4. ACQUISITION OF PREMIER-CAMBRIAN MINE

On December 31, 2025, the Company, through its wholly-owned subsidiary, Range Bluegrass Land, LLC (“Range Bluegrass”), entered into an agreement with Continental Land Co. LLC pursuant to which it acquired 15,700 acres of surface land and 42,500 acres of mineral interests associated with the Premier Elkhorn mine complex and Cambrian Coal mine complex (the “Premier-Cambrian Mine”) in Pike, Letcher and Floyd Counties, Kentucky (the “Premier-Cambrian Acquisition”). As part of the Premier-Cambrian Acquisition, Range Bluegrass assumed responsibility for 43 mining permits owned and controlled by Reckoning Reclamation LLC with $43.1 million of estimated reclamation obligations. In connection with this transaction, the Company recorded asset retirement obligations of $43,138,994 on December 31, 2025 (and capitalized an equal amount as a long-term intangible asset). See the table below for more information regarding the reporting of these transactions:

 SCHEDULE OF BUSINESS ACQUISITION OF PREMIER-CAMBRIAN MINE SITE

In connection with this transaction, the Company entered into two consulting agreements (“Consulting Agreements”) with unaffiliated third parties related to the reclamation and repurposing of approximately 1,500 acres of land at the Premier-Cambrian Mine. The Consulting Agreements provide for an initial engagement fee payment of $1,000,000 on December 31, 2025, and quarterly engagement fee payments of $500,000 payable thereafter until December 31, 2027 (for total payments of $5,000,000). The project anticipated under the Consulting Agreements is on hold and no revenue has been recognized for the six months ended June 30, 2026. The Consulting Agreements may be terminated at any time. Refer to Revenue Recognition in Note 1.

In addition, Range Bluegrass entered into an equity option agreement (“Equity Option”) pursuant to which a non-affiliated third party was granted the right to receive the same amount of cash distributions made by Range Bluegrass to the Company, such right convertible into the right to receive 50% of the membership interests of Range Bluegrass. Range Bluegrass was paid $500,000 for the Equity Option on December 31, 2025. Range Bluegrass also entered into a real estate option agreement (“Real Estate Option”) with another unaffiliated third party for the option to purchase approximately 1,500 acres of the Premier-Cambrian Mine until December 31, 2031. Range Bluegrass was paid $500,000 for the Real Estate Option on December 31, 2025. The Company recorded an amount equal to $1,000,000 as a long-term liability entitled “Deposits Held” in connection with the Equity Option and Real Estate Option.

The Company accounted for these transactions as a business combination in accordance with ASC 805 “Business Combinations”. The Company has performed an allocation of the purchase price paid for the assets acquired and the liabilities assumed. The fair value of the surface land of the Premier-Cambrian Mine was $32,978,505. The Company also assumed liabilities in the amount of $326,473, and because no cash consideration was paid in connection with the acquisition of the Premier-Cambrian Mine, a total bargain purchase gain of $32,652,032 should be recognized. However, because the terms of the Equity Option create a “de facto noncontrolling interest” under ASC 810 in an amount equal to 50% of the equity value of Range Bluegrass, only 50% of the bargain purchase gain of $32,652,032 (an amount equal to $16,326,016) is recognized in the Consolidated Statement of Income as a bargain purchase gain related to the acquisition of the Premier-Cambrian Mine. The remaining balance of the gain (an amount also equal to $16,326,016) is recorded on the balance sheet as “Noncontrolling Equity Interest”.

 SCHEDULE OF BARGAIN PURCHASE GAIN OF PREMIER-CAMBRIAN MINE SITE