American Resources Corporation (AREC) Earnings Call Transcript & Summary

Good day, everyone, and welcome to today's American Resources Corporation Third Quarter 2023 Conference Call. [Operator Instructions] Please note this call may be recorded. [Operator Instructions] It is now my pleasure to turn the conference over to Mark LaVerghetta. Please go ahead, sir.

Thank you. Good afternoon, everyone. On behalf of American Resources Corp., I would like to welcome everyone to our third quarter of 2023 conference call and business update. We do always welcome this opportunity to provide an update on our businesses and discuss our accomplishments we've made over the past several months and how we are uniquely positioned within the markets that we serve for American Carbon, American Metals, and ReElement Technologies. Also on the call today is Mark Jensen, American Resources' Chairman and CEO; Kirk Taylor, our Chief Financial Officer; and Tom Sauve, our President. Mark and Kirk and I will provide some prepared remarks, then, we will get into some question-and-answer part. 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 Security Litigation Reform Act. These forward-looking statements are subject 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. Now, lastly, for anyone wanting to ask a question today, I believe you will need to dial in by phone to get into the queue. And we are going to begin today with a few comments from Kirk Taylor, our Chief Financial Officer. Kirk?

Yes. Thank you, Mark, and thank you, everyone, for taking a few moments, good afternoon. Over the past several months, we have continued our execution on modifying our strategic positioning within our addressable markets, which we believe positions our company for attractive long-term value creation. In doing so, and in-conjunction with the direction of our strategic committee, we have embarked on several initiatives to unbundle our unique platform of assets to better unlock value for our shareholders and position each entity as a standalone company. We will go into some detail on several of these initiatives throughout this call. First, I'll start with the update on ReElement Technologies. As we've previously discussed, our intention is to separate our wholly owned ReElement Technology division into a stand-alone public company, given the strategic positioning and ground-breaking innovation as a world-leading refining technology platform using our patented chromatography technology to refine critical minerals as well as rarest elements. We believe ReElement is a very unique entity and provides investors with a tremendous value proposition. This past January, we filed our initial Form 10 registration statement with the SEC to begin that process. We have addressed all the comments and questions from the SEC regarding the spin-off and separation and feel that we are in a good position to continue to update our filings as it relates to quarterly updates and periodic news flow. All of our filings related to this can be found at sec.gov under ReElement Technologies. We also converted ReElement Technology LLC to Indiana Corporation to further advance the separation process. We recently announced a bond offering approval in an amount up to $150 million to finance our dedicated lithium refining facility in Knott County, Kentucky. We're tremendously excited work with the local county and the workforce there to develop a unique platform as a domestic refiner of lithium -- battery-grade lithium. We also recently closed on our previously announced nearly $45 million tax increment financing bond for our Marion refining facility. Again, we tremendously look forward to working with local community, workforce and government to enhance both of these projects. We continue to discuss many strategic relationships both on commercial and financial arrangements with domestic and worldwide partners on ReElement. Every day is exciting and every day we are progressing. Next, I'll touch on our SPAC. So as previously discussed American Resources sponsored AMAO American Acquisition Opportunity, Inc. We are extremely proud of our team with the execution of the recent closing of the merger between our sponsor SPAC, American Acquisition Opportunity and its target Royalty Manager Corporation. American Acquisition Opportunity, Inc. has been renamed Royalty Management Holding Corporation and now trades on NASDAQ under RMCO; and its warrants, RMCO. When we had IPO-ed AMAO as its main sponsor, we sought out to merge with a dynamic cash-flowing company that did not require a complicated or highly dilutive financing as part of the de-SPAC process. We wanted to make sure it was a clean platform to thrive as a public company. After assessing a number of potential targets with several requiring complex structures, we paid a path forward to bring Royalty Management Corporation to the public markets through the de-SPAC merger with AMAO. As a reminder, RMCO is a next-generation royalty company focused on expanding its current cash flow and revenue streams by identifying undervalued assets within sectors, including natural resources, land, sustainable development, controlled environment agriculture and intellectual property, while constructively supporting the communities in which those businesses operate in. Following the closing of this transaction, American Resources remains a shareholder of approximately 3.25 million shares and warrants on a fully diluted basis. The underlying registration of these shares was filed yesterday. And I would direct anyone wanting to learn more information to go to sec.gov, search under RMCO; you'll find all the relevant filings. And again, to reiterate, as of last week, the combined company trades under RMCO on NASDAQ as Royalty Management Corporation, a Royalty Management Holding Corporation. Now, I'll dive into our quarterly summary. Over the third quarter of 2023, we again showcased our operational flexibility, operating cash flow positively and generating approximately $3.5 million in net income, while continuing to position our unique set of assets while executing on our value-creating initiatives. The only new debt that we took on over the past 2 quarters was associated with the issuance of the tax-exempt industrial development bond for the development of our Wyoming County, West Ingenia mining complex as well as mine development financing from one of our key customers. We developed Carnegie 1 and Carnegie 2 expansion. As of today, November 14, 2023, our current shares outstanding -- is just over 78.2 million Class A common shares. Cash on hand as of the end of the third quarter was approximately $44.7 million. Lastly, and it is probably worth reiterating all of our excess cash above FDIC limit are held at a top 2 U.S.-based bank. Our unique platform of assets is in great position to deliver what we believe is attractive returns and value to our shareholders, including our mining assets, our ReElement Technologies division as well as our American Metals division, which we are in a process of strategically positioning within the electrified economy. I'd like to now turn the call over to Mark LaVerghetta for some additional comments. Mark?

Thanks, Kirk. As we frequently state, our ReElement Technologies division represents an incredibly exciting and very strategic opportunity for us. We've never been involved with an entity that, in our opinion, has as much upside, than ReElement. As we continue to strategically position ourselves in the global supply chain for critical minerals, I think it is important to reiterate and emphasize our position within that market. ReElement is an innovative and advanced refining platform for critical minerals. While we believe we are a high-value component within the recycling value chain, we are not solely a recycling platform. As highlighted by our recent announcement of producing battery-grade lithium carbonate from spodumene bearing ores. Our ability to produce high-purity lithium products and rare earth oxides from natural feedstocks showcases our platform's flexibility and differentiates us. However, we do not -- we do believe our position in the recycling market and sustainable supplier of critical minerals is highly important as we move towards a highly mineral dependent electrified economy. That being said, and again, in our opinion, recycling platforms alone are going to have a hard time bridging the gap to an end of life and manufacturing scrap volumes materialize to levels that can support their CapEx and OpEx fundamentals. Additionally, when we started ReElement, our mission was always focused on how to most efficiently and effectively deploy critical mineral refining capacity outside of China. It has always been our belief that attempting to deploy legacy Chinese refining technology in the United States or Europe or much of the industrialized world, for that matter, would pose a real challenge. Those types of facilities are extremely expensive to build and operate due to the harsh chemicals, the waste output and maintenance at large scale. Even though it is still early in energy transition, I believe we are starting to see those challenges manifest as projects utilizing solvent extraction or hydromet are getting delayed or canceled. Of note, we are now referring to our Noblesville, Indiana facility as our commercial qualification plant rather than a pilot facility. To give a more accurate description of what we actually do there, especially given the variety of feedstocks that we frequently receive, test, validate and design for in large scale. Our innovative and advanced refining methods using chromatography displaces the toxic conventional methods, which are used in China. And we believe is an important linchpin in making the United States competitive within the electrified economy. Just to recap some of our commercial qualification milestones, meaning the production of certain ultrapure elements and compounds at commercial scale within our Noblesville plant and validated by third-party labs. These are, we produce greater than 99.5% pure rare earth elements such as neodymium, praseodymium and dysprosium from end-of-life waste magnets, greater than 99.9% pure lithium from end-of-life NMC lithium-ion battery chemistries, 99.9978-pure lithium carbonate produced from LFP battery manufacturing waste and 99.96 pure lithium carbonate from spodumene bearing pegmatite ores. And as we frequently -- we're frequently sending material out to our third-party labs to verify our own results. We recently again verified neodymium oxide at 99.57% purity with praseodymium being the most predominant contaminant, where our NdPr mixed oxide was produced at 99.96% purity. Our magnet manufacturers actually prefer a mixed NdPr oxide. Another meaningful attribute and differentiator of our technology is its ability to modularly scale within a smaller footprint, allowing us to grow more congruently with available feedstocks and as market demand grows. Meaning we do not have to make huge CapEx bets and wait for feedstocks to materialize. We designed for the specific feedstock. We spend less and build accordingly to the market, while our intrinsic operating parameters do not change as we scale up. The world has never really needed innovative innovation in critical mineral refining until now or maybe we just became complacent with China's dominance of the overall market. But that is obviously changing and that there is the value proposition of ReElement. The world needs advancements in refining these raw materials that power our modern-day technology. And we believe we provide the most efficient solution while also being in the lead position to do so. Lastly, and to add to Kirk's comment on the strategic spin-off of ReElement, I have frequently stated that this is not an exercise of speed, but rather an exercise of value creation. There is strategic value in communicating our plan to separate certain assets from the holding company as well as our desire to be transparent with our investor base. While certain things are within our control, others are not. However, I would refer to the closing of the Wyoming County, Coal tax-exempt bond issuance, the closing of the merger between American Acquisition Opportunity and Royalty Management Corporation and the recent procurement of our Marion facility and incentive package, which Mark will elaborate on here soon as recent executional successes. We truly believe ReElement has the opportunity to create substantial value for our shareholders. And the decisions we make and the time associated around the entire process, while sometimes outside of our control, are based on maximizing that value the best that we can. I'd like to now turn the call over to Mark Jensen for some additional comments.

Thanks, Mark, and thanks, everyone, for joining. It's been an exciting quarter for us in terms of the number of avenues. But more importantly, our team has been extremely active this quarter on positioning and the execution at all of our divisions. Our business model within these divisions, were set out to displace and disrupt legacy industries through technology efforts, streamlining of the businesses and we're succeeding on all fronts. We truly sit at a very interesting position with our ability to bring cost competitive refining of critical minerals to the domestic and global market in the most environmentally safe and sustainable methods ever developed. At no point in our history as our business has been better positioned to serve the markets we operate in and capitalize on the broad asset base that we built, the talent that we possess within our team and our ability to produce process and refine raw materials that are in very high demand across the entire platform. We are extremely excited about the opportunities for all of our entities as we continue to execute upon our strategic plan to unbundle these assets, extract value for our shareholders and better position the asset bases within each of their divisions for growth as well as capital allocation and with developing teams under each of the separate operating companies. Let me touch briefly on the monetization of our carbon platform. As we have reiterated, we remained highly focused on monetizing our substantial platform of carbon assets, either through operations, leases or divestitures. As we've previously communicated, we've successfully closed on our $45 million tax-exempt industrial bond offering through the West Virginia Economic Development Authority, which will fund the expansion technological improvements to the existing metallurgical carbon processing facility at our Wyoming County complex. We have commenced our development work there and recently put out our first development production of mid-wall carbon on the ground as we begin facing up the first de-bond. Subsequent to the closing, we have seen an increased interest in our carbon assets from several parties. These include an unsolicited bid for all of the assets associated with American Carbon for the implied enterprise value of approximately $260 million. This offer was not accepted by our Board of Directors due to the duration and structure of the consideration payments. We've also received and entered into a nonbinding LOI from a non-affiliated strategic party to purchase McCoy Elkhorn, Perry County and Wyoming County complexes for a total consideration of approximately $280 million or $3.58 per share. We have signed that LOI and are working with that party on that process. We are seeing a round of consolidation taking place within the global steel industry, including the supply-constrained carbon market. Our platform of carbon assets is unique given the significant mining infrastructure we own, the quality of the carbon we produce and have access to, the restructuring efforts and investments we have made over the past several years to rightsize and streamline the operations. Those streamlining efforts; let me touch based on that quickly, which I think is important. We acquired 8 companies, 5 of 363 bankruptcy sales over a period since 2015. During that process, we've reclaimed almost $28 million of environmental liability and receive bond releases on it. Those bonds cost money each year. And by reducing that liability, we're also making our business more profitable from these legacy operations that we acquired, better positioning the assets, streamlining the assets and streamlining the team to be focused on production at low cost. And that's what we built today and that's what we possess and are ramping up. We believe our platform is very attractive for the current market as steel producers are looking to secure long-term supply chains of quality met carbon, not only domestically but also internationally. And within the supply-constrained environment, there's going to be significant opportunity over the next few years and into the future to be a low-cost producer of met carbon. Furthermore, our operational team has made huge strides over the last few quarters to further reduce the cost structure and positioned these operations as one of the last low-cost, long-life operations within the industry. Given the progress, the company's target is to restart the select operations over the next 45 days. And we're progressing towards that in fast order as we work through the sale process as well. We continue to work through these processes, along with the other possible consolidation plays that are taking place in the overall global steel industry. As stated earlier, we've received interest from multiple parties and continue to receive interest from multiple parties and additional parties across the landscape for our different operations, which provide us several options to explore. And we will pursue those that best benefit our shareholders and workers alike. Given our team's efforts and positioning to date, we choose and if we choose not to sell the carbon assets to the LOI which we signed or any of the other interested parties, we are well positioned to still separate the companies to create pure-play opportunities. With that, we previously filed our initial Form 10 registration statement with the SEC to spin off our wholly owned American Carbon division into a stand-alone public company. Let me touch based on that briefly. The reason we did that was we can't control every aspect and/or timing of any other party. What we can control is the ability to put forth effort to position the assets and prepare for anything that comes at us. And as such, we filed the Form 10. And we are pursuing and working with the party to sell the assets. But should that not close, we are well positioned to still monetize the assets for our investors, create a royalty stream back to American Resources, dividend out those shares to our underlying investors and position the company for growth as a stand-alone operating entity. We did this in-conjunction with the recommendation of our strategic committee and approved by our Board of Directors on spinning off American Carbon into its own public platform, which better enables the business for growth, capital allocation and motivation of the operating team in itself. As stated also, additionally, the spin-off is structured that American Resource Corporation could receive up over $300 million in the form of royalty payments from American Carbon over time based on production and capital raises. Under a spin-off scenario, our shareholders would receive a pro rata distribution of the American Carbon shares, should we go that route. Furthermore, we have also secured a $20 million factoring facility for American Carbon to support its normal course of business and to grow the business. And upon any spinoff of American Carbon, we have a $100 million equity financing facility in place under American Carbon PubCo as an additional option for future growth, which would go alongside of our $45 million tax and bond for Wyoming County, which cumulate represents approximately $165 million net fees of financing capacity for a, standalone American Carbon assets. Over the third quarter, we were able to monetize some carbon assets and inventories as the global met carbon market stabilized following a brief period of logistics and bottlenecks supply challenges that took place in the global supply chain. As previously stated, we are currently in the process of planning a restart of our Carnegie mines and pick up where we left off earlier in the year where we have realized some of our best fundamental production levels. Furthermore, during this period of downtime, we have also continued to advance forward as the operations to further drive operational efficiencies and have made huge strides by our team there at very low CapEx levels by expanding and positioning those mines to be low -- high producers at low cost. We continue to develop our Wyoming County complex to begin operations next year and are on track and progressing nicely at that operation and execute upon the vision of the American Carbon team and also the vision of our strategic committee to unbundle the assets -- the certain assets as we disclosed. Let me touch briefly further on ReElement Technologies. To add to the comments that Mark made earlier regarding ReElement, the opportunities we have in front of us are extremely exciting. Our ability and the way that we officially deploy critical metal refining, is indeed unique. Our strategic plan to scale our platform is multifaceted. One, we will operate our existing facilities and current facilities we've announced. We currently have 2 planned announcements of 2 additional plant facilities that we publicly announced; one in Marion, Indiana and 2 in Knott County, Kentucky. Our Marion Indiana campus, which I was at today, is coming along phenomenally well. This is a 42-acre campus with approximately 425,000 square feet of existing structure, which will be mainly focused on the recycling and refining of critical minerals. Our initial design will support an annual production capacity of 5,000 metric tons of battery-grade lithium carbonate and 1,000 metric tons of magnet grade rare earth oxides. We have also closed on our tax-incentive package with the support of Marion of approximately $45 million from the City of Marion to support the brownfield development of the facility as well as the expansion -- the equipment expansion and operational expansion of the facility. And we are working on other government-supported programs under the Bipartisan Infrastructure Law and IRA as well as other capital sources to support that growth at the project level. Kentucky Lithium; Kentucky lithium projects highlights another unique attribute of ours and how we are well positioned to deploy our leading critical mineral refining technology. Our vast ownership of mining assets in Eastern Appalachia corridor provides us with the needed infrastructure to bring meaningful lithium refining to North America. Furthermore, I'd like to point out; we're tapping into a skill set and a workforce that has hundreds of years of commodity processing experience. They understand the importance of cost. They also understand the importance of quality. We're also tapping into existing infrastructure that we have at our Knott County complex, which we did not include in the sale of the assets under the previous LOI for this reason. This provides us the ability to move fast and at low cost to build our lithium refinery there utilizing the existing infrastructure and existing -- the existing locations to lower the CapEx and further to tap into the existing infrastructure that we have already present that we're not going to be waiting on from power, stacking tubes, conveyors, et cetera. As a point of reference, the United States today produces approximately 17,000 metric tons of battery-grade lithium carbonate or hydroxide. This facility is being designed to produce approximately 15,000 metric tons of battery-grade lithium carbonate or hydroxide. Given the United States' ability to double its capacity, utilizing our state-of-the-art technology and utilizing a workforce, that is more than up to this challenge. The facility is on controlled land, logistics infrastructure is on place, the rail is on place, landfills in place and the workforce is in place. This is an exciting opportunity, not only for us but also to showcase and provide opportunities to a workforce that has been displaced by the energy transition marketplace. As stated, we've recently announced the preliminary approval of the Knott County Fiscal Court for the issuance of up to $150 million of tax-exempt industrial revenue bonds to support the growth of that complex, similar to the Wyoming County bond we closed. I've also had the opportunity to speak at a Tax and Bond conference. And I will say that the support for industrial revenue bonds such as these is very strong upon the investment community, especially the way that we're building this facility, the workforce that we're bringing and the use of this facility in itself. Both our Marion and Kentucky Lithium facilities will be able to moderately and efficiently add refining capacity to respond to feedstock availability as well as market demand. And I will say, from a feedstock availability based on our trip to Africa as well as to Canada is abundant. There's quite a bit of lithium ores, lithium-bearing ores within the marketplace that need a place to refine other than China, that are looking for a place to refine other than China. We've also recently been expanding our operations and looking at opportunities and discussions on several opportunities in Germany as well as throughout the EU marketplace and are having those discussions with partners as we speak with our team over in Germany during this call at the moment. Japan is another market, which we've been working on. We've been working on the Japanese market for a long time. We have entered into a joint venture partnership within the Japanese market. We will showcase ReElement Technology in Japan, one of the most highest tech areas of the world and showcase how it cannot only refine critical minerals, but do it at a cost structure that is competitive, if not better than what's done in China today. This partnership has also already begun realizing service revenues to ReElement. Sourcing of lithium ores, as I mentioned, our team has been to Canada. We've also been to Africa. I've been to Africa myself 3 times over the last 6 months and the opportunities there not only for sourcing ores, but also showcasing our technology is abundant. It's an amazing opportunity to create job opportunities within the local environment to displace China's dominance throughout the region and to do it in a way that is favorable to the local community. Our relationships in West Africa, South Africa as well as East Africa are substantial and very -- and moving very, very quickly. And we're excited about the opportunity to import high-value technology to Africa, create jobs for the population, one of the fastest-growing population basins in the world, while also helping them drive manufacturing and solving the supply chain for the United States. We believe these opportunities to provide low-cost environmentally safe lithium refining around the world in a collaborative manner to meet the needs of the energy storage market are abundant and will continue to grow. Being able to build our modular facilities in these local environments to source the critical minerals in a low-cost format while, also showcasing one of the lowest carbon footprints from our refining facilities in the world. We've had early successes in developing partnerships such as one we have established with our magnet and battery partners that we've already announced. And we continue to have good success with several other pilot programs where we are fostering corroborative opportunities within the automotive, wind energy, consumer power tools and broader energy storage and recycling markets. We are excited and confident about the developing these pilot programs into long-term partnerships and communicating them in the near term with our investor base. I'd like to recognize our ReElement team for the ground-breaking success that we have achieved in a quick time frame, we have achieved it. And we do believe the time is of the essence. We also believe that we put together the best team to continue to drive the revolutionary refining technology and continue to add great talent to our team with the recent additions of Ben Wrightsman as President; and Shane Tragethon as Vice President of International Strategy. Our goal is to build ReElement into a multibillion-dollar business and do so based on performance. We believe we have the right team in place and the line of sight to accomplish this mission. As we continue to execute upon our strategic plan, American Resources' is focused on the highest value opportunities. And we'll look to expand its asset base within the natural resource industry utilizing cash generated from asset sales and royalties to acquire interest in high-value critical and rare earth mining assets that can feed into ReElement Technologies to be refined in cost-effective, environmentally sustainable methods. We are in active discussions on multiple opportunities in this front where we can leverage the ReElement Technology, take an ownership stake in these mines, such as lithium bearing mines in Africa as well as other parts of the world that we can also showcase and help provide guidance on how to operate these mines safely and effectively and efficiently. We're excited about that opportunity. And we believe in the future from American Resources as a holding company will be able to benefit greatly from these additional expansions we are evaluating. In closing, we remain very confident in the positioning of all of our assets and the long-term value they provide to our shareholders. We remain hyper focused on unlocking that value. We have ample liquidity and do not foresee us needing to issue equity at the AREC level to raise cash, especially with some of the sources of non-dilutive capital we have available to us and recently announced project financing that we have available to us at the ReElement level. Just to reiterate, as the largest shareholder of American Resources and one of the largest shareholders of American Resources, our management team is committed to maximizing the value all of our businesses and believe our continued execution and the unbundling of certain assets will help us achieve this. With that, I'd like to turn the call back over to the moderator for some Q&A.

[Operator Instructions] We'll take our first question from Heiko Ihle with H.C. Wainwright.

You filed a Form 10 registration statement for the spinoff of American Carbon. And I guess that's obviously only if the sale options don't materialize. Is there an internal drop that date by when you expect to make this decision, whether it gets sold externally? Or what exactly happens? And I'm pretty sure the answer is it doesn't matter. But to be clear, just because you filed this form doesn't force you to do anything, correct?

That's correct. So we're not forced to do anything. We filed it. We obviously can't control what any buyer does or does not do, especially with the consolidation taking place within the steel industry today. Our goal is to monetize the assets. Now we're running and thankful for our team. It's a dual process that takes time and effort, but we're running that dual process. Even if we spin-off American Carbon in the Form 10, that does not mean we may not still monetize it. If the value is above the current market value, then we will monetize it. We're getting -- I mean, American Resources, we believe, today is -- is well below the fundamental value of the business. And we've seen interest for the company as a whole, obviously, which we're not willing to do above the current market value. But the American Carbon asset in itself, we are working and the buyer is in active dialogue, and it's going very well. I mean -- and we're going to showcase the cost structure we find very quickly, which is getting very exciting. And not only the, current buyer that we signed the LOI with, but we've had multiple other parties come in with very interesting structures as well beyond that. But depending on how long they take, that doesn't mean we may not still pursue with the Form 10 and spin it off and then still move forward with the sale of the assets if the market value is below what the buyers willing to pay. But it is not -- the filing the Form 10 does not force us to spin it off. But we're going to move as quickly as we possibly can, pursuing all alternatives to position the assets to unlock that value. And that may be found spinning the company off in a Form 10 and then selling it thereafter.

Okay. Fair enough. Can you -- and then just a completely different one. Can you break down the $45 million in local incentives that you got? How much of that is cash? How much is tax savings? How much is, I don't know, discounts on land. Can you just break down the $45 million, please?

Yes. I'll do my best at it, and just it's a little bit of a complicated structure, but it's a tip that can be monetized as we build the property out and/or borrowed against. So it's a bond that can be issued were borrowed against as we continue to build out the facility and allocate capital there. It's almost like a reimbursement of the cash is the best way to describe it. So it provides -- it's a great structure for us to enable us to have non-dilutive capital available to us and as we spend the capital, get it reimbursed.

Our next question comes from Mark Stone.

Can you please clarify the relation between all the potential asset sales and spin-offs, for instance, if American Carbon is sold in or spun off? And would you still go ahead with the ReElement spin-off, what would that leave American Resources with? Would that be American Metals plus the shares owned of Royalty Management Company? Can you please clarify that?

Yes. That's a good question. So our goal is to separate the divisions off into their own operations, own teams that are able to drive in a direction as a pure-play opportunity. So American Carbon, that's correct. If we spin it off or sell it, obviously, that would be its own independent entity. It will regardless of how the structure will pay a royalty back to American Resources for the American Resources' shareholders. In either one of those instances as well as cash consideration. ReElement, the absolute plan is to still spend it off into its own separate company to provide a very clean structure. Spinning ReElement off, I mean, ReElement, we believe, is an absolute game changer for the market. It's being recognized throughout the world for what it can do and our partnerships that we're developing and customers that we're developing on that front. We'll be able to showcase here very shortly. Also, the fact that we do intend to apply for infrastructure bill grants and stuff to that nature, having it associated to a full business and makes that challenging. So having any of the legacy coal-related aspects in this filing, we prefer not. So we will spin that off into its -- own entity. Post the spin-off of both of those assets, American Resources is set up as an opportunity to further expand its footprint within the critical mineral space. We're in negotiations as we currently speak, and making significant progress on acquiring an interest in lithium mines. I've been traveling throughout the world in multiple countries with in Africa that we have very good relationships with the strategic parties that have concessions there that we may take an interest in, which will then be processed at ReElement. So the goal for American Resources is expansion, is expansion within that sector, focusing on taking strategic interest in operations that could then proceed into the ReElement entity for further refining, controlling the supply, derisking it for both entities involved. But -- and then obviously, yes, it will still own American Metals as well as the interest in Royalty Management Corporation, Royalty Management Holding Corporation.

So if those mines were acquired, would that be a ReElement processed the material from the mines? Would that mean that ReElement was doing more than just recycling processing but actually processing initial mining extracts?

Yes. ReElement is doing that today. We're processing lithium spodumene as we speak. That's what -- I mean, my 3 trips to Africa over the last 6 months were to work with not only the lithium opportunities, but also rare minerals, which is a new opportunity for us, which we'll further go into in the next few months. But the lithium ores, the lithium bearing ores and/or other critical mineral ores are substantial opportunity for the ReElement technology. We can build facilities at a much, much lower cost than the legacy methods of doing of refining material to China uses. We can co-locate them at the operations within the sites such as in Africa and build the facilities there. So we're not trucking rock or shipping rock halfway across the world. And we can scale our -- design our facilities to match the CapEx with the feedstock available. One of our competitors just announced that they're evaluating the sale of their business. They were trying to build a refinery that was about 5x the size of the current market availability. That's a recipe for failure. We instead design our facilities based on the current feedstock available and then we can modularly scale them up over time. We're matching CapEx with feedstock as well as OpEx with feedstock. So that there's no -- from a cost structure perspective, we're able to very, very efficiently expand our business. But that gives us the ability to go to the ores as well as the recycled market and expand our footprint globally to benefit from the technology in itself.

Okay. So a separate question. Can you please tell us the plans and time lines for getting to nontrivial revenue generation from rare earth oxide separation?

If I gave you guys time frames, you would all yell at me. We do our best to achieve them, but some things are outside of our control. I will do my best, though. We are -- so our Marion facility is where -- our customer qualification plan can significantly expand our production, and we're doing that as we speak. We've been qualified at a number of different customers currently and are further progressing with those customers. We have offtakes on the rare earth side. We have offtakes on the battery side. Getting the meaningful revenue will be in 2024. Now that being said, we are generating service revenue as we speak right now through our Japanese partnership, more to come on that in the next couple of days. But the ability to further scale the business and the unique thing is our cost structure is extremely low. We're strategic in the team members that we're hiring to keep our costs low until we get to that meaningful revenue generation, which is coming. It's coming quickly. I don't want to give you an exact date because I -- if I miss it by a little bit, I'll get -- I'll get slapped for it.

Our next question comes from Steve Segal with KBB Asset Management.

Mark, I was just wondering. I was reading today about the life cycle news. And I hadn't really known that much about the company, but read more about it. And I see they had multiple shredding facilities and the mothballed. I guess their hydromet facility. And it seems like chromatography is a much better solution than what they were trying to do. So is there any interest on ReElement in like talking with them about some of their assets or collaborating at all?

Yes. I mean we will look at the assets and we'll reach out to their adviser that they hired with regards to the striding operation, not with regards to the refining capacity they were trying to build. Yes. It showcases that legacy ways of refining commodities does not work. It works in China because they already built it. And they don't care. I mean, they're in inter-Mongolia, labor and environmental standards there are very low. That technology does not work in the United States. It does not work in Africa. It doesn't work in Europe. And you're going to see more of that, in my opinion, in the United States where people are going to mothball solvent extraction facilities because it's not cost effective and it's extremely expensive to build. More importantly, it's extremely expensive to operate over time. You can maybe get it up and running. But you will not run it for over 10 years without having significant maintenance CapEx. You're dealing with really harsh motion of chemicals. Chromatography is a game changer in the space, one, because we can design it based on the scale of available material. And so that gives us the opportunity to build anywhere throughout the world and do it quickly. And we're going to showcase that here very shortly to our shareholders and through the relationships that we're building to date. Would we have interest in their shredding operations? Yes, we would. I mean through the American Metals business line, we'd be interested in acquiring the app. But more importantly, instead of hub and spoke, we will put a chromatography facility in each one of their shredding operations and show the world how to do it the right way. Do it in a way that is cost effective. Costs matter. The automotive industry and especially in the EV chain are losing money right now. They need to focus on controlling their costs. They're building great business models for the long term, but they've got to refine the cost structure. We can do that. We can provide cost-effective solutions that go head-to-head against China and displace them in markets that they're already trying to operate in, especially within Africa.

Our next question comes from Keith Goodman with Maxim Group.

A quick question going back to Africa and Japan and in Germany and other places that you said you're working with. First of all, does any work that you may do there, get you to qualify to the Inflation Reduction Act? And two, it sounded like you're saying that you're going to take equity ownership or maybe some type of economic ownership of some of the mines there, does that need to pay for something like that? Or would you bringing the technology over there, get a low-cost way of owning the partnership?

I'll touch on the first one first. So obviously, on the importing of ores to our Kentucky lithium site, yes. We have received preliminary approval to advance to the next stage under IRA compliance. Most people don't think it's an application-based process, but it is and we're working with the DOE on that. We've gotten through the first phase of that process, which opens us up to go to the second phase, which we're super excited about. Steven, [indiscernible] and team did an absolutely amazing job with that. And so yes, we do believe that given the high value aspect of refining in country will enable us to qualify. Now we also are working with the government on operations that we would build within Africa, because our model is to go to Africa, to build within the local environment with partners being project financed over within Africa with local sources as well and local partners. So that ultimately, we're sharing in the risk. And we're aligning the interest of the parties there. I mean, IRA compliance is a big deal, especially in the automotive. But now we also focus a lot on the LFP market, which is a lot of energy storage, which represents over 70% of the battery market today. We're the only company that we know of in the U.S. that can refine LFP batteries at scale cost effectively and make money doing it. What alone, obviously, that we're a business we're doing. But yes, we do believe, based on that, we'll qualify. We're working with them on the African operations. If we bring it back here to our capsid active material partners with that qualify prior, we're working with the government on that. We're not -- we're uncertain on that aspect. But not necessarily needed for all applications, not needed for energy storage in some of those markets that are already building out substantial amount of batteries and gives us the ability to scale quickly. The one project in Africa, I just came back from in West Africa could represent first year of operations, which will take time to build and everything in that extent, it'll be well over $350 million in revenue to us as a business and the ability to significantly scale it beyond that. That's one project out of many that we're working on in that market. And I apologize. What was your second question?

Would you have to pay for the ownership of those assets?

So I'm not going to give you all my negotiating strategy away. But we will leverage our partnership with ReElement, which will enable us -- enable American Resources to get a very attractive opportunity to take an equity ownership in these mines. Now why is that important? One, you read a lot of negativity about mines in Africa and I've been to a bunch of them recently. They're not all being run in an unethical way. There's actually a substantial amount of mechanization. There's a substantial amount of ethical mining and/or small-scale mining that's done ethically. But as we expand ReElement, we want to also make sure that we're protecting the interest of ReElement and making sure that our sources are also doing it right, not only from an ethical perspective, but also being done from a safety perspective and from a productivity perspective. So we can get as much destock as we can. So we can grow our business as fast as we can. And I promise, American Resources, under our mining apartment division, we won the Sentinel Safety Award once, and we've been nominated twice, which is the highest safety award you can get within the federal government in the United States. We're going to bring those same aspects to the international locations that we're partnering with. Now, will we pay something for them? Possibly, yes. We'll invest into them. I feel like it -- given the time of what we're doing it and the work that we're doing in place and bringing equipment over there and stuff to that nature will be methods of gaining interest in these mines. Now we won't run the mines. Our goal is not to operate mines within Africa. But it is to take an influential position within the mines to protect our interest and protect our future supply chains. Yes, the quick answer is all of the above. There will be some cash consideration will be in kind. They'll be refining capacity we're bringing to the table and stuff of that nature.

Okay. And I've been reading recently some coal miners here or companies that own some coal assets here are claiming rare earth critical element on some of these properties, which leads to the question, to your coal mine coal asset properties have rare earth critical elements on it? And is there some value to your property with that as well?

Santa Claus just came to the coal market. Every coal business is worth billions of dollars now. Basically is what they're saying, nothing against, great guys. I know them. They've done a good job on the mining side on the coal side. Every coal property has essentially -- not every -- a lot of coal properties have that same characteristic. It's nothing new. Rare earth elements lithium for that matters in your backyard and parts per million basis. Now if that, properties were $37 billion, that's phenomenal. That every coal business in the country is now worth a lot more money because most coal companies have the ionic clay present on the overburden, including ours, which we own -- we're one of the largest mining companies in Eastern Kentucky from an infrastructure perspective. And all and we've sampled -- we worked with Penn State 3 years ago to do an extensive study in all of our rare earth reserves and lithium reserves at our properties. And we had -- most of the properties we sampled were actually higher grade than what they reported. And so yes, we have those exactly things now. My opinion is it's very, very challenging to focus exclusively on mining rare earth elements from unconventional sources now. So as a mining operation, you're not going to go somebody. They're not going to go mine that operation just to extrapolate the rare earth. They'll never make money doing it. Our opinion is you can use by-product economics and you can actually make money. We're going to showcase that in West Virginia. Using by-product economics, extract a valuable resource, which is your met carbon, the output of the ion clays is your waste, you're over burden under-burden using our technologies that we have within ReElement to extract out those metals produced a concentrate and then feed them into ReElement or refine. Now if they go through all those steps and they can do it profitably, then we would happily accept it ReElement to refine it because they don't have that technology nor does anybody else we do. So we hope they do. We hope they progress with that. But I think it's challenging as a stand-alone. Maybe they have byproducts that they're focusing on there and that would be great. But everybody -- all the coal companies, if you test the ionic clays within the coal field, they probably have some components of rare earth in them and/or lithium in them, which we have done, which we do have. But you've got to figure out how the way to make money doing it and that's the most important. They can do it in a cost structure that your customers can pay for it.

And then, lastly, I guess, going back to life cycle for a second. If they are shutting down the construction of the second part, which I guess is the process of their part. They must have had relationships with some companies who, I guess, were under the assumption that they were going to be getting some of these rare earth critical elements that are processed from life cycle. I imagine that would be a logical potential customer for you.

Yes. I mean, we believe -- so we talk about refining. ReElement is a refining company. When you talk about recycling, those are shredding companies. Most of the people that you hear about in the United States that they say are the biggest battery recycle, they're shredders. They shred material. They produce black mask and they sell it to China. That's what's done today in the United States, by the way. That's going to change here shortly in my opinion. And I think there's -- I think Congress is going to open up to that and start saying, why are we shipping all this black mask and trended batteries back in China, that's got to stop. And it's slowly is. And we're seeing quite a bit of black masks comes through our facilities now from these recycling companies that are testing that we were able to test with and develop partnerships with. And we're excited about that. And we're excited about what the recyclers are doing. They're doing a lot of aggregation. And they're doing a lot of shredding of batteries and now we can refine that for them. What life cycle is trying to do is create a hub-and-spoke model. They were trying to create these battery shredding operations throughout the country. And then they were going to build one hub up in Rochester to process it. Well, its proof is in the pudding. Solvent extraction doesn't work in the United States. It's too costly to build and it doesn't make money. And you can't match your CapEx with your feedstock availability and/or scale it over time. Once you build it, it's what it is. Our technology at ReElement is highly modular and highly scalable. And yes, we are super excited about working with all of the recycling companies throughout the United States and throughout the world to help fulfill that supply chain gap that everybody is missing. Everybody is missing the ability to refine lithium, to refine critical minerals, to refine rare earth elements outside of China. And we can do that today and we can scale that rapidly today. And because of that, we're getting a huge amount of interest from these parties to work with them. Now would we be interested in the life cycle assets and will we be involved in that process? For sure, under American Metals line, which is our -- which is where we would shred the batteries at and we developed that model to do so. But ReElement is that missing gap. It's replacing that solvent extraction, which can't be done in the United States. And we can -- our facilities are operating, proven can operate under environmental standards and proven we can scale it rapidly, not only domestically but also internationally.

We'll take our next question from Rick Niehuser with ROTH MKM.

Good. Just real quick. I know we're running late here. But I noticed that as said that you've commenced the development at your Wyoming County and that you're realizing the first development. I take that as you're almost in the early throes of production. And you're going to be commissioning them over the next couple quarters now. Is that close?

Yes. So we started the initial development of the pace up. And in that, the nice thing about the mind base is you actually will produce coal in that process and be able to monetize it. And so we're working on the Eagle team as we speak right now to develop that with the goal over the next few quarters to commence production there. In the meantime, we'll be able to generate revenues from the facility as we're expanding it as we're developing it. So it's an exciting development. The quality there is mid-vol, met coal, highest quality you can produce in the country. And the beauty of it is they're virgin green-field operations. So that the cost structure we're going to be significantly lower than our competition.

Are you stockpiling there now? Or are you actually putting it through a facility?

Very -- I mean, it's very small right now. We -- on the -- what we've got on the ground, but over the next 30 days, we'll probably truck some of it out and monetize it. I got to check on our mine licenses for those specific to be able to do so. But right now, it will be stockpiled for the next -- over the period of time, but then hopefully monetizing it. We'll hopefully be generating some decent revenue by the end of the year.

Yes. And with Carnegie 1 and 2, you did have some production on your income statement this year or this quarter. Where did that production come from? I thought it would come from one of the Carnegies. But what's producing, I guess, right now to bring that number out? And what are the status of Carnegie 1 and 2 again, please?

Yes. So we've been doing some development at the Carnegies as well. And so, in that process, cutting over cash and developing it for additional sections. So that when we start off, we're not just producing from one section. We're producing for multiple sections, which means, you're optimizing the cost. So in that process generates revenue out of it during the development phase of it as well. So yes, and some of our other idle operations, we generated revenue from as well. But the Carnegie 1, we're tracking really well in Carnegie 1 for the development. When we restarted, we restarted with multiple sections running, which is really important. You're covering your fixed overhead at the -- with one section. When you add that second section, you're adding about 15% more, workforce but you're doubling your production, which means your cost structure goes way down. These mines are very new mines. We've pretty much developed them from the onset. And so they're set up in a way. And we've been working over the last 60, 90 days with our team there to further optimize the mine. So when we like the fire here very shortly in the next couple of weeks. They'll be set up to run a very, very low cost. And we think they'll be very, very profitable mine for us.

You could almost look at the revenues then in the quarter as what you received similar to Wyoming County in terms of development, commissioning, optimizing. Neither one or at full tilt, but should be a much stronger first half of next year for both of them, I imagine.

Yes. I mean, going into the 2024 year, we're going to be - one, we'll be hopefully progressing very significantly, if not, are we making substantial progress on the monetization of the mines, which generates significant cash for American Resources as well as our spending them off, but also we'll be producing. The goal would be to have both Carnegie 1 and Carnegie 2 both running at multiple sections before the end of the year. So going into 2024, hit the ground running in a way that will be very nicely profitable. And you'll start to see that the coal market got kind of whipsawed about 4 months ago and we take the approach that we were at quickly. You don't know what things are going to do. But what we do know is we have one of the lowest cost structures from a corporate overhead perspective compared to our peers. And we have operational flexibility to do that. Now with that, we made some decisions there to do what we did. And now we're in a position where we think the coal markets are stabilizing. The China, Australia rebalance has taken place. And now that the world markets are kind of stabilized in that regard, you're starting to see supply continue to go down and demand has been increasing. So we think it's -- coal prices are good right now. And we think they're going to get better over the next 3 or 4 months.

Yes. Well, it looks like you're holding some good cards there in your hand to plan it how you want. Just real quick, please. When you're looking at Africa and I liked the way you categorized that. Is it primarily lithium? Or are you looking at other ores -- so is it limited to lithium?

So right now predominantly lithium. Based on some new developments, we're also working on some rare earth ores over there that are really attractive. We've been testing -- getting some of those sent in over the last couple of weeks because of some recent developments of our technology licenses. We are sampling from some cobalt mines that we know of that are run by companies that we feel very secure with. And then, further to that, I mean, we have a partnership, actually, our SPAC arm C as an investment in a company called Ferox that has a significant amount of vanadium. There's energy storage is predominantly either LFP or vanadium redacts batteries. And so we think vanadium is actually going to have a bit of a movement going forward. So we are looking at doing some testing and development around the vanadium as well from ReElement's perspective. We haven't done it yet, but we're working on that. So it's predominantly lithium to date. But the ability to utilize our technology for other applications, we're doing some really exciting stuff within the facilities as we speak for other applications like alumina and some other products that need high-value refining that we may insert ourselves as a component of that refining process. ReElement, I mean, run by Chief Operating Officer, Jeff Peterson, who's phenomenal, Ben Wrightsman. They're doing some amazing things there in terms of positioning the assets to be deployed into multiple avenues, multiple revenue streams over the next few years.

Well, that was a good question I asked. Just real quick about Marion, should we be looking at ReElement with Marion as being primarily rare earths, not lithium? And then looking at your Noblesville facility is kind of -- did you say a pilot plant or a customer qualification lab, so to speak. Is that the right way to look at those 3 facilities?

Yes. So Marion, yes, I look at Mariana both. So Marion will be processing black mask and device batteries for lithium. And then, for LFP batteries specifically, it's a huge market for us 60% to 70% of the battery market. And we can extract lithium out of LFP batteries very, very economically. We're super excited about that. We'll be doing that in Marion as well as NMC. Extracting out the lithium and then further processing the nickel cobalt within the NMC batteries very, very cost effectively. Yes and then the rare earth ores, working with one automotive company, one of the larger OEMs on refining -- recycling their non-SPAC rotors and materials there as well as power tool markets. We're seeing a bunch of rare elements come in from different feedstocks, that's wind energy, wind turbines, but that will be Marion. What our Noblesville facility, once we commenced production at Marion will turn -- which is our current customer qualification plan. We'll still produce out of there. But we'll also do optimization and development. It will turn into think tank lab development beyond the revenue that we'll be generating to further co-develop different applications to further drive and optimize our process. We will never stop. I mean Bob Galyen, who's on our Board of ReElement. He was the #2 at CATL, built it from $0 in revenue to $185 billion with Robin Zing to the large battery company in the world today. And he told me from day 1. You need to spend -- you need to always spend on R&D. If you don't, you'll be left behind. And that man has talking about. We'll do that same thing. And Noblesville will be a great facility for us to do that beyond the revenue that it'll generate. And then obviously, Kentucky lithium will be processing lithium ores from Africa, Canada and some other locations. Knott County, yes, so it's -- but yes, Marion will be both, Knott County will be predominantly lithium and then Noblesville will be all of the above, but also resin development, technology development as well to further optimize our cost structures.

And then, you're also looking to co-locate opportunities where possible, as you mentioned. Why would you not co-locate with your lithium culture to your lithium mine if there's -- as you kind of look at things unfold?

We will. We -- I mean, I've been in Africa 3 times in the last 6 months and heading back probably in another month to further progress the deal we're working on there. We will build refining capacity over there. Now, having the Kentucky at the site up and running, we'll always export a certain amount of product back to the United States that provides us redundancy for our customer base. And customers, especially when you're dealing with the customers we're dealing with, they want to derisk it any way you possibly can. And being able to feed their supply chain from multiple angles, multiple locations, is paramount. And there's, a lot of locations in Africa today that are producing lithium spodumene and/or other lithium-bearing ores that we can't build on each one of them today, not down the road, we can, but there's the select sites. We've got 3 sites in Africa that we're looking at building refining capacity at, working with our local partners on the financing aspect of it, the structure of it, site location, all that good stuff, so we can build local refining. Now also having that redundancy back in the United States is a derisking mechanism for our customers.

Are you thinking about recycling catalytic converters.

Not looking at catalytic converters as currently. But I will say in our Marion facility, which is progressing really, really nicely. We'll further build out the lab there, too. We will down the road work on other applications, like I said, alumina, some high nickel content applications, germanium, gallium, looking at the ability to utilize our technology for refining all other materials as well. Catalytic converters probably not as much not a market, I don't know. I don't want to say no to anything, but our lab and our team that we're building there could look at a number of different applications catalytic converters, how they're sourced sometimes a little bit negative.

Well, just a comment, I really like what you said about the ionic clays for lithium and rare earth since that's kind of where you've got into this whole ReElement business to begin with. But if somebody just listened to this call for the first time, they think that you're trying to -- or planning on supplanting the entire refinery industry. And then, they kind of walk away probably incredulous to having not seen your success for sand. But that's kind of the direction you're going. It isn't it to be just real opportunistic to exploit every opportunity you can anywhere along the supply chain from beginning to end.

10 years from now, ReElement will displace solvent extraction in the world. Now the legacy facilities will be running, but nobody will build a new one. Our technology is superior. It's lower cost. It's more environmentally sensitive and it's highly scalable. I'm highly confident of that. Now we continue to prove it. And to your point, yes, we got into this space by. We developed ReElement by just trying to treat environmental liability. That's why we developed the business plan over 9 years ago. When we bought the mines, we were treating water with it. That's why we developed the electrolysis technology Dr. Body, how I met Dr. Wang because we were looking for -- once we can concentrate it, we're looking for a way to refine it. We've been building this for a long time. We've also been processing commodities for 20 years. Lithium, rare earth elements, all the stuff they're commodities. People think it's really sexy and exciting, and you can jump into it and it's just you can print money if you just build something. That's not the case. You still have to have a cost structure that makes sense. And you still have to be able to do it in a way that is one commensurate product quality at your customers actually want. That's what ReElement does. But we're also building that on the backbone of a team that's been processing commodities for a really long time and understand how to survive those markets. And we've done it. We're -- well, 95% of the coal business around us went bankrupt during the 8 years when we were growing our business. And we're now one of the largest longest-standing coal mining operations in Eastern Kentucky today because we never went bankrupted because we built our business model to survive and thrive by.

The upside came in handy too.

I mean yes, and the people there are phenomenal.

I appreciate it very much and congratulations on all the things you've done, especially with the non-dilutive financing. It's really quite hard to take all in.

Well, 100%, I appreciate it, and not believe the financings are key. We're all shareholders. I mean that's what motivates us when we wake up in the morning, making sure we're protecting the dilution within the company and also positioning it to grow. So it's not sitting in our hands, just hoping financing comes and it's making moves to bring in innovative capital. Kirk Taylor, our CFO has done an absolutely phenomenal job at that. I mean, the guys -- he's super smart on how to make sure we protect the shareholders through capital allocation. Thanks for your questions.

As we have no further questions at this time. I'd like to turn the program back to the speakers for any additional or closing remarks.

Excellent. Well, I've kept you guys on here for quite a while. One, I want to thank you all for joining. We know you have better -- other things to do and taking a few minutes out of your day to listen to our speech. We appreciate that. We couldn't be more excited and thankful for the position we're in. The team that we've built and the opportunities we have in front of us. The next few months, next few weeks, next few days are going to be quite exciting for us. Please stay tuned to what we accomplish as a business that it's going to take a lot of groundwork. And we're prepared to do that to take this business to the next level. And eventually, our marketplace will respond to that. It's one of the management of some of the largest shareholders in this company. Obviously, we care about market value. We care about it over the long term. And we know that fundamental business development and expansion will eventually drive market value. But I thank you all for your time, excited about the future and look forward to speaking to you again here in the near term.

This does conclude today's program. Thank you for your participation. And you may disconnect at any time.