach was considered but not applied due to the absence of reliable cash flow projections, sustained operating losses, and the early‑stage nature of AIC’s operations. An asset‑based approach was evaluated only as a reasonableness check and was not determinative of fair value.

The fair value measurement of the retained investment in AIC is classified as Level 3 within the fair value hierarchy due to the reliance on significant unobservable inputs, including assumptions regarding execution risk, timing, and the translation of asset‑level market participant evidence to an equity‑level fair value.

No separate adjustments for lack of control or lack of marketability were applied, as management concluded that such considerations were appropriately reflected in the market participant evidence and liability profile incorporated in the equity‑level valuation.(See Note 7 – Investments in Other Entities – Related Parties for additional information regarding the retained investment in AIC.)

The following table presents the components of the gain on disposal of AIC on December 25, 2025:

The gain on deconsolidation of RLMT and AIC was determined in accordance with ASC 810‑10‑40 and was based on:

The resulting gain (loss) is included in income from discontinued operations in the consolidated statements of operations.

The following table summarizes the cash flows attributable to discontinued operations:

Net cash used in operating activities from discontinued operations was $7.4 million for the year ended December 31, 2025, compared to $23.2 million for the year ended December 31, 2024, and primarily reflects operating losses and changes in working capital during the wind‑down of the discontinued businesses.

Net cash used in investing activities from discontinued operations was $3.8 million for the year ended December 31, 2025, compared to $126.3 million for the year ended December 31, 2024. Investing activities during both periods primarily related to capital expenditures and investment activity associated with the discontinued operations prior to their disposition.

Net cash provided by financing activities from discontinued operations was $13.5 million for the year ended December 31, 2025, compared to $150.0 million for the year ended December 31, 2024, and primarily reflects financing transactions undertaken in connection with the disposition and wind‑down of the discontinued operations.

Capital expenditures and other significant noncash investing and financing activities related to discontinued operations included purchases of property, plant, and equipment financed through finance leases of $1,849,106 and $1,500,000 for the years ended December 31, 2025 and 2024, respectively. Depreciation and amortization attributable to discontinued operations are included in the results of discontinued operations in the consolidated statements of operations.

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment were comprised of the following:

Depreciation expense amounted to $122,916 and $123,253 for 2025 and 2024, respectively. The estimated useful life of underground equipment is 5 years.

NOTE 4 – INVESTMENTS IN TRADING SECURITIES

Investments (all level 1 fair value measurements) in trading securities consist of 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 cash and restricted investments on the accompanying balance sheets. All other securities are classified as short-term investments on the accompanying balance sheets. 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 evaluated its investments for other‑than‑temporary impairment in accordance with applicable accounting guidance and determined that no impairment existed as of December 31, 2025.

The Company’s investments in trading securities consisting of U.S government and agency securities and fixed income funds are as follows:

The fair value of investments held as of December 31, 2025, consists of $40,470,151 in fixed income funds. As of December 31, 2024, the fair value of investments held consists of $587,357 in fixed income funds.

NOTE 5 – 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. 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 $9,178 per month in rent for the office space and the lease expires in June 2034. The rent is subject to escalation payments on an annual basis.

Operating leases – related party:

Electrified Materials Corporation leases outdoor storage space from LRR in Noblesville, Indiana at a monthly rent rate of $20,000. The lease expires in December 2028.

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 $20,559. The lease expires in December 2028 and is subject to escalating payments on an annual basis.

Electrified Materials Corporation leases office space at 1845 Highway 15 South, Hazard, Kentucky 41701 from LRR with a current monthly rent payment of $263. The lease agreement expires in December 2028.

The components of lease expense included on the Company’s statements of operations, inclusive of the related party component were as follows:

Other information related to leases is as follows:

The future minimum lease payments required under leases as of December 31, 2025 are as follows:

NOTE 6 - 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 amended contract terms state that service costs are passed through to the Company with a 12.5% mark-up and a 50% share of cost savings. The agreement covers services across all of the Company’s properties. For the year ended December 31, 2025 and 2024, the amounts incurred under the agreement amounted to $5,224,238 and $4,216,528, respectively. The amount paid for the year ended December 31, 2025 and 2024 amounted to $2,627,440 and $4,966,536, respectively. As of December 31, 2025 and 2024, the amount due under the agreement amounted to $5,314,599 and $1,683,612, respectively. These project management services were all payable as of December 31, 2025 and 2024.

The Company is the holder of 2,000,000 LBX Tokens with a par value of $250 for each token. The token issuance process is undertaken by a related party, Land Betterment, and is predicated on proactive environmental stewardship and regulatory bond releases. As of December 31, 2025 and 2024, there is no market for the LBX Token and therefore no value has been assigned, respectively.

On October 24, 2016, the Company sold certain mineral and land interests to a subsidiary of an entity, Land Resources & Royalties, LLC (“LRR”), owned by members of the Company’s management. LRR leases various parcels of land to AIC and engages in other activities creating miscellaneous income. The consideration for the transaction was a note in the amount of $178,683, which was fully settled during the year ended December 31, 2025. No interest expense related to this note was outstanding as of period‑end.

Subsequent to the deconsolidation of RLMT on December 26, 2025, RLMT has been considered a related party of the Company. The Company engages in transactions with RLMT in the ordinary course of business, which may include transition services, shared services, cost reimbursements, and other commercial arrangements.

During the period from December 26, 2025 through December 31, 2025, the Company paid certain operating and administrative expenses on behalf of RLMT in the ordinary course of business. As of December 31, 2025, the Company had an amount due from RLMT of $11,947,307, and amount due to RLMT of $4,186,750, representing the intercompany receivables and payables arising from ordinary‑course transactions. The balance is included in accounts receivable – related party and accounts payable – related party in the accompanying consolidated balance sheet.

Following the deconsolidation of AIC on December 25, 2025, AIC has been considered a related party of the Company. The Company engages in transactions with AIC in the ordinary course of business, which may include transition services, shared services, cost reimbursements, and other commercial arrangements. During the period from December 25, 2025 through December 31, 2025, the Company paid certain operating and administrative expenses on behalf of AIC in the ordinary course of business. As of December 31, 2025, the Company had amounts due to American Infrastructure Corporation (“AIC”) of $47,424,197 and amounts due from AIC of $109,454,508, representing intercompany balances arising from transactions conducted in the ordinary course of business, which are presented on a gross basis within related party accounts payable and related party accounts receivable in the accompanying consolidated balance sheet. In accordance with ASC 326, the Company evaluated the collectability of its related‑party receivable and, based on AIC’s financial condition and the absence of committed financing as of December 31, 2025, recorded an allowance for credit losses sufficient to fully reserve the net related‑party receivable exposure; the gross intercompany balances remain outstanding and subject to future settlement.

NOTE 7 - 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.

American Opportunity Venture II, LLC

During March 2021, the Company invested $25,000 for 100% ownership and became the managing member of American Opportunity Venture II, LLC. (AOVII). As such, the investment in AOVII has been eliminated in the accompanying financial statements. As of December 31, 2025, AOVII has had no operational activity.

Royalty Management Co.

During January 2021, the Company invested in American Opportunity Venture, LLC (“AOV”) and holds a 50% ownership interest. The Company is the managing member of AOV, which is a variable interest entity for which the Company is the primary beneficiary. Accordingly, AOV is consolidated in the Company’s financial statements.

AOV’s investment in Royalty Management Co. (“RMCO”) is accounted for under the equity method. RMCO completed a reverse merger with a special purpose acquisition company effective October 31, 2023. The Company recognizes its share of RMCO’s results on a three-month lag. 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 during 2024 or 2025. As of December 31, 2025, and December 31, 2024, the Company had $0 and $1,081,243 due from RMCO, respectively. The Company evaluated the related‑party receivable for collectability and imputed interest and concluded that no allowance for credit losses or imputed interest was required as of each period end.

During 2025, the amounts previously payable to RMCO were settled through the issuance of RMCO preferred stock.

As of December 31, 2025 and 2024, the Company indirectly held 428,446 shares of Class A common stock of RMCO and 884,783 shares directly. In addition, as of December 31, 2025 and 2024, the Company held 381,243 and zero shares, respectively, of Series A Preferred Stock of RMCO.

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 (50%) of the operating profits from Novusterra’s Graphene manufacturing and marketing business activity. As part of the agreement, Novusterra’s Chairman of the Board of Directors at the time was replaced by the Company’s Mark Jensen, Chief Executive Officer and Chairman of the Board of Directors.

On August 30, 2022, we entered into a purchase agreement to sell the exclusive rights of the patents included in the Graphene Development Agreement for 4,000,000 common shares of Novusterra with a fair market value of $1,784,000 in stock of Novusterra. As part of the sale of the exclusive rights to the patents, Andrew Weeraratne resigned as director and CEO of Novusterra and Gregory Jensen, the Company’s general counsel, joined Novusterra as CEO and Director and Mark Jensen resigned as Chairman of the Board of Directors. Pursuant to the purchase agreement, Novusterra is no longer obligated to pay the Company fifty percent (50%) of the operating profits from their Graphene manufacturing and marketing business. However, Novusterra is still obligated to pay the Company ten percent (10%) of all revenue from the exclusive sublicense with Kenai Defense Company, LLC and for the Department of Defense under the contract that was transferred from the Company to Novusterra. Any subsequent contracts entered into by Novusterra with Kenai Defense Company, LLC and for the Department of Defense will have no future revenue allocations to the Company.

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 91% of the Company’s ownership in Novusterra, Inc. resulting in the Company to receive 9% of future cash flows and holding 1,417,500 common shares of Novusterra, Inc. Due to the Company’s new ownership percentage in Novusterra, Inc. the investment is accounted for at cost, minus impairment, and adjusted for observable price changes from identical or similar investments of the same issuer.

As of December 31, 2025 and 2024, the carrying value of the investment was $0 and $0, respectively.

ReElement Technologies, Inc. (“RLMT”)

As of December 26, 2025, the Company retained a 19% ownership interest in RLMT following its deconsolidation (see Note 2 – Discontinued Operations).

The Company recognized the equity method investment at its fair value of $28,263,735 as of the deconsolidation date. The difference between the carrying amount and the Company’s proportionate share of RLMT’s underlying net assets at deconsolidation was fully recognized in gain on disposal of subsidiaries in accordance with ASC 810 and is detailed in Note 2. RLMT is considered a related party of the Company subsequent to the deconsolidation date.

The Company evaluates its equity method investment for impairment indicators at each reporting date. Summarized financial information of RLMT is presented within the discontinued operations disclosure in Note 2, including total assets, liabilities, and results of operations up to the deconsolidation date.

American Infrastructure Corporation (“AIC”)

As of December 25, 2025, the Company retained a 9% ownership interest in AIC following its deconsolidation (see Note 2 – Discontinued Operations). The remaining interest does not provide significant influence over AIC and accordingly is accounted for as a financial asset measured at fair value. The investment was recognized at $2,475,258 as of the deconsolidation date. AIC is considered a related party of the Company subsequent to the deconsolidation date.

Advanced Magnet Lab, Inc

On December 21, 2022, AML issued a convertible promissory note to the Company in the principal amount of $280,000, bearing interest at 10% per annum, compounded monthly. Advanced Magnet Lab, Inc. (“AML”) is a related party, as the Company’s Chief Executive Officer serves as a director of AML. The note is prepayable at any time and is convertible, at the Company’s option, into AML common stock at a conversion price of $1.50 per share.

During the year ended December 31, 2025, the Company recorded an allowance for expected credit losses of $280,000 on the note receivable based on management’s assessment that collection of the outstanding balance is not probable. The related loss was recognized in earnings during the period. As a result, the net carrying value of the note receivable was $0 as of December 31, 2025, compared to $280,000 as of December 31, 2024. The Company has not recognized interest income on the note due to the uncertainty of collectability.

NOTE 8 – LONG TERM DEBT

On August 1, 2025, the Company entered into a non-negotiable promissory note (the “August 2025 Note”), pursuant to which the Company borrowed $482,642.82. The August 2025 Note was issued in connection with a payment made on behalf of the Company to a third party related to a lease obligation. The August 2025 Note bears interest at a rate of 4.03% per annum, compounded annually, and matures on August 1, 2027, at which time all outstanding principal and accrued interest are due and payable. The Company may prepay the August 2025 Note, in whole or in part, at any time without penalty. The August 2025 Note is secured by a first-priority lien on certain assets of the Company, to the extent such assets are not already pledged to other lenders at the time of issuance.

On September 1, 2025, the Company entered into a non-negotiable promissory note (the “September 2025 Note”), pursuant to which the Company borrowed $482,642.82. The September 2025 Note was issued in connection with a loan used to fund a lease payment obligation to a third party. The September 2025 Note bears interest at a rate of 4.00% per annum, compounded annually, and matures on September 1, 2027, at which time all outstanding principal and accrued interest are due and payable. The Company may prepay the September 2025 Note, in whole or in part, at any time without penalty. The September 2025 Note is secured by a first-priority lien on certain assets of the Company, to the extent such assets are not already pledged to other lenders at the time of issuance.

The following tables reflects a summary of the outstanding principal and interest by each lender and their respective maturity date as of December 31, 2025 and 2024:

**** - Total Outstanding = Principal + Interest as of December 31, 2025 and 2024***

NOTE 9 – STOCKHOLDERS’ EQUITY

As of December 31, 2025, the following describes the various types of the Company’s securities:

Common Stock

Voting Rights. Holders of shares of common stock are entitled to one vote per share held of record on all matters to be voted upon by the stockholders. The holders of common stock do not have cumulative voting rights in the election of directors.

*Dividend Rights.*Holders of shares of our common stock are entitled to ratably receive dividends when and if declared by our board of directors out of funds legally available for that purpose, subject to any statutory or contractual restrictions on the payment of dividends and to any prior rights and preferences that may be applicable to any outstanding preferred stock. Please read “Dividend Policy.”

*Liquidation Rights.*Upon our liquidation, dissolution, distribution of assets or other winding up, the holders of common stock are entitled to receive ratably the assets available for distribution to the stockholders after payment of liabilities and the liquidation preference of any of our outstanding shares of preferred stock.

Other Matters. Theshares of common stock have no preemptive or conversion rights and are not subject to further calls or assessment by us. There are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of our common stock, are fully paid and non-assessable.

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 6,363,225 shares of Series A Preferred stock under the 2016 Plan. Options issued under the 2016 Plan vest upon issuance.

A 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 4,000,000 shares of common stock under the 2018 Plan. Options under the 2018 Plan vest as determined by the Board.

Total stock‑based compensation expense for grants to officers, employees, and consultants was $7,132,466 and $3,725,484 for the years ended December 31, 2025 and 2024, respectively, related to continuing operations, which was charged to general and administrative expense. As of December 31, 2025, the Company had $3,164,126 of unrecognized compensation cost related to unvested stock options, net of forfeitures. This cost is expected to be recognized over approximately five years on a weighted‑average basis.

The Company used the simplified method under SAB 107 to estimate the expected term for options granted prior to 2025. This method is permitted for companies with limited historical exercise data and provides a reasonable estimate of expected term consistent with SEC guidance.

Stock Option Activity

*During the year ended December 31, 2025, certain stock option exercises were settled on a cashless (net settlement) basis, whereby shares otherwise issuable upon exercise were withheld by the Company solely to satisfy the exercise price. No shares were withheld for tax withholding obligations, and the Company did not remit any cash to tax authorities in connection with these exercises.

As a result of these net settlements, a total of 577,676 shares were issued as reflected in the Company’s Statement of Stockholders’ Equity. The difference between options exercised and shares issued represents shares withheld in connection with the cashless exercise feature.

Vested vs Nonvested Stock Option Activity

Equity classified warrants

On June 9, 2021, the Company issued Common Stock Purchase Warrant “C-38” in conjunction with a common stock offering. The warrant provides the option to purchase 2,150,000 Class A Common Shares at a price of $3.50 and carried a 5 year term. The warrants expire on June 9, 2026. On October 14, 2025, the C-38 Common Stock Purchase Warrant was exercised with the company receiving $7,525,000 in cash proceeds.

On June 9, 2021, the Company issued Common Stock Purchase Warrant “C-39” in conjunction with a common stock offering. The warrant provides the option to purchase 2,150,000 Class A Common Shares at a price of $3.50 and carry a 5 year term. The warrants expire on June 9, 2026.

On July 28, 2022, the Company issued Common Stock Purchase Warrant “A-12” in conjunction with an IR Services. The warrant provides the option to purchase 60,000 Class A Common Shares at a price of $3.50 and carried a 4 year term. The warrants expire on July 28, 2026. On October 21, 2025, the A-12 warrant was exercised cashlessly resulting in the issuance of 12,807 common shares and no net proceeds to the Company.

The Company records and classifies issued and outstanding warrants based upon the terms and factors of their issuance. Warrants issued for services are corded as period expenses matching the services delivered; warrants issued for settlement of payables or debt are recorded as either a gain or loss on settlement; and warrants issued in connection with capital transactions are recorded within the statement of stockholders equity and additional paid in capital*.*

Warrant Activity

*During the year ended December 31, 2025, certain warrant exercises were settled on a cashless (net settlement) basis, whereby shares otherwise issuable upon exercise were withheld by the Company solely to satisfy the exercise price. No shares were withheld for tax withholding obligations, and the Company did not remit any cash to tax authorities in connection with these exercises. As a result of these net settlements, a total of 2,162,808 shares were issued as reflected in the Company’s Statement of Stockholders’ Equity. The difference between warrants exercised and shares issued represents shares withheld in connection with the cashless exercise feature.

Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income (loss) attributable to common shareholders by the weighted‑average number of shares of common stock outstanding during the period.

Diluted earnings (loss) per share is computed by dividing net income (loss) attributable to common shareholders by the weighted‑average number of shares of common stock outstanding, adjusted to reflect the potential dilution from stock options and warrants using the treasury stock method.

Potentially dilutive securities are excluded from the diluted earnings (loss) per share calculation when their inclusion would be anti‑dilutive, including in periods in which the Company reports a net loss.

NOTE 10 – INCOME TAXES

The Company adopted Accounting Standards Update (ASU) 2023‑09, “Improvements to Income Tax Disclosures,” on a retrospective basis within its annual reporting for the year ended December 31, 2025. The adoption of ASU 2023‑09 resulted in enhanced disclosures related to the effective tax‑rate reconciliation, including additional disaggregation requirements prescribed by the standard. For further details, see Note 1, Recently Adopted Accounting Pronouncements.

The components of income tax expense for the years ended December 31, 2025, and 2024 consist of the following:

Reconciliations between the statutory rate and the effective tax rate for the years ended December 31, 2025, and 2024 consist as follows:

Significant components of the Company’s deferred tax assets as of December 31, 2025, and 2024 are summarized below. The calculations presented below reflect the new U.S. federal statutory corporate tax rate of 21% effective January 1, 2018. See Note 2 – Income Taxes

As of December 31, 2025, the Company had approximately $134.3 million of net operating loss carryforwards. Net operating losses generated prior to January 1, 2018 expire beginning in 2035, while net operating losses generated thereafter may be carried forward indefinitely, subject to an annual limitation. A full valuation allowance has been recorded against the Company’s deferred tax assets as it is more likely than not that such assets will not be realized.

We reviewed all income tax positions taken or that we expect to be taken for all open years and determined that our income tax positions are appropriately stated and supported for all open years. The Company is subject to U.S. federal income tax examinations by tax authorities for years after 2021 due to unexpired net operating loss carryforwards originating in and subsequent to that year. The Company may be subject to income tax examinations for the various taxing authorities which vary by jurisdiction.

The Company has calculated federal and state net operating loss carryforwards based on the preparation of its income tax returns; however, such returns have not yet been finalized or filed. Accordingly, the NOL amounts reflected in the accompanying financial statements represent management’s best estimates and are subject to change upon completion of the tax returns. Any such changes could be material to the Company’s deferred tax assets; however, a full valuation allowance has been recorded against these amounts.

In addition, tax years including 2021 and after remain unfiled as of December 31, 2025, and therefore the statute of limitations for those years remains open.

NOTE 11 – CONTINGENCIES AND COMMITMENTS

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.

AIC 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 $3,400,000 as of December 31, 2025 and 2024. The company has been named in approximately $2,300,000 of these proceedings which have been accrued in the company’s financial statements, including a judgement stemming from an AIC contractor in the amount of $1,673,552.

In December 2025, Wyoming County Coal (“WCC”) was named as a defendant in litigation initiated by the trustee of the 2023 Series West Virginia Development Bond seeking accelerated payment of amounts allegedly due under the bond. American Infrastructure Corporation (“AIC”), the sole parent of WCC, and the Company were also named in connection with a project completion guaranty provided at the time of financing. The Company and WCC are contesting the claims and pursuing a potential out‑of‑court resolution. Based on current information, management does not believe the outcome of this matter will have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows, and no liability has been recorded as of December 31, 2025.

NOTE 12 –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 February 2025, the Company completed a spin-off of its American Infrastructure (AIC) and ReElements (RLMT) reporting units. AIC and RLMT were deconsolidated as of December 25, 2025 and December 26, 2025, respectively and are presented as discontinued operations in the accompanying consolidated financial statements.

Our reportable segments are described below.

Corporate - Certain 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.

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 years ending December 31:

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 years ended December 31, 2025 and 2024, is as follows:

NOTE 13 – REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS:

Warrants

In connection with the preparation of the consolidated financial statements for the year ended December 31, 2025, management identified an error related to the accounting for warrants issued on June 9, 2021. The warrants were determined to be equity‑classified at issuance; however, the related warrant value was not recorded within additional paid‑in capital at the issuance date.

The warrants were subsequently exercised during 2025. As the warrants were equity‑classified, the correction resulted solely in a reclassification within additional paid‑in capital to recognize the previously unrecorded warrant component. The correction had no impact on total stockholders’ equity, net income (loss), earnings per share, cash flows, or total assets or liabilities for any period presented.

Income Taxes

During the preparation of the Company’s consolidated financial statements for the year ended December 31, 2025, management identified errors in disclosure of income tax returns being unfiled. Certain tax years remain unfiled as of December 31, 2025, and therefore the statute of limitations for those years remains open.

Leases

During the preparation of the Company’s consolidated financial statements for the year ended December 31, 2025, management identified errors in the accounting for a related-party finance lease recognized under ASC 842, Leases.

The errors primarily related to (i) the use of an incremental borrowing rate derived from financing arrangements entered into in 2023 rather than a contemporaneous secured borrowing rate at the lease commencement date in April 2024, and (ii) the omission of certain leasehold improvement recoupment credits in the initial measurement of the lease liability and corresponding right-of-use (“ROU”) asset. As a result of these errors, certain deferred lease payment obligations were previously recorded within accounts payable – related party rather than being appropriately reflected in the measurement and presentation of the finance lease liability.

The Company assessed the effect of the errors on prior periods under the guidance of Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin No. 99, “Materiality,” codified in ASC 250,Accounting Changes and Error Corrections (“ASC 250”). Based on its assessment, the Company determined that the errors were not material to any previously issued 2024 consolidated financial statements. The lease is related to discontinued operations and accordingly the lease is recorded within the assets and liabilities of discontinued operations and income (loss) from discontinued operations in the accompanying consolidated financial statements. The following adjustments recorded in the accompanying 2024 consolidated financial statements reflect adjustments made to financial statement classifications before the effects of the discontinued operations adjustments described in Note 2.

Balance Sheet Impact

As of December 31, 2024, the revision resulted in:

Statements of Operations and Cash Flows Impact

For the year ended December 31, 2024:

Stockholders’ Equity Impact

Net loss decreased by approximately $0.1 million. Accumulated deficit and total stockholders’ deficit at December 31, 2024 were adjusted accordingly. There was no impact on common stock or additional paid-in capital.

The following table reflects the corrections of errors on the previously issued consolidated balance sheet line items affected. The revisions were not material to the Company’s previously issued consolidated statements of operations, stockholders’ equity or cash flows.

NOTE 14 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date the financial statements were issued. No events occurred after December 31, 2025, that would require adjustment to or disclosure in the financial statements.