1. BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Range Impact, Inc. (the “Company”, “we”, “us” or “our”), was incorporated in the State of Nevada on June 29, 2007.

We are focused on developing long-term solutions to environmental, social, and health challenges by acquiring, reclaiming and repurposing mine sites and other undervalued land in economically disadvantaged communities throughout Appalachia. We take an opportunistic approach to impact investing by thoughtfully allocating our capital to strategic opportunities that are expected to make a positive impact on the people-planet ecosystem and generate strong investment returns for our shareholders. By actively directing investment capital in a manner intended to create positive environmental, social and economic outcomes, we believe that our impact investing strategy can contribute to an improved people-planet ecosystem and a healthier and happier way of life.

We have a particular interest in providing environmental and social solutions in economically-disadvantaged regions of the United States. Initially, the Company is targeting the Appalachian region, which is home to communities with some of the most disadvantaged income, education and employment demographics in the United States. Our strategy is to acquire large mine sites burdened by substantial legacy reclamation obligations and use our team and resources to perform the requisite reclamation activities and obtain full bond release, thereby unlocking the underlying value of the land and creating a critical catalyst for sustainable, long-term economic development in the disadvantaged coal communities of Appalachia.

We had previously focused primarily on generating revenue by providing reclamation and incidental mining and security services to third party mining companies, permit holders and private owners with abandoned mine land property. However, beginning in early 2025, our strategy evolved from a service-based business model to a land ownership business model designed to unlock the underlying value of land we own through our own reclamation activities, and then creating multiple streams of long-term recurring revenue with a diverse group of third-party lessees focused on next-generation uses.

Since inception, the Company has undergone several strategic transformations conducting prior operations under the names Legend Mining Inc., Stevia First Corp., Vitality Biopharma, Inc., and Malachite Innovations, Inc. In December 2023, the Company adopted its current name. Since March 2025, the Company has conducted its business through its two operating segments, Range Land and Range Services, as described in more detail in Note 13 below.

In March 2025, the Company, through its wholly-owned subsidiary Range Sky View Land, LLC, acquired 120,154 acres of fee, surface and mineral interests at the Fola mine complex (“Fola Mine”) located in Clay and Nicholas Counties, West Virginia (“Fola Acquisition”). As part of the Fola Acquisition, the Company acquired 15 mining permits at the Fola Mine with an estimated reclamation obligation of $29.3 million and assumed an obligation to manage an additional 16 mining permits at the Fola Mine with an estimated reclamation obligation of $13.8 million. The Company also assumed two coal royalty contracts and one 25-year solar lease with a multi-national corporation for the development of a large-scale solar project located on more than 1,000 acres at the Fola Mine. The Fola Acquisition is described in more detail in Note 3.

In December 2025, the Company 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 Acquisition”) from Continental Land, LLC, an entity indirectly owned by the Company’s largest shareholder and its CEO. 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. The Premier-Cambrian Acquisition is described in more detail in Note 4.

Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, during the three months ended March 31, 2026, the Company incurred a net loss of $1,833,690 and used $982,050 of cash in the Company’s operating activities. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

The ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations in the future and/or raising additional capital to meet its obligations when they come due. The Company estimates, as of March 31, 2026, that it may not have sufficient funds to operate the business for 12 months given its cash balance of $1,283,121 and expected revenues to be generated by the Company’s operating business segments. The Company is actively seeking additional financing and other sources of capital to fund its currently estimated level of operations. However, these estimates could differ from actual capital needs if the Company’s business encounters unanticipated difficulties, or if its estimates of the amount of cash necessary to operate its business prove to be wrong, and the Company uses its available financial resources faster than it currently expects. No assurance can be given that any future financing or capital, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) and with the instructions to Form 10-Q and the applicable requirements of Regulation S-X. The consolidated financial statements include the accounts of the Company and all of its wholly-owned subsidiaries, and have been prepared in accordance with accounting principles generally accepted in the United States of America. Intercompany balances and transactions have been eliminated in consolidation.

Reclassifications

Certain prior period amounts have been reclassified to conform with the current period’s presentation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

Discontinued Operations

The Company disposed of all of the assets of its wholly-owned subsidiary, Collins Building & Contracting, Inc. (“Collins Building”) and ceased providing third-party reclamation services during the year ended December 31, 2025. In accordance with GAAP, assets and liabilities of discontinued operations are presented separately in the Consolidated Balance Sheets, and results of discontinued operations are reported as a separate component of consolidated net loss or net income in the Consolidated Statements of Operations, for all periods presented, resulting in changes to the presentation of certain prior period amounts.

Refer to Note 2 for additional discussion of discontinued operations and disposition of assets. All other notes to these consolidated financial statements present the results of continuing operations and exclude amounts related to discontinued operations for all periods presented.

Business Combinations

Business combinations are accounted for using the purchase method of accounting under ASC 805, “Business Combinations”. This method requires the Company to record assets and liabilities of the businesses acquired at their estimated fair values as of the acquisition date. Any excess of the cost of the acquisition over the fair value of the net assets acquired is recorded as goodwill. Any excess of the fair value of the net assets acquired over the cost of the acquisition is accounted for as a bargain purchase gain. Determining the fair value requires management to make estimates and assumptions including discount rates, rates of return on assets, and long-term sales growth rates.

Revenue Recognition

The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers”. Under this standard, revenue is recognized by applying a five-steps model (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) each performance obligation is satisfied.

The Company primarily invoices customers for coal royalties and recognizes revenue on a periodic basis as coal is shipped. Costs for equipment, labor and chemicals are generally expensed as incurred. All revenue is recognized at a point in time.

The Company recognizes consulting revenue on a periodic basis as services are provided to non-affiliated third parties related to the reclamation and repurposing of land at the Premier-Cambrian Mine. All revenue is recognized at a point in time.

The Company recognized revenue on reclamation contracts for operations included in discontinued operations over time. These contracts were generally treated as a single performance obligation, as the Company provided a significant service of integrating multiple components into a single project. Revenue was recognized using a cost-based input method whereby progress toward completion was measured based on actual costs incurred relative to total estimated contract costs. Then, this percentage of completion was applied to the transaction price to determine the amount of revenue recognized. The Company believes this method provides a faithful depiction of performance as it directly reflects the value of the services transferred to the customer.

Contract Estimates (Discontinued Operations)

Estimating total revenue and cost at completion for the Company’s former performance obligations requires significant judgment and is subject to uncertainty. The Company regularly reviews and updates these estimates based on contract progress, execution status, and the expected costs to complete. All activity related to these contracts are included in discontinued operations for the three-month period ended March 31, 2025.

Changes in estimated profitability are recognized using the cumulative catch-up method, with the impact recorded in the period identified and future results based on revised estimates. Expected losses on contracts are recognized in full in the period they become evident.

Contract Modifications

Contract modifications can occur during the performance of the Company’s contracts. Contracts may be modified to account for changes in contract specifications or requirements. In most instances, contract modifications are for goods or services that are not distinct, and, therefore, are accounted for as part of the existing contract.

Cost and Expense Recognition

Contract costs include all direct labor, materials, equipment mobilization, subcontractor, and equipment costs, and those indirect costs related to contract performance, such as indirect labor, tools and supplies. Costs are recognized as incurred.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. From time to time, the Company’s cash balances may exceed amounts insured by the Federal Deposit Insurance Corporation. The Company has never suffered a loss due to such uninsured balances.

Accounts Receivable

Trade accounts receivable are reported at the amounts management expects to collect from the balances outstanding as of March 31, 2026 or December 31, 2025, as presented in the consolidated balance sheets. Based on its assessment, management concluded that any potential losses on these balances are immaterial and therefore, no allowances for expected credit losses were recorded for the three months ended March 31, 2026 or the three months ended March 31, 2025. Accounts receivable were $950,114 and $617,929 at March 31, 2026 and December 31, 2025, respectively. No credit loss expense was accrued in either the three months ended March 31, 2026 or the three months ended March 31, 2025 and there is no allowance for expected credit losses as of March 31, 2026 or December 31, 2025.

Property & Equipment

Property and equipment is carried at cost. Expenditures for maintenance and repairs are charged to cost of services. Additions and betterments are capitalized. The cost and related accumulated depreciation of equipment sold or otherwise disposed are removed from the accounts and any gain or loss is reflected in the current year’s earnings.

SCHEDULE OF PROPERTY AND EQUIPMENT

Property and equipment are depreciated using the straight-line method over an estimated six-year useful life for both financial reporting and federal income tax purposes.

The Company assesses the recoverability of its property and equipment by determining whether their carrying amounts are recoverable through projected future cash flows over the assets’ remaining useful lives. No assets were identified for impairment. These assets are reported within the Range Services operating business segment.

Land

Land is carried at cost. The Company assesses the recoverability of its land by determining whether the cost of the land can be recovered through projected future cash flows generated by the land. No land was identified for impairment.

SCHEDULE OF LAND 

Income Taxes

The Company accounts for income taxes using the asset and liability method. Under this approach, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized as income (loss) in the period that includes the enactment date.

The provisions of ASC Topic 740, Accounting for Income Taxes, require an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. For the year ended December 31, 2025 based on all available objective evidence, including the existence of cumulative losses, the Company determined that it was more likely than not that the net deferred tax assets were not fully realizable. Accordingly, the Company established a full valuation allowance against its net deferred tax assets. The Company intends to maintain a full valuation allowance on net deferred tax assets until sufficient positive evidence exists to support reversal of the valuation allowance.

Leases

The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, while lease liabilities represent the Company’s obligation to make lease payments. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments. As of March 31, 2026, the Company had no lease commitments with terms exceeding one year.

Stock-Based Compensation

The Company periodically grants stock options and restricted stock awards to employees and non-employees in non-capital raising transactions. These awards are accounted for in accordance with ASC 718, “Compensation-Stock Compensation”. The fair value of each award is measured on the date of grant. For employee awards, compensation expense is recognized on the straight-line basis over the vesting period. For non-employee awards, expense is recognized in the same period and manner as if the Company had paid cash for the services. The Company recognizes the fair value of stock-based compensation within its Consolidated Statements of Operations with classification depending on the nature of the services rendered.

The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods.

Basic and Diluted Income (Loss) Per Share

Basic income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of outstanding common shares during the period. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. Diluted income (loss) per share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. Diluted income (loss) per share excludes all potential common shares if their effect is anti-dilutive. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive:

SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE

Fair Value of Financial Instruments

FASB ASC 825, “Financial Instruments” requires that the Company disclose estimated fair values of financial instruments. Financial instruments held by the Company include, among others, accounts receivable, accounts payable and long-term debt. The carrying amounts reported in the balance sheets for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value.

As defined in FASB ASC 280 “Fair Value Measurements”, fair value is the price that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. In determining fair value, the Company utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable firm inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the examination of inputs used in the valuation techniques, the Company is required to provide the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Segments

As of March 31, 2026, the Company has two operating business segments: (i) Range Land and (ii) Range Services. Range Land is focused on acquiring former mine lands with the goal of reclaiming and repurposing the sites into long-term revenue generating projects. Range Services provides environmental and operational support services to help reclaim and repurpose the acquired former mine lands.

In accordance with the “Segment Reporting” Topic of the ASC 280, the Company’s chief operating decision-maker has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics, nature of products and services, and procurement, manufacturing, and distribution processes.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. This ASU enhances income tax disclosures by providing information to better assess how an entity’s operations, related tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. This ASU requires additional disclosures to the annual effective tax rate reconciliation including specific categories and further disaggregated reconciling items that meet the quantitative threshold. Additionally, this ASU requires disclosures relating to income tax expense and payments made to federal, state, local and foreign jurisdictions. This ASU is effective for fiscal years and interim periods beginning after December 15, 2024. The Company will make the requisite updates in the notes to the annual financial statements for the period ending December 31, 2025.

In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This update requires public entities to disaggregate income statement expense line items and to disclose in tabular format within the notes to the financial statements certain categories of costs (e.g., purchases of inventory, employee compensation, depreciation, intangible asset amortization, depletion) to the extent line items contain such costs. In addition, entities will be required to define and disclose selling expenses. The additional disclosures may be provided prospectively or retrospectively. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company has adopted this ASU effective January 1, 2025, with no material impact.