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ACQUISITION OF PREMIER-CAMBRIAN MINE SITE
3 Months Ended
Mar. 31, 2026
Acquisition Of Premier-cambrian Mine Site  
ACQUISITION OF PREMIER-CAMBRIAN MINE SITE

4. ACQUISITION OF PREMIER-CAMBRIAN MINE SITE

 

On December 31, 2025, the Company, through its wholly-owned subsidiary, Range Bluegrass Land, LLC, (“Range Bluegrass”), entered into an agreement with Reckoning Reclamation LLC (“Reckoning Reclamation”) pursuant to which it 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”) and assumed management and reclamation responsibilities for 43 mining permits that remained with Reckoning Reclamation, with an estimated total asset retirement obligation of $43.1 million.

 

SCHEDULE OF ASSET RETIREMENT OBLIGATION

Asset retirement obligation, December 31, 2024  $- 
Accretion during the period   - 
Sites added during the period   43,138,994 
Sites removed during the period   - 
Revisions in estimated cash flows during the period   - 
Expenditures during the period   - 
Asset retirement obligation, December 31, 2025  $43,138,994 

 

In connection with this transaction, the Company entered into two consulting agreements (“Consulting Agreements”) with an 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 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 reclamation obligations 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”.

 

Fair value of Premier-Cambrian Mine land acquired  $32,978,505 
Assumed liabilities   (326,473)
Bargain purchase gain before noncontrolling interest adjustment  $32,652,032 
Noncontrolling interest adjustment of 50%   (16,326,016)
Bargain purchase gain  $16,326,016 
Purchase price  $- 
Acquisition transaction costs incurred  $24,710