5. ACQUISITION OF PREMIER-CAMBRIAN MINE SITE

On December 31, 2025, the Company, through its wholly-owned subsidiary Range Bluegrass Land, LLC, (“Range Bluegrass”) acquired 15,704 acres of surface land and 42,500 acres of mineral interests associated with the Premier Elkhorn Mine Complex and Cambrian Coal Mine Complex in Pike, Letcher and Floyd Counties, Kentucky (the “Premier-Cambrian Mine”). The acquisition included the assumption of management and reclamation responsibilities for 43 mining permits that remained with the current permittee, Reckoning Reclamation LLC, with an estimated total asset retirement obligation of $43.1 million.

SCHEDULE OF ASSET RETIREMENT OBLIGATION

As part of the acquisition of the Premier-Cambrian Mine, the Company entered into two substantially similar consulting agreements (“Consulting Agreements”) with non-affiliated 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 Consulting Agreements may be terminated at any time. Refer to Revenue Recognition in Note 1.

Also, as part of the acquisition of the Premier-Cambrian Mine, Range Bluegrass entered into an equity option agreement (“Equity Option”) with a non-affiliated third party for the right to receive an equal amount of any cash distributions made by Range Bluegrass to the Company, which equity distribution right can be converted by the non-affiliated third party, in its sole discretion, into 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 a different non-affiliated 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 the transaction 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 $32,978,504. The Company also assumed reclamation obligations in the amount of $326,472, 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