American Resources Corporation

Greetings and welcome to the American Resources Corporation third quarter 2024 conference call. At this time, all participants are in a listen-only mode. A question and answer session will follow the formal presentation. If anyone should require operator assistance, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. At this time, I would like to turn the call over to Mark Laverghetta, Executive Vice President. Please go ahead, Mark.

Thank you. Good afternoon, everyone. On behalf of American Resources Corporation, I'd like to welcome everyone to our third quarter of 2024 conference call and business update. We always welcome these opportunities to provide an update on our business and discuss our accomplishments we've made over the past several months and how we're uniquely positioned within the markets that we serve for our American infrastructure, American metals and re-element technologies divisions. On the call today along with myself is Mark Jensen. our chairman and CEO, and Tom Salve, our president. Before we kick it off, I'd like to remind everyone of our normal cautionary statement. Certain statements discussed on today's call constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act. These forward-looking statements are subjects to risks, uncertainties, and other factors which could cause actual results to differ materially from the results discussed in the forward-looking statements. When considering forward-looking statements, you should keep in mind the risk factors, uncertainties, and other cautionary statements which are laid out in our press releases and SEC filings. We also do not undertake any obligation to update or revise any forward-looking statement whether as a result of new information, future events, or otherwise. Lastly, for anyone wanting to ask a question on today's call, I believe you'll need to dial in by phone to get into the queue. With that, going to slightly modify the cadence of today's call. Mark Jensen will deliver a prepared letter to our shareholders that will also be released shortly this afternoon. Then we'll get into questions and answers. So with that, I'd like to now turn the call over to Mark Jensen, our chairman and CEO.

Thanks, Mark. And I want to thank you all for joining. The plan for the call, as Mark mentioned, is going to be slightly different approach to and With the focus of providing an update on the current progress of the transformation of our business, as well as the history of where we started. When it comes to the energy transition, we are confident we are ahead of the curve. We recently wrote a shareholder letter titled building the only rare and critical mineral refining platform from the depths of the metallurgical carbon business, which we define as a true energy transition. First, I want to extend my heartfelt thanks to all the shareholders and our team members. Recently, I reconnected with a mentor, friend, and someone I consider family, a person of great wisdom who has overcome immense challenges and always emerged stronger. He shared many insights, but one stood out, the importance of expressing empathy and acknowledging the struggles of our shareholders in challenging markets. This resonates deeply with me and our team. We understand the frustrations and the pain that come with declining stock prices. We recognize that people in our company We recognize that people invest in our company for its potential, and it is our responsibility to deliver. Our focus as a team has been to stay committed, work harder, push ourselves and dig deeper to drive business success, which we believe will ultimately be reflected in market value. While some of these efforts may be visible externally, and which some of these efforts may not be visible externally and cannot be shared on a daily basis, I want to assure you that we are fully committed and confident in our trajectory we feel the same urgency for our execution and we're dedicated to achieving the fundamental value for our share that our shareholders deserve our team is ready to go the distance to make this reality and we have the steps in motion to unlock this value historically our shareholder base has been predominantly consisted of management and over 25 000 retail shareholders since management was a primary funding source for the business when we started and initially funded the company, we have not traditionally had a large institutional shareholder base. Fortunately, as the business has expanded, we have started to attract the attention from larger investors, and we believe that the support from these institutional investors is continuing to grow and will continue to grow as we execute as a business. As both shareholders and management, we share the frustration over the current market value. We are fully committed to fighting for our shareholders, to bring fundamental value into ensuring that our stock reflects the value for everyone, from those with 10 million shares to those with 10. While we acknowledge that we haven't always met our goals due to factors both within and beyond our control, we believe strongly in our exceptional portfolio of assets, which are strategically positioned to create substantial value. We are proud of the steps and the progress we've made to reach this point and are committed to working tirelessly toward the success so that all shareholders benefit equally. The operating teams have demonstrated remarkable innovation and adaptability. I'm proud to report significant progress across Realment Technologies, American Metals, American Infrastructure, as well as our holdings in Royalty Management Holding Corporation and Novasteria Inc. These achievements showcase our dedication, not only to our business goals, but also to the core values of the community and our responsibilities. Realment Technologies Corporation is an amazing opportunity and amazing business. As we look to the highest value denominator of our business, I'd like to provide some background on Realment Technologies. Realment was born out of the efforts to address environmental cleanup from legacy mining operations associated with our carbon assets. When we acquired eight companies, five of them through bankruptcies, we inherited significant environmental liabilities from previous operators. Unlike many companies that defer these issues, We took a proactive approach to address and clean up the environmental impact, challenging industry norms, frustrating landowners that wanted to leave these legacy liabilities outstanding, and facing resistance for doing the things differently. Through this process, we remediated over 7,000 acres of land and secured more than 20 million in environmental bond releases. Most importantly, we laid the foundation for Realment Technologies, prioritizing innovation and technology over dumping chemicals into waterways and transforming our approach to environmental stewardship. Realment was initially founded to focus on the separation and purification of the metals extracted from acid mine drainage sites and mine waste. At the time, China dominated 95% of the refining market for rare earth elements and critical minerals, creating a challenging single source economy. We faced a choice. Either send our concentrates to China at a loss, or innovate to create a viable domestic solution. Our team spent years evaluating technologies for potential application in the U.S. market and quickly realized that traditional solvent-based or hydrometallurgical extraction methods were neither economically nor environmentally sustainable for domestic use. These methods are capital intensive, have high operating costs, and are environmentally harmful, and lack versatility of varying feedstocks, whether recycled or naturally sourced. Furthermore, We recognize that competing against China's low labor costs and relaxed environmental standards using similar processes would not be viable for the rest of the world. Re-element prioritized innovation and partnered with Purdue University, who is well ahead of the development of the electrified economy. Today, we have developed a versatile, multi-mineral, multi-feedstock platform technology capable of separating and purifying high-value critical minerals, including lithium, cobalt, nickel, dysprosium, terbium, neodymium, prussodymium, as well as work on niobium, high purity alumina, or HPA, silica, and copper. Not only can we separate and purify these elements, but we can do so at a cost that is competitive or even lower than China's. Realiment is disrupting the monopoly by delivering higher quality products at a lower cost, establishing a natural hedge in the market. We achieved this using our own capital with a focus on creating a platform that can catalyze and synthesize a robust critical mineral supply chain outside of China. Although we have been approached with funding offers from Chinese nationals, we have consistently declined, choosing instead to protect long-term value for our shareholders. Today, we are producing rare earth elements and battery materials for our customers out of our customer qualification plant in Noblesville, Indiana. We are also in the process of ordering equipment for our Marion Advanced Technology Center in Marion, Indiana, which spans 400,000 square feet on 42 acres. We are confident that this facility will become the largest producer of separated and purified rare earth oxides, including dysprosium, terbium, neodymium, and presidium outside of China. Additionally, it is poised to be a major, if not the largest producer of lithium carbonate equivalent in the United States. We have also We have also begun dismantling our Knott County coal processing plant, which we acquired from Arch Coal. This facility was previously owned and operated by Wilbur Ross's International Coal Group. Our plan is to repurpose this site for a lithium refinery, sourcing ores both domestically and internationally. We take pride in the Genuine Energy Transition Project, which leverages American ingenuity and builds on the region's rich history in commodity processing in Eastern Kentucky. We continue to make daily progress on our goals, all while being mindful of minimizing shareholder dilution by grinding forward every day. And when the right opportunity arises, we act decisively to capture them. In this regards, we utilize alternative and flexible capital strategies such as bond offerings and incentives to drive our growth. We are proud of the work we're accomplishing behind the scenes and look forward to sharing more positive developments as our domestic supply chain evolves and our partners permit us to announce them. As a team of individuals with direct military service or family members who have served, I can confidently say that we are 100% committed to fulfilling our mission to establish a critical rare element supply chain. Our goal is to catalyze the reshoring of our defense industrial base to strengthen national security for the United States and our allied nations. We are the solution that can provide ultra pure rare earth elements for F-35 fighter jets, nuclear submarines, drones, and lithium for battery for military communication units. This challenge cannot and will not be solved by traditional hydrometer solvent-based refining methods, a fact that is being proven today and will be evident over the next five years. Our path forward is driven by innovation and entrepreneurship, not legacy practices. We firmly believe that Rielemann's refining solution is leading the market. Any alternative spending will ultimately prove to be wasted, cap on. We are also excited that we have recently completed our initial closing of our financing at the re-element level and announced our record date and distribution date for re-element separation as a standalone company. We are confident this will help us drive shareholder value and help re-element to grow at a faster clip. I'd like to touch briefly on American Infrastructure Corporation, formerly known as American Carbon Corporation. This business line is the focus of our metallurgical carbon and iron ore production. Through its growth, the company has consolidated valuable assets and has been restructured to solely focus on high value, high margin products. As we expanded, we built an independent team capable of driving the value and our shareholders as a separate entity. Our focus for this division is for our contractors to start production eminently with the focus of turning this effectively into a royalty-based company, capturing top line revenue royalty streams from the high quality assets that we have with a focus on our McCoy Elkhorn complex and Wyoming County complex. We are making significant developments and growth towards that plan and are confident in the plan that our CEO, Carlos Thompson, has developed for our metallurgical carbon division. American Metals has advanced as a business and now developing innovative strategies to pre-process rare earth elements and critical minerals, as well as continue with the steel recycling component of its business. The legacy business leveraged reclamation from previously acquired coal mine operations, primarily scrapping and recovering ferrous metals through the affiliation with Rielement, has garnered knowledge and know-how of optimal and efficient processing methods to produce products that can be efficiently refined back to ultra-pure critical minerals. Recently, we have partnered with Loham Cleantech, India's leading battery recycling and reuse company, to pre-process batteries, creating materials that can serve as feedstock for realme technologies in a cost-effective, environmentally conscious way. We are pushing to progress on our merger with AI Transportation Acquisition Corp. The company has received comments from the SEC on its S4 registration, which we believe can be addressed with minimal effort, and we are pushing the team to be responsive to such questions to get this project, to get American Metal spun out and as a standalone public company. One of our holdings, Royalty Management Holding Corporation, we believe has substantial opportunity and substantial value based on the growth and development of its platform. Royalty Management is an innovative royalty company and streaming company with a highly attractive portfolio of holdings. At the time of the D-SPAC merger, as with most SPACs, the majority of the capital was not retained by the company. SPACs have largely become a mechanism for hedge funds to temporarily park money and retain warrants, with little intent from investors to remain in the transaction. Due to these redemptions, the company now has a significantly smaller float and less capital to deploy than initially anticipated. Nonetheless, the company has an exciting business model focusing on creating value, increasing cash flow, and growing equity stakes in its holdings. Since the merger, it has made several notable investments and has repurchased its stock, retiring those shares. We believe the company is currently undervalued, but as it expands its communication, we expect that value to be reflected in the markets. American Resources is a major holder of Royalty Management Corporation, including warrants and stock of over 3 million shares. Another holding we have is Novastera Inc. We are extremely excited about the progress of Novastera. The company is collaborating with Kenai Defense in partnership with the United States Air Force and the Army to develop high-value applications for graphene and carbon nanostructures. The company recently The company has recently and had its selling shareholder S-1 approved by the SEC and will soon file a new issuance S-1 aiming to use an underwriter to raise capital and list on a national exchange. Novastera plans to submit this S-1 in the near future and we are enthusiastic about the continued progress. In closing, we remain committed to keeping you informed and engaged as we navigate this journey together. Your feedback is invaluable and I encourage you to share your thoughts and questions. Our relationship with you is fundamental to our success, and we are dedicated to ensuring your voice is heard and valued. Thank you for your continued trust and partnership. Together, I am confident we can capitalize on these opportunities and build a brighter future for American resources, Rielma Technologies, American Metals, American Infrastructure, Royalty Management Holding Corporation, and Novus Area Inc. With that, I'd like to turn the call back over to the moderator for some Q&A.

Thank you. We'll now be conducting a question and answer session. If you would like to ask your question, please press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star 2 if you'd like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment, please, while we poll for questions. Our first question is from Kyle Gallagher with Merrill Lynch. Please proceed with your questions.

Yeah, hey, Mark. Just wanted to kind of circle back. In a previous conference call on the re-element side, I'd asked you about some rare earth sales, and you said you had one customer that was willing to take everything that you could produce, but you didn't want to go down that path. I'm just kind of curious if you could give a color as to why and you know give some thoughts or some some commentary on uh what you see like the ramp in in uh revenue for re-element looking like you know i know i know you got the uh facility uh in noblesville uh where you're next to the kids gymnasium um that's that's producing some stuff can you kind of give some color on how that's going and how that process is ramping and from a sales perspective there? Because I mean, to my mind from the stock, that's kind of the real sizzle in the story.

Yeah. One, we have been building a diversified customer base at Realme, both for our lithium products and battery materials, as well as our rare earth oxides. I think there's some exciting news coming out over the next few weeks about partners and some pretty substantial companies that we're working with within the space on magnet manufacturing as well as some battery materials customers. Noblesville was built to get our products qualified with customers. And so we produce today lithium carbonate on a daily basis, and we produce rare earth oxides on a daily basis. And then we ship those products to customers to be qualified. The battery market, getting qualified for lithium carbonate takes about a year. And so we've been through that process. We're currently producing products for one of our customers out of there right now. In the quarter, I think we booked about $150,000 in revenue from Re-Element. It's relatively small. It's a relatively small facility with pretty low cost. But we have been proven with that. We've been proven we've had visitors in that facility on a weekly basis over the last six months, including next week. We have a number of substantial partners coming through, including members of the U.S. government on the defense side. But the scale of our revenue growth will continue out of the Noblesville facility, But most importantly, it comes out of our Marion facility. Marion was a complete rehab building that we acquired about over a year ago. And we finished that renovations. We're installing all the electrical in there now. 113,000 square feet has received temporary occupancy. And we are starting to move equipment up to Marion with the goal of scaling up our Marion prep preprocessing to feed the Noblesville facility until we get processing up in Marion. But we are making substantial progress on that. There's a couple of customers coming in. that we're negotiating with right now that could enable us to scale substantially faster, just given their timelines of meeting product. But if you look at the market, we're focused on making sure we spend our money in the appropriate way versus just getting ahead of our skis. And thankfully, the demand we're seeing from very large customers, because we're one of the few players that can actually produce magnet battery grade materials today, is substantial and will start to showcase that large revenue growth in 2025 as we continue to scale up over the next few months.

Do you feel like you're at capacity as far as what you can produce in Noblesville right now and that really to get any sort of meaningful scale, it's going to have to move to Marion?

We're going to have to move pre-processing to Marion from a chromatographic separation, which is really the heart of what we do from separation purification. We have the ability to expand. I mean, really honestly, even a 7,000 square foot facility, we can produce a lot of product on the separation purification step. It's really the pre-processing that we're moving to Marion to start and that'll enable us to grow. And that can happen pretty quickly. Um, We had to get the electrical and water installed, which we've done. So getting that pre-processing step moved to Marion will enable us to continue to grow production as we get full-scale production up in Marion.

Do you have all of the columns and the production trains in Marion ready to go? So when that pre-processing, or excuse me, I'm getting them confused, but in Noblesville, so when you get the pre-processing done in Marion, I mean, it's ready to kind of rock and roll, so to say.

Yeah, I mean, we have columns for both rare earth oxides and lithium permanent in Noblesville that we can continue to push volumes through. The good thing about our technology is that the separation and purification component is really not the most expensive component of our process. And scaling that is building that out is pretty easy. the relative nature of we're in solvent extraction that's the hardest part and the most expensive part for us it's actually one of the lowest cost components of our process but yeah if we as we continue to build out pre-processing and Marion we can put a lot more volume through our columns in noble still as we build out columns for noble still as well but we I mean if you look at it we haven't spent a I mean, we're very conscious of how we spend money because we're not going to delete shareholders. We've said it for over a year now, or probably two or three years now. And so we are working with two large investment banks, Hilltop Securities, who we worked with in the past and we publicly shared, and then a bulge bracket bank that we are doing a bond offering for our Marion facility, and that's launching very quickly. They're doing a phenomenal job with the goal of closing that expeditiously and And our team has already been scoping equipment that we can order very, very quickly. None of the items in our process are long lead, where if you look at solvent or trying to buy stuff from Chinese manufacturers, that takes forever. Our products are made here in America, and our equipment's made here in America, so we can scale very, very quickly as we close this bond offering, let alone the convertible debt round that we've just closed part of it.

So if I'm understanding you correctly, forgive me, I may need another cup of coffee here, but I just want to make sure I understand you correctly. What you're saying effectively is that right now one of the main bottlenecks is preprocessing. So the existing columns and production trains that you have in Noblesville could handle more throughput. It's just you don't have the preprocessing capacity right now to max out the throughput that you currently have online. Is that, am I kind of reading that correctly? Yep. Okay. Yep.

And we can expand. I mean, adding additional columns, we can continue to add to as well, but that's, that's a weekly thing, not a year thing.

Got it. My last, my last question is just, um, can you help us understand? And I think, you know, as a, as a shareholder base, um, and, and especially, you know, if you get on into, into, delve into any of the online forums, right? That can be an interesting space to go to. But can you maybe do some myth busting here on like, what would be some of your partner's main objections to having their name disclosed for being in like a pilot program or some sort of joint venture with you? Maybe if you just shine a little light on that, I think that would help quite a bit.

Yeah, I mean, I would say, so the auto OEM we work with is, I mean, you can imagine it's quite volatile in the auto space through the union negotiations as well as adjustments in volume production of the auto industry in general. I mean, they have not let anybody use their name in the last couple years that I know of. And so it's more of just them wanting to focus on their business and not be out there having third parties mention their name as they're trying to also navigate the volatility in the marketplace. We have some nice partners that we should be rolling out here in the next couple weeks that we've signed partnerships with that we will be able to disclose here shortly. If you look at this industry, it's quite volatile right now. A lot of people, I'm not saying our partners, but a lot of people in the industry got way ahead of their skis and tried to build something that wasn't proven yet where we are doing quite the opposite. We're actually proving and scaling our technology on a daily basis. um i mean and a lot of people are always trying to attract government money we're not overly inclined to do that we think it would slow us down um and and so they're wanting to pretend they can do the whole thing in their own way when they can't i mean there's i think you'll see that come out you're starting to see it already in the public domain but then on the private domain you're going to see that as well so it's we work with a lot of groups behind the scenes right now and powered by re-element we'll continue to work with a lot of groups to help other players in the industry, but also enable us to generate revenues where they CapEx our equipment. So it's just a, it's, there's a lot of movement within the space right now and a lot of volatility in the space right now, which, and from the OEMs perspective, they just, they don't want to be out there in front of it. Understood.

Hey, as always appreciate your, your candor and I'll jump back and cue. Thanks, Mark.

Thank you. Thank you. Our next question is from Michael Alicastro with Paradigm Investors. Please proceed with your question.

Hi, Mark. Thanks for taking the question. A couple of them, actually. If you mentioned this already, I apologize, but do you have a target date for spinning off American RE and will it be public from the beginning?

For spinning off re-element or spinning off American infrastructure?

Well, American Re, I thought, was what you'd be spinning off, but American Infrastructure is also changing the name.

So American Resources is the holding company. We're spinning off ReElement Technologies. ReElement. Yeah. Yes. Yeah, so ReElement is the record date is, I believe it's December 30th or December 31st, and then the record date is February 15th. That was in the press release this morning, and so that has been determined. I mean, obviously the goal is to be in a liquid security.

So you plan on being public from day one?

We intend to. We're working through the audits and all that good stuff as we speak. We switched auditors so we had to re-audit all of our subs.

Understood. So then going forward, American Re will be the holding company, revenue will be generated by the other companies that it's, that it's, um, under its umbrella as far as coal goes, it's still in the coal business.

So it still owns roughly 80, roughly 80% of American infrastructure, which is our coal business. Um, the goal is to spin that off as a separate platform. American resources owns a, a division of each of these entities post distribution. But the goal is for American infrastructure to continue to expand within the commodity marketplace and within the critical mineral space from more on the mining side and investment side into feedstock partners that could feed into re-element. And we have a team member that will drop down as CEO of American Resources when I go to be CEO of re-element technologies. And I'll stay as chairman of American Resources.

And last question then, for 2025, would you see re-element starting to accelerate, maybe even have a hockey stick look to it when it comes to revenue?

We do. I mean, that's the beauty of, I mean, if you look at our technology at re-element, if we were going to build a greenfield facility, over half of our CapEx would be in the building. Thankfully we have a fully renovated building with all the infrastructure in place now. So now it's just about ordering equipment, which our team's working on on a daily basis. The, The ability to drive value. One, I think we're the only player in the space that can produce heavy rare earth oxides today in the United States, let alone be able to do that in concert with producing battery materials in the same facility. There's nobody else that can do that. I don't think there's anybody in China that does that. So we're super excited about getting this equipment into Marion now that it's renovated and ready to go. And the Marion team's actually been training in our Noblesville facility. So we do believe this could be a substantial growth. Obviously, it's about getting the equipment, getting the equipment installed. um and ramping up production as aggressively as we possibly can and we yeah we're confident that in 2025 we're going to see i mean it'll be probably the middle of the later 2025 as we get mary and fully producing let alone the initial pre-processing that we're doing there um as early as this year that we can continue to expand production but getting mary and fully producing will generate substantial revenue

Thank you. Our next question is from Steve Segal with KBB Asset Management. Please proceed with your question.

Hey, Mark, how are you? So I was just wondering, you probably kind of answered this already, but is there anything that would be stopping getting Marion going more as far as the financing or the feedstock? Is there any And also, if everything goes according to plan, do you think you'll be generating substantial revenue or good revenue sometime in the third quarter next year?

Yeah, absolutely. We feel extremely good about it. I mean, one, the feedstock has been building dramatically. Our sales teams are doing a great job of sourcing feedstock partners. um and so now it's just about getting the equipment and getting it installed especially now that we've got some initial closings on the convertible debt round as well as the bond offering that we're doing that really lights a fire under the production i mean it's you need equipment to be able to produce product and um our equipment's about a third of the cost of a traditional hydrometer solid extraction facility but it still costs money and so we want to use non-diluted financing to do that which is what we're doing And now it's about getting all that equipment installed and continually ramping up production between the two facilities and then moving all that production to Marion, which will show substantial growth. And third quarter of next year, I feel highly confident in that.

Great. And also just curious how you feel about – I know you see a lot of power deals for the hyperscalers to – use clean energy, Amazon, you know, using nuclear, all this stuff. Do you think eventually you can play that card to get more business into re-element because your process does not involve hurting the environment as much as like the chemicals does? Yeah, I mean, the hydro is not good for the economy, right? You still have, you know, some companies trying to raise money and become hydromet recyclers in the U.S.?

Yeah, I mean, hydromet uses a lot of chemical. It's not very cost-effective. It's not versatile. And the recovery rates of their materials are quite low. We're recovering greater than 95% of the material that goes into our facilities. The nice thing about our technology is it's chemical light, which makes it environmentally sensitive. So, one, which also makes it cost effective. The people care about those things, but I mean, but really people care about costs. And when it comes down to it, we got to produce an affordable product that people can actually buy. And there is no, but no hydra met for no hydra met facility in the United States. And honestly, I would say throughout the world can compete against our cost structure. Now we've got to get our facilities built as the focus and, and that will drive production. Now the demand side of what we're seeing is one, it's either, either it gets processed in realments facilities or it gets processed in China or Korea. And as you start to see this domestic supply chain, and we think the new administration coming in is going to be laser focused on national security supply chain. That's a, that's a great thing for us. And it's a great thing for our country. Um, so we're extremely excited about the, the evolution of this marketplace and what we can bring to the table in terms of producing rare as well as critical minerals for the military, but also for our commercial customers that need a product that they can afford.

Hey, Steve, it's Mark LaBergetta. Just to add to that, too, on, you know, and Mark mentioned it in some of the prepared comments on the letter when we talk about, you know, the challenges around traditional solvent or hydro-based refining. That'll continue to manifest, and those challenges will manifest over the next five years. And really where, you know, what you and the rest of our shareholder base, it's important to continue to reiterate and understand is the powered by re-element solution that we have is Other participants, meaning other processors, other refiners, other recyclers, other miners in the market that can extract, can aggregate material, but don't have that final stage separation purification refining, we can efficiently be deployed into their flow sheets to basically achieve their objectives, achieve their goals to produce high-quality, high-purity products. for the downstream manufacturing here as it continues to develop in North America.

Great. Great. Thank you. Thank you for all the work you guys do. Appreciate it. Perfect. Thank you, Steve.

Thank you. Our next question is from Michael Samuels with Bethel Fisher. Please proceed with your question.

Hey, Mark. How are you guys doing? Great presentation. Just two quick questions. When do you foresee the Novastar and the American carbon going public? First part of next year? I know originally we were looking at the end of this year, but I was just curious on that.

Yeah, we were. I mean, one, I mean, so Novastar has got the first S1 approved. Met with the team yesterday on that. They're eminently within the next few weeks is what I've been told is getting ready to try to get the – The next S-1 approved. The focus was initially to get it listed. Now the focus is to get it listed onto a national exchange. One, they've had great success with their military-based partners and think there's a lot of growth potential in that business line. And I would agree. So they've been working on the selling shareholder S-1 with a underwriter to list it onto a national exchange. And that's taken a little bit of extra time due to that process versus just doing a self-directed listing. But, yeah, we do think – I think the S-1 should be – I mean, one, the SEC just approved their selling shareholder S-1, which enables it to qualify for the NASDAQ or the New York. And now working on the new issuance one will enable it to – with the underwriter will enable it to set the valuation for the senior exchange listing. And that just took a little bit of extra time. But we're confident in what they're doing and where they're going and their process. As, as, as I wish, I wish everything would go faster. Um, but the American carbon, um, American carbon. Yeah. So American carbon, we distributed part of it. We're actually working, uh, we're actually talking to a few underwriters. We've been approached by a couple of different specs. I think we're leaning away from the SPAC route. Um, just honestly, it's kind of a broken market right now. Um, and so working with an underwriter, we actually had a couple of investors that, that proposed. offerings to us and so we're evaluating those as we speak we also had to re audit all of our subs so we are we are pursuing litigation against our previous auditor because it's cost us money to re audit all the subsidiaries as well as obviously our holding company which we've done but it's it's slowed us down substantially we had an approved form 10 We're one comment away from an approved Form 10 for enlisting American carbon, which is now American infrastructure, before our auditor got disbarred because they took on like 300 clients without telling us, which is frustrating. And so we are – one, we're pursuing damages for that, but then two, it slowed the process down because we had to reaudit all of these subs that we were spinning out again, which is frustrating. And thanks to the hard work of our financial team, we're getting that done. But, yeah, the goal is in the early part of next year to get that done. And we're still being approached by people. Obviously, the Trump administration doesn't hurt the fact that we are a metallurgical carbon producer in the United States. And now we've had interest from investors and potential acquirers. Again, we'll see where those go.

Right. And then the second question is I didn't hear anything today about Africa. Are we still pursuing Africa? Yeah.

Yeah, absolutely. We had a sovereign wealth fund from one of the African nations was in our facilities last week, was presenting at Purdue University last week. Ben Kincaid leading up the charge. We also have an individual in Africa that is looking to join the team that will be in our facilities next week. We bring a very, very valuable technology to Africa. We're the only players that can deploy technology locally. China won't do it. That gives the United States an ability to compete head-to-head is that we're bringing something to the table that versus just throwing money at problems, which is what China does, we are able to bring in technology to enable local refining and creating jobs in a middle class within Africa. So we are absolutely 100% focused on that. We have some investors that are looking at the Realment Africa division in our facilities here in the next couple weeks as well. Okay, great.

Thanks a lot. Absolutely.

Thank you. Thank you. Our next question is from Mark Stone, private investor. Please proceed with your question.

What portion of the re-element distribution is going to be retained by American Resources, if any, after the special dividend?

Yeah, it's approximately – the target amount is 19%. So it'll be – every investor will get their proportional share of what they – percentage ownership and what they own in American Resources in re-elements. But American Resources is targeted to retain 19% of re-element.

All right, that answers that. Regarding the American Infrastructure and Novastera major exchange listings, do you expect to meet the minimum share price requirements for such a listing?

Yeah, you'd have to to get listed. So we do.

And what would that share price be? Because it looks a little bit dicey. Relative to the number of shares that are distributed and the value of American resources, it seems kind of difficult to see how that's going to work.

Which company are you referring to?

Well, both Novus Terra and perhaps also American Infrastructure. Given the number of shares of Novus Terra that were distributed,

Yeah, I mean, there's roughly 16 million shares approximately, I'm estimating. I don't have it in front of me. If Novastar are outstanding, it would have to be a minimum. To list on any senior exchange, it would have to be a minimum of $4 a share. American infrastructure... Similarly, we may do a reverse stock split of American infrastructure, not American resources, but American infrastructure with the goal of having it have a higher stock price, which will open up to more institutional investors as well. And we're targeting that with the investor base as we speak. But we also do believe that American resources does not reflect fundamental value of our subsidiaries. It just doesn't. I mean, we just closed on initial tranche of capital. with real element at $150 million valuation, which is almost two X current market price of American resources. Um, we think, we think our stock's being held down by algorithms and hedge funds. We've reported one of them to the sec. Uh, we believe they're looking into it as we speak. Um, we think there's a lot of gamesmanship taking place with these algorithms as we speak across the entire market environment. Um, now we'll, we'll leave that to the hands of the regulators to do, to do what they're doing. And I think they'll do a great job at that. But we don't believe American resources is being fundamentally valued, and that's why we're unlocking it by distributing to the underlying subsidiaries.

So just to make sure I got this right, are you looking at a potential reverse split prior or sort of outlisting on the American infrastructure but not needing reverse split on the Novus Terra?

That's correct.

All right. Thank you.

That's what we're looking at. Yep, that's correct. We want them to have a higher stock price, which will open it up to more institutional investors. Right now, algorithmic algorithms are gaming stocks below $3 because institutions don't invest in companies below $3. Now we think we are confident in our transition and growth of American resources that we'll get to a fundamental value. And ultimately, anybody that's short the stock will eventually have to cover.

Thank you.

Thank you. Our next question is from Steve Martin, private investor. Please proceed with your question.

Good afternoon. I'm wondering if you intend or does American Resources intend to keep 19% of every one of your spinoffs?

It won't be exactly 19% of every one of the spinoffs, but it does. It still holds Novacera shares. It'll hold roughly 19% of re-element. We haven't determined the appropriate amount yet of American infrastructure. We will be distributing it.

So there will be an announcement?

We haven't determined how much.

So there will be an announcement whenever you spin off any one of them, how many shares you will retain? That's correct. How do you – and then each one of your spinoffs, they will be part of your royalty stream, each one of them?

Yes. No, not necessarily American infrastructure. American resources has always had a, a royalty owed back to it. It owns the assets of, of the mining divisions, the whole of the underlying subsidiaries of American infrastructure. Um, and so that's, that's different in terms of how it collects royalties down the road as mining commences. Um, but that's been in place since day one. It doesn't American re element technologies will not owe royalties back to American resources. nor does novastara or any of the other divisions so how will american resources make any money then yeah it'll make money from the royalty streams from american infrastructure as well as it'll own equity interest in these different divisions plus it's also our board has been working with uh the the individual that we've dropping down as a ceo we have he has a strategic business plan in place on the commodity markets on on the future growth of the business, focusing on critical minerals and rare earth elements, but more on the mining side of it and partnering on the commodity trading component of the business.

So do you see American Resources looking for any other companies, any other opportunities, or it's just going to be what you spend off?

Nope, always looking for other opportunities. Always looking for attractive ways to create value for our shareholders.

So at this point, I wonder, once you get them all spun off, The re-element would seem to be the spinoff that's going to see most of the stock appreciation. Would that not be what you think?

I think re-element is a unicorn. I mean, I think the potential of it is I've never been involved in a business that I've seen has greater potential than what re-element has. We do something that nobody else in the world can do. And, or at a cost point that we can do it at, um, from refining both critical minerals and rare the oxides, especially doing, being able to process heavy rares, as well as looking at the HPA market, copper market, um, the network that we're building and the partnerships that we're building at re element will unlock substantial value. And, and yeah, I do, I do believe that re element is probably the most valuable component of our business, but I, but I, that doesn't degrade the value of the other divisions either. I think they have tremendous value and opportunity. as they get positioned and as they continue to execute upon their business plans.

So is there any estimate of a time when American Resources itself is going to be cash flow positive or even make some money?

Yeah, I mean, we think when the mining businesses start up, the royalties that are owed to it and that have always been in place there, we think we'll make it a cash flow positive operation. One, the cost of the overhead of American resources. Once re-element is spun off, as well as American infrastructure spun off, it basically has no overhead. So it'll use the cash flow that it gets to buy back stock and to make new investments.

And all of that depends on getting the mining business up and running?

As well as the business model that the new CEO is putting in place. and the direction that he's taking it he's got some really nice relationships on the commodity side and then one last question when do you think the mining business is going to get going uh we think pretty soon they're negotiating with customers as we speak um and working through a few few last issues but they uh um they are progressing on that and we think we think it's eminently um i talked to our ceo of the division and our contractor at McCoy is ready to get going as we speak, and they're trying to button up the last few items.

So do you think the mining business going forward is going to be a profitable business?

I do.

Because it seems like it's, at this point in time, is it profitable to be in it?

Based on the current commodity? I mean, so the structures we have in place, especially at McCoy, is, we get paid top line revenue. So our costs, he takes over most of our labor costs as he starts commencing mining. And then we get paid top line revenue royalty streams from him. So, um, we have a, we have a very, very low cost cost structure. And, and I will say that I think the, the met market for metallurgical carbon is pretty decent right now, especially on the Wyoming County side, which is a mid ball product. Um, the, And I think you'll see strength in that. I think you're going to start to see quite a bit of investment in domestic infrastructure as well as in the international market with China stimulating in a heavy way that I think you're going to see some strength going into the mining market and to the met coal prices. I think we're in a good spot.

Well, thank you very much. I hope everything works as you plan it.

Well, thank you. We're working hard to make it happen.

Thank you. Our next question is from Mark. Excuse me. There are no further questions at this time. I'd like to hand the floor back over to Mark Jensen for any closing comments.

I want to thank everyone for joining today. Management is laser focused as we have been on making sure that we get this value unlocked, that we protect shareholder value, that we drive the business forward. I want to thank our team. for the hard work and the dedication they're putting forth in terms of all of our divisions of making sure that we're positioned to capitalize on the markets as they continue to develop and continue to find their way. We are well suited to be able to accomplish that. We have a strong team in place. We have a lot of opportunity in front of us and we're thankful for the opportunity we have to take this business to the next level. And we thank all you for your support and look forward to talking to you in the future.

This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation.