UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the quarterly period ended ~~December~~June 3130, ~~2022~~2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the transition period from _____________ to _____________

Commission file number: 0-55402

Rocky Mountain Industrials, Inc. (formerly RMR Industrials, Inc.)

(Exact name of registrant as specified in its charter)

Nevada		46-0750094
(State or jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

6200 South Syracuse Way, Suite 450

Greenwood Village, CO 80111

(Address of principal executive offices)

(720) 614-5213

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~February~~August 38, 2023, the registrant had 35,785,858 shares of Class A Common Stock, 4,~~866~~973,832 shares of Class B Common Stock outstanding and 118.5 shares of Preferred Stock outstanding.

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ROCKY MOUNTAIN INDUSTRIALS, INC.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The statements contained in this Quarterly Report on Form 10-Q that are not historical facts are “forward-looking statements.” Forward-looking statements may include our statements regarding our goals, beliefs, strategies, objectives, plan, including product and service developments, future financial conditions, results or projections or current expectations. Such forward-looking statements may be identified by, among other things, the use of forward-looking terminology such as “believes,” “estimates,” “intends,” “plan,” “expects,” “may,” “will,” “should,” “predicts,” “anticipates,” “continues,” or “potential,” or the negative thereof or other variations thereon or comparable terminology, and similar expressions are intended to identify forward-looking statements. We remind readers that forward-looking statements are merely predictions and therefore inherently subject to uncertainties and other factors and involve known and unknown risks that could cause the actual results, performance, levels of activity, or our achievements, or industry results, to be materially different from any future results, performance, levels of activity, achievements, or industry results, expressed or implied by such forward-looking statements. Such uncertainties and risks include those discussed in the “Risk Factors” and similar sections of our Annual Report on Form 10-K for the year ended March 31, ~~2022~~2023 and our other filings with the Securities and Exchange Commission, all of which are incorporated by reference herein. Forward-looking statements appear in Item 2 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as elsewhere in this Quarterly Report.

Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events except as otherwise required by law.

Unless otherwise specified or required by context, as used in this Report, the terms “we,” “our,” “us” and the “Company” refers collectively to Rocky Mountain Industrials, Inc., (“RMI”) formerly RMR, Industrials, Inc., and its wholly/majority-owned subsidiaries, RMR Aggregates, Inc., RMR Logistics, Inc., and Rail Land Company, LLC. Unless otherwise indicated, the term “common stock” refers to shares of our Class A Common Stock and Class B Common Stock.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with generally accepted accounting principles in the United States (GAAP).

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CAUTIONARY NOTE REGARDING EXPLORATION STAGE STATUS

AND USE OF CERTAIN MINING TERMS

We are considered an “exploration stage” company under the U.S. Securities and Exchange Commission (“SEC”) Regulation S-K 1300, Disclosure by Registrants Engaged or to be Engaged in Mining Operations (“S-K 1300”), because we do not have mineral reserves as defined under S-K 1300. Mineral reserves are defined in S-K 1300 as that part of a measured mineral resource which can be economically and legally extracted or produced at the time of the mineral reserve determination. The establishment of a mineral resource under S-K 1300 is, among other things, a concentration or occurrence of material of economic interest in or on the Earth's crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled. Since we have no mineral reserves as defined in S-K 1300, we have not exited the exploration stage and continue to report our financial information as an exploration stage entity as required under relevant accounting principles. We will remain an exploration stage company under S-K 1300 until such time as we demonstrate mineral reserves in accordance with the criteria in S-K 1300.

Since we have no mineral reserves, we will expense all mine construction costs, even though these expenditures are expected to have a future economic benefit in excess of one year. We will also expense our reclamation and remediation costs at the time the obligation is incurred. Companies that have mineral reserves and have exited the exploration stage typically capitalize these costs, and subsequently amortize them on a units-of-production basis as mineral reserves are mined, with the resulting depletion charge allocated to inventory, and then to cost of sales as the inventory is sold. As a result of these and other differences, our financial statements will not be comparable to the financial statements of mining companies that have established mineral reserves and have exited the exploration stage.

We use certain terms in this report such as “production,” “mining or processing activities,” and “mine construction.” Production means the estimated quantities (tonnage) delivered or shipped to our customers, which may result in disclosure of related limestone and dolomite sales. Mining or processing activities means the process of extracting limestone and dolomite from the earth and treating that material. Mine construction means work carried out to access areas in the mine containing limestone and dolomite, which principally includes road construction, ramp construction and ancillary activities. We use these terms in this report since we believe they are necessary and helpful for the reader to understand our business and operations. However, we caution you that we do not have mineral reserves and therefore have not exited the exploration stage as defined in S-K 1300, and our use of the terminology described above is not intended to indicate that we have established reserves or have exited the exploration stage for purposes of S-K 1300. Furthermore, since we do not have mineral reserves, we cannot provide any indication or assurance as to how long we will likely continue mining activities at our mine site or whether such activities will be profitable.

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ROCKY MOUNTAIN INDUSTRIALS, INC.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS
	Condensed Consolidated Balance Sheets as of ~~December~~June 3130, ~~2022~~2023 and March 31, ~~2022~~2023	5

	Condensed Consolidated Statements of Operations for the three ~~and nine~~ months ended ~~December~~June 3130, ~~2022~~2023and ~~and 2021~~2022	6

	Statement of Changes in Stockholder Equity for the three months ended ~~December~~June 3130, ~~2022~~2023and ~~and 2021~~2022	7

	Condensed Consolidated Statements of Cash Flows for ~~the~~thethree ~~nine~~ months ended ~~December~~June 3130, ~~2022~~2023 and ~~2021~~2022	9

	Notes to Condensed Consolidated Financial Statements	10

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1817
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	2019
ITEM 4.	CONTROLS AND PROCEDURES	2019
PART II – OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	2120
ITEM 1A.	RISK FACTORS	2120
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	2120
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	2120
ITEM 4.	MINE SAFETY DISCLOSURES	2120
ITEM 5.	OTHER INFORMATION	2120
ITEM 6.	EXHIBITS	2221

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

ROCKY MOUNTAIN INDUSTRIALS, INC.

Condensed Consolidated Balance Sheets (Unaudited)


	~~December~~June 3130,		March 31,
	~~2022~~2023		~~2022~~2023
ASSETS
Current assets
Cash	$	46,~~081~~814,~~357~~589	$	3,~~238~~528,~~377~~858
Accounts receivable		7952,~~732~~479		~~127~~53,~~458~~604
Other receivables		21,~~233~~432,~~631~~920		2,~~538~~647,~~444~~268
Inventory		~~104~~97,~~398~~874		24102,~~974~~243
Prepaid expenses		1843,~~591,886~~320		~~679~~1,~~414~~251,644
Total current assets		89,~~091~~241,~~004~~182		67,~~608~~583,~~667~~617

Property, plant, and equipment, net		2,~~288~~122,~~906~~818		2,~~444~~233,~~821~~971
Land under development		1022,~~982~~361,~~866~~233		614,~~973~~939,~~634~~567
Right of use asset		~~436~~398,~~822~~472		—417,734
Asset retirement obligation, net		6765,~~479~~049		7166,~~124~~264
Other intangibles, net		4341,~~991~~000		5241,~~967~~000
Restricted cash		185,530		185,~~514~~530
Deposits and other assets		35,090		~~121~~35,~~128~~090
Total assets	$	2234,~~131~~450,~~688~~374	$	1625,~~457~~502,~~855~~773

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	510,~~295~~363,~~549~~230	$	17,~~104~~576,~~430~~480
Accrued liabilities		~~222~~153,~~232~~885		~~196~~147,~~214~~621
Accrued liabilities, related party		1,~~727~~997,500		1,~~367~~877,500
Dividends payable		1,~~609~~878,~~186~~037		1,~~200~~742,~~709~~869
Debt due within one year		5032,~~552~~997		~~235~~40,~~118~~969
Lease liability, current		7380,~~833~~260		—78,960
Total current liabilities		814,~~978~~505,~~852~~909		411,~~103~~464,~~971~~399

Debt due after one year		1021,~~702~~007,~~383~~136		513,~~167~~512,~~825~~824
Lease liability, long-term		~~423~~383,~~983~~678		—406,784
Accrued reclamation liability		~~141~~148,~~178~~237		~~131~~144,~~552~~707
Total liabilities		2036,~~246~~044,~~396~~960		925,~~403~~528,~~348~~714

Commitments and Contingencies

Stockholders’ Equity
Stockholders’ Equity (Deficit)
Preferred Stock Series A-1, $0.001 par value, 50,000,000 shares authorized: 48.27 shares issued and outstanding on December 31, 2022 and March 31, 2022		4,827,000		4,827,000
Preferred Stock Series A-1, $0.001 par value, 50,000,000 shares authorized: 48.27 shares issued and outstanding on June 30, 2023 and March 31, 2023		4,827,000		4,827,000
Preferred Stock Series A-2, $0.001 par value, 50,000,000 shares authorized: 19.45 issued and outstanding on December 31, 2022 and March 31, 2022		1,950,000		1,950,000
Preferred Stock Series A-2, $0.001 par value, 50,000,000 shares authorized: 19.45 issued and outstanding on June 30, 2023 and March 31, 2023		1,950,000		1,950,000
Preferred Stock Series A-3, $0.001 par value, 50,000,000 shares authorized: 50.75 issued and outstanding on December 31, 2022 and March 31, 2022		5,075,140		5,075,140
Preferred Stock Series A-3, $0.001 par value, 50,000,000 shares authorized: 50.75 issued and outstanding on June 30, 2023 and March 31, 2023		5,075,140		5,075,140
Class A Common Stock, $0.001 par value; 2,000,000,000 shares authorized; 35,785,858 shares issued and outstanding on December 31, 2022 and March 31, 2022		35,786		35,786
Class A Common Stock, $0.001 par value; 2,000,000,000 shares authorized; 35,785,858 shares issued and outstanding on June 30, 2023 and March 31, 2023		35,786		35,786
Class B Common Stock, $0.001 par value; 100,000,000 shares authorized; 4,866,832 shares issued and outstanding on December 31, 2022 and March 31, 2022		4,868		4,868
Class B Common Stock, $0.001 par value; 100,000,000 shares authorized; 4,973,832 shares issued and outstanding on March 31, 2023 and March 31, 2022		4,975		4,975
Additional paid-in capital		60,~~620~~876,~~389~~531		5860,~~972~~783,~~469~~824
Accumulated deficit		(7074,~~627~~364,~~891~~018)		(6372,~~810~~702,~~756~~666)
Total stockholders’ equity		1,885,292		7,054,507
Total stockholders’ equity (deficit)		(1,594,586)		(25,941)
Total liabilities and stockholders’ equity	$	22,131,688	$	16,457,855
Total liabilities and stockholders’ equity (deficit)	$	34,450,374	$	25,502,773

The accompanying notes are an integral part of these condensed consolidated financial statements.

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ROCKY MOUNTAIN INDUSTRIALS, INC.

Condensed Consolidated Statements of Operations (Unaudited)


	For the three months ended				~~For the nine months ended~~
	~~December~~June 3130,				~~December 31,~~
	~~2022~~2023		~~2021~~2022		~~2022~~		~~2021~~

Revenue	$	~~243~~134,~~303~~593	$	1183,~~416,888~~150	$	~~714,884~~	$	~~2,198,682~~
Cost of goods sold		~~350~~139,~~179~~249		1274,~~103,766~~711		~~921,324~~		~~1,759,619~~
Gross profit (loss)		(~~106~~4,~~876~~656)		~~313~~(91,~~122~~561)		~~(206,440)~~		~~439,063~~
Selling, general and administrative (includes depreciation, depletion and amortization of the three months ended of $49,027 in 2022 and $70,623 in 2021; and for the nine months ended $164,890 for 2022 and $220,272 in 2021		1,405,395		2,818,954		5,499,491		8,742,602
Selling, general and administrative (includes depreciation, depletion and amortization of $112,367 in 2023 and $54,719 in 2022)		1,198,654		2,394,330
Loss from operations		(1,~~512~~203,~~271~~310)		(2,~~505~~485,~~832~~891)		~~(5,705,931)~~		~~(8,303,539)~~
Gain (loss) on sale of assets		—		—(5,909)		~~(5,909)~~		~~4,798,291~~
Debt Forgiveness		—		—		—		438,500
Other Income (expense)		30,000		—
Interest income (expense), net		(~~279~~352,~~365~~874)		(~~170~~206,~~958~~975)		~~(696,817)~~		~~(490,475)~~
Income (loss) before income tax provision		(1,791,636)		(2,676,790)		(6,408,657)		(3,557,223)
Loss before income tax provision		(1,526,184)		(2,698,775)
Income tax expense		—		—		—		—
Net Income from continuing operations		(1,791,636)		(2,676,790)		(6,408,657)		(3,557,223)
Net Loss	$	(1,526,184)	$	(2,698,775)

Net Income from discontinued operations, net of tax		—		—		—		400,000
Earnings (loss) per shares - basic and diluted	$	(0.25)	$	(0.43)

Net Income (loss)	$	(1,791,636)	$	(2,676,790)	$	(6,408,657)	$	(3,157,223)
Weighted average shares outstanding - basic and diluted		6,763,125		6,537,153

Earnings (loss) per shares - continuing operations - basic and diluted	$	—	$	(0.40)	$	—	$	(0.54)

Earnings (loss) per shares - discontinued operations - basic and diluted	$	—	$	—	$	—	$	0.06

Earnings (loss) per shares - basic and diluted	$	(0.29)	$	(0.44)	$	(1.02)	$	(0.59)

Weighted average shares outstanding - basic and diluted		6,656,125		6,610,940		6,655,598		6,580,134

The accompanying notes are an integral part of these condensed consolidated financial statements.

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ROCKY MOUNTAIN INDUSTRIALS, INC.

Statements of Changes in Stockholder Equity (Unaudited)


							Preferred Stock
	Common Stock Class A			Common Stock Class B			Series A-1				Series A-2				Series A-3				Additional		Accumulated
	Shares	Amount		Shares	Amount		Shares		Amount		Shares		Amount		Shares		Amount		Paid-In Capital		Deficit		Total
Balance, March 31, 2021	35,785,858	$	35,786	4,687,332	$	4,688		48.27	$	4,827,000		19.45	$	1,950,000		50.75	$	5,075,140	$	51,658,183	$	(57,367,534)	$	6,183,263
Balance, March 31, 2022	35,785,858	$	35,786	4,866,832	$	4,868		48.27	$	4,827,000		19.45	$	1,950,000		50.75	$	5,075,140	$	58,972,469	$	(63,810,756)	$	7,054,507
Issuance of restricted Class B Common stock for compensation	—		—	~~140~~5,000		~~140~~5		—		—		—		—		—		—		~~(141)~~—		—(5)		~~(1)~~—
Quarterly dividends on Series A-1 and A-2 Preferred shares	—		—	—		—		—		—		—		—		—		—		—		(236,393)		(236,393)
Forfeiture of Class B Common stock	—		—	(5,000)		(5)		—		—		—		—		—		—		—		5		—
Stock-based compensation	—		—	—		—		—		—		—		—		—		—		1,691,651		—		1,691,651
Quarterly dividends on Series A-1 and A-2 Preferred shares	—		—	—		—		—		—		—		—		—		—		—		(135,170)		(135,170)
Net loss	—		—	—		—		—		—		—		—		—		—		—		(2,420,039)		(2,420,039)
Stock-based compensation	—		—	—		—		—		—		—		—		—		—		656,876		—		656,876
Balance, June 30, 2021	35,785,858		35,786	4,827,332		4,828		48.27		4,827,000		19.45		1,950,000		50.75		5,075,140		53,349,693		(60,023,966)		5,218,481
Net loss	—		—	—		—		—		—		—		—		—		—		—		(2,698,775)		(2,698,775)
Issuance of Class B Common Shares upon exercise of warrants	—		—	20,000		20		—		—		—		—		—		—		(19)		—		1
Balance, June 30, 2022	35,785,858	$	35,786	4,866,832	$	4,868		48.27	$	4,827,000		19.45	$	1,950,000		50.75	$	5,075,140	$	59,629,345	$	(66,644,701)	$	4,877,438
Issuance of Class B Common shares for services	—		—	30,000		30		—		—		—		—		—		—		749,970		—		750,000
Forfeiture of Class B Common stock	—		—	(100,000)		(100)		—		—		—		—		—		—		100		—		—
Quarterly dividends on A-1 and A-2 Preferred shares	—		—	—		—		—		—		—		—		—		—		—		(238,992)		(238,992)
Stock-based compensation	—		—	—		—		—		—		—		—		—		—		1,670,400		—		1,670,400
Net Income	—		—	—		—		—		—		—		—		—		—		—		1,939,606		1,939,606
Balance, September 30, 2021	35,785,858		35,786	4,777,332		4,778		48.27		4,827,000		19.45		1,950,000		50.75		5,075,140		55,770,144		(58,323,352)		9,339,496
Issuance of Class B Common Shares upon exercise of warrants	—		—					—		—		—		—		—		—		—		—		—
Issuance of Class B Common shares for services	—		—	64,000		64		—		—		—		—		—		—		(64)		—		—
Forfeiture of Class B Common stock	—		—	(15,000)		(15)		—		—		—		—		—		—		15		—		—
Quarterly dividends on A-1 and A-2 Preferred shares	—		—	—		—		—		—		—		—		—		—		—		(238,988)		(238,988)
Stock-based compensation	—		—	—		—		—		—		—		—		—		—		1,609,670		—		1,609,670
Net Loss	—		—	—		—		—		—		—		—		—		—		—		(2,676,790)		(2,676,790)
Balance, December 31, 2021	35,785,858	$	35,786	4,826,332	$	4,827		48.27	$	4,827,000		19.45	$	1,950,000		50.75	$	5,075,140	$	57,379,765	$	(61,239,130)	$	8,033,388

The accompanying notes are an integral part of these condensed consolidated financial statements.

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ROCKY MOUNTAIN INDUSTRIALS, INC.

Statements of Changes in Stockholder Equity (Unaudited)(Continued)


							Preferred Stock
	Common Stock Class A			Common Stock Class B			Series A-1				Series A-2				Series A-3				Additional		Accumulated
	Shares	Amount		Shares	Amount		Shares		Amount		Shares		Amount		Shares		Amount		Paid-In Capital		Deficit		Total
Balance, March 31, 2022	35,785,858	$	35,786	4,866,832	$	4,868		48.27	$	4,827,000		19.45	$	1,950,000		50.75	$	5,075,140	$	58,972,469	$	(63,810,756)	$	7,054,507
Balance, March 31, 2023	35,785,858	$	35,786	4,973,832	$	4,975		48.27	$	4,827,000		19.45	$	1,950,000		50.75	$	5,075,140	$	60,783,824	$	(72,702,666)	$	(25,941)
Issuance of restricted Class B Common stock for compensation	—		—	5,000		5		—		—		—		—		—		—		(5)				—
Forfeiture of Class B Common stock	—		—	(5,000)		(5)		—		—		—		—		—		—		5				—
Quarterly dividends on Series A-1 and A-2 Preferred shares	—		—	—		—		—		—		—		—		—		—		—		(135,170)		(135,170)
Stock-based compensation	—		—	—		—		—		—		—		—		—		—		656,876		—		656,876
Net loss	—		—	—		—		—		—		—		—		—		—		—		(2,698,775)		(2,698,775)
Balance, June 30, 2022	35,785,858		35,786	4,866,832		4,868		48.27		4,827,000		19.45		1,950,000		50.75		5,075,140		59,629,345		(66,644,701)		4,877,438
Issuance of restricted Class B Common stock for compensation	—		—	—		—		—		—		—		—		—		—		—		—		—
Forfeiture of Class B Common stock	—		—	—		—		—		—		—		—		—		—		—		—		—
Quarterly dividends on Series A-1 and A-2 Preferred shares	—		—	—		—		—		—		—		—		—		—		—		(~~136~~135,~~654~~168)		(~~136~~135,~~654~~168)
Stock-based compensation	—		—	—		—		—		—		—		—		—		—		~~655~~92,~~105~~707		—		~~655~~92,~~105~~707
Net loss	—		—	—		—		—		—		—		—		—		—		—		(1,~~918~~526,~~246~~184)		(1,~~918~~526,~~246~~184)
Balance, September 30, 2022	35,785,858		35,786	4,866,832		4,868		48.27		4,827,000		19.45		1,950,000		50.75		5,075,140		60,284,450		(68,699,601)		3,477,643
Balance, June 30, 2023	35,785,858	$	35,786	4,973,832	$	4,975		48.27	$	4,827,000		19.45	$	1,950,000		50.75	$	5,075,140	$	60,876,531	$	(74,364,018)	$	(1,594,586)
Quarterly dividends on Series A-1 and A-2 Preferred shares	—		—	—		—		—		—		—		—		—		—		—		(136,654)		(136,654)
Stock-based compensation	—		—	—		—		—		—		—		—		—		—		335,939		—		335,939
Net loss	—		—	—		—		—		—		—		—		—		—		—		(1,791,636)		(1,791,636)
Balance, December 31, 2022	35,785,858	$	35,786	4,866,832	$	4,868		48.27	$	4,827,000		19.45	$	1,950,000		50.75	$	5,075,140	$	60,620,389	$	(70,627,891)	$	1,885,292

The accompanying notes are an integral part of these condensed consolidated financial statements.

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ROCKY MOUNTAIN INDUSTRIALS, INC.

Condensed Consolidated Statements of Cash Flows (Unaudited)


	~~Nine~~Three months ended
	~~December~~June 3130,
	~~2022~~2023		~~2021~~2022
Cash flow from operating activities:
Net loss	$	(61,~~408~~526,~~657~~184)	$	(32,~~157~~698,~~223~~775)
Adjustments to reconcile net loss to net cash used in operating activities:
Operating and investing cash flows provided by discontinued operations		—		(418,853)
Depreciation, depletion and amortization expense		112,367		54,719
Depreciation, depletion and amortization expense		164,890		220,272
Stock-based compensation		92,707		656,876
Stock-based compensation		1,647,920		4,971,721
Gain/loss on sale of assets		—		5,909
Gain/loss on sale of assets		5,909		(4,774,841)
Amortization of debt discount and deferred financing cost		95,819		3,271
Amortization of debt discount and deferred financing cost		314,006		80,630
Accretion expense		3,530		3,209
Accretion expense		9,626		8,751
Debt forgiveness		—		(438,500)
Changes in operating assets and liabilities:
Accounts receivable		471,~~726~~125		~~(571~~53,~~559)~~766
Other receivables		~~304~~1,~~813~~214,348		~~958~~1,~~423~~233,710
Inventory		~~(79~~4,~~424)~~369		(445,~~716~~875)
Prepaid expenses		~~(912~~408,~~472)~~324		~~192~~(258,~~220~~333)
Restricted cash		~~(16)~~—		(~~142~~16)
Deposits and other assets		86,038		(607)
Accounts payable		2,786,750		1,988,802
Accounts payable		4,191,119		522,885
Accrued liabilities		7,670		116,240
Accrued liabilities		30,302		(404,135)
Accrued liabilities, related parties		120,000		120,000
Accrued liabilities, related parties		360,000		(63,750)
Lease Liability		(2,544)		8,714
Payments on lease liability		60,994		—
Other		1		(1)
Other		(2)		1
Net cash provided by (used in) operating activities		3,318,282		1,282,216
Net cash used in operating activities		(177,228)		(2,919,423)

Cash Flows from Investing Activities:
Investment in land under development		(1713,~~478~~522,~~549~~974)		(3,~~385~~799,~~044~~919)
Reimbursement of land under development cost from Metro District		136,~~469~~101,~~317~~308		31,~~949~~852,~~417~~328
Proceeds from sale of water rights		—		4,866,965
Purchase of property, plant and equipment		—		(2,262)
Proceeds from asset disposals		—		33,215
Net cash provided by (used in) investing activities		(7,421,666)		(1,949,853)
Purchase of property, plant and equipment		(2,262)		(51,754)
Net cash provided by (used in) investing activities		(4,011,494)		5,412,799

Cash Flows from Financing Activities:
Proceeds from note payable		107,~~853~~405,~~777~~703		25,~~828~~215,~~239~~023
Repayment of debt		(516,~~195,889~~588)		(25,~~706~~153,~~246~~109)
Deferred financing cost		(626,186)		—
Net cash provided by financing activities		7,389,115		61,914
Net cash provided by financing activities		5,031,702		121,993

Net increase (decrease) in cash		~~842~~3,~~980~~285,731		2(605,~~615,369~~723)
Cash at beginning of period		3,~~238~~528,~~377~~858		13,~~621~~238,~~822~~377
Cash at end of period	$	46,~~081~~814,~~357~~589	$	42,~~237~~632,~~191~~654

Restricted cash at beginning of period	$	185,~~514~~530	$	185,325
Other		16—		~~142~~16
Restricted cash at end of period	$	185,530	$	185,~~467~~341

Supplemental cash flow information:
Cash paid for interest	$	~~463~~273,~~637~~432	$	~~157~~164,~~792~~683
Cash paid for income taxes	$	—	$	—
Right of use asset	$	436,822	$	—
Right of use asset / Lease liability	$	—	$	481,435
Lease liability	$	493,035	$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

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ROCKY MOUNTAIN INDUSTRIALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION

On January 1, 2020, the Company changed its name from RMR Industrials, Inc. to Rocky Mountain Industrials, Inc.

Rocky Mountain Industrials, Inc. (the “Company”, “RMI”, “we”, “our”, “us”) seeks to acquire and consolidate complementary industrial assets. RMI’s consolidation strategy is to assemble a portfolio of mature and value-add industrial commodities businesses to generate scalable enterprises with a broad portfolio of products and services addressing a common and stable customer base.

Through our wholly owned subsidiary, RMR Aggregates, Inc. (“RMR Aggregates”), we operate the Mid-Continent Quarry in Garfield County, Colorado, producing chemical-grade calcium carbonate that currently services local and regional customers in a variety of end markets, including but not limited to mining, manufacturing, construction, and agriculture.

Through our wholly owned subsidiary, Rail Land Company, LLC (“Rail Land Company”), we are actively developing Rocky Mountain Rail Park (the “Rail Park”), a dedicated rail-served industrial business park serving the greater Denver market. The Company’s development of the Rail Park is intended to expand the customer base for our products by utilizing rail freight capabilities to reach customers in the greater Denver area and by expanding our business to include rail transportation solutions and services.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the accounting policies described in the consolidated financial statements and related notes included in our annual report on Form 10-K for the year ended March 31, ~~2022~~2023, (“~~2022~~2023 Form 10-K”) and should be read in conjunction with such consolidated financial statements and related notes. The ~~2022~~2023 year end consolidated balance sheet data included in the Form 10-Q filing was derived from the audited consolidated financial statements in our ~~2022~~2023 Form 10-K, but does not include all disclosures required by accounting principles generally accepted in the United States. The following notes to these interim consolidated financial statements highlight significant changes to the notes included in the March 31, ~~2022~~2023 audited consolidated financial statements included in our ~~2022~~2023 Form 10-K and present interim disclosures as required by the Securities and Exchange Commission.

Consolidation

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The condensed consolidated financial statements include the financial condition and results of operations of our wholly-owned subsidiaries, where intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that impact the reported amounts of assets, liabilities, and expenses, and disclosure of contingent assets and liabilities in the financial statements and accompanying notes. Actual results could materially differ from those estimates. Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including: expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and

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whether historical trends are expected to be representative of future trends. The estimation process may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from those estimated amounts and assumptions used in the preparation of the financial statements.

Fair Value Measurements

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories:

- Level 1: Quoted market prices in active markets for identical assets or liabilities

- Level 2: Observable market-based inputs or inputs that are corroborated by market data

- Level 3: Unobservable inputs that are not corroborated by market data

The fair value of notes payable was $1121,~~284~~391,~~121~~468 and $514,~~618~~000,~~678~~947 as of ~~December~~June 3130, ~~2022~~2023 and March 31, ~~2022~~2023, respectively.

Earnings (loss) per Common Share

Basic earnings (loss) per common share is calculated by dividing the net income (loss) by the weighted average number of common shares outstanding during the period, without consideration for the potentially dilutive effects of converting stock options or restricted stock purchase rights outstanding. Diluted earnings (loss) per common share is calculated by dividing net income (loss) by the weighted average of common shares outstanding during the period and the potential dilutive effects of stock options or restricted stock purchase rights outstanding during the period determined using the treasury stock method. In periods in which the Company reports a net loss, diluted earnings per share is the same as basic earnings per share since dilutive common shares are not assumed to have been issued, as their effect is anti-dilutive.

3. INVENTORY

Inventory, is valued at the lower of cost (average) or market.


	~~December~~June 3130,		March 31,
	~~2022~~2023		~~2022~~2023

Blasted Rock	$	~~104~~97,~~398~~874	$	24102,~~974~~243
Total	$	~~104~~97,~~398~~874	$	24102,~~974~~243

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4. PROPERTY, PLANT AND EQUIPMENT

The following summarizes the Company’s property, plant and equipment as of:


	~~December~~June 3130,		March 31,
	~~2022~~2023		~~2022~~2023
Recoverable Limestone	$	1,477,469	$	1,477,469
Mill Equipment		1,220,657		1,~~235~~220,~~684~~657
Mining Equipment		333,029		~~336~~333,~~934~~029
Mobile Equipment		~~863~~708,~~660~~661		~~878~~863,~~911~~660
Other		78,~~973~~974		78,974
Total		3,~~973~~818,~~788~~790		43,~~007~~973,~~972~~789
Less: Accumulated Depreciation		(1,~~684~~695,~~882~~972)		(1,~~563~~739,~~151~~818)
Property, plant and equipment, net	$	2,~~288~~122,~~906~~818	$	2,~~444~~233,~~821~~971

5. NOTES PAYABLE

In May 2022, Rail Land Company executed on a Promissory Note for a construction loan (“Construction Note”) of $21M and a Promissory Note for a revolving line of credit (“Line of Credit”) of $2M with a bank to provide for the developer portion of infrastructure costs of the Rail Park. A portion of the $21M Construction Note was used to repay the Secured Promissory Note. The Construction Note is secured by the underlying property of the Rail Park and RMI is the guarantor. The Line of Credit is secured by amounts owed to Rail Land Company from the District for submitted pay applications. The Construction Note and Line of Credit incur interest at prime rate plus 2.25% and each have maturity dates of May 20, 2024. The initial interest rate iswas 6.25%.

Net proceeds from the sale of Rail Park lots shall be used to reduce the then outstanding principal balance of the Construction Note at a rate of eighty five percent (85%) of net proceeds of the first lot sale and seventy five percent (75%) of net proceeds from subsequent lot sales. Distribution or dividends of Rail Land Company to any of its members or other legal beneficial owner may not be paid without the consent of the bank. Rail Land Company is to maintain a minimum cash balance with the bank of $1M, tested quarterly.

In April and June 2020, the Company executed two unsecured note agreements with an investor totaling $1,000,000. The unsecured notes are carried net of original issue discount (10%), which was being amortized on a straight line basis, which approximates the effective interest method. In April 2021, the maturity dates of the two notes, with a then total outstanding accreted balance of $861,111 were extended to May 1, 2022. These notes have been repaid as of June 30, 2022.

In March 2020, the federal government passed the Coronavirus Aid, Relief, and Security Act (the "CARES Act"), which provided for, among other things, the creation of the Paycheck Protection Plan ("PPP"), which is sponsored and administered by the U.S. Small Business Administration ("SBA"). On April 20, 2020, the Company executed a loan agreement (the "PPP Loan") under the PPP, evidenced by promissory notes, with Simmons Bank ("Simmons"), providing for $438,500 in proceeds, which was funded to the Company on April 24, 2020. In June 2020, the Paycheck Protection Program Flexibility Act of 2020 (the "PPPFA") was signed into law and established the payment dates in the event that amounts borrowed under the PPP are not forgiven. The PPP Loans matured April 20, 2022, but where eligible for forgiveness subject to the terms of the PPP and approval by the SBA. The Company recorded the PPP Loan as a debt obligation and accrued interest over the term of the PPP Loan. The interest rate on the PPP Loan was 1.00%. The PPP Loan was unsecured and contained customary events of default relating to, among other things, payment defaults, making materially false and misleading representations to the SBA or Simmons, and breaching the terms of the PPP Loan. The occurrence of an event of default could have resulted in the repayment of all amounts outstanding, collection of all amounts owing from the Company, or filing suit and obtaining judgment against the Company. Under the PPPFA, monthly payments of principal and interest were to commence on the later of 10 months following the "covered period" (as defined in the PPPFA) or the date that Simmons notified the Company that the SBA had notified Simmons that all or a portion of the PPP Loan has not been forgiven.

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In May 2021, the Company submitted its applications to the SBA for forgiveness of the PPP Loans. In June 2021, the Company received formal notification in the form of a letter dated May 25, 2021, from Simmons that the SBA approved the Company’s PPP Loan forgiveness applications for the Company’s Loan in the amount of $438,500 (including accrued interest). The debt forgiveness resulted in the recognition of a gain on extinguishment of debt (other income) in the amount of $438,500 in the Consolidated Statements of Operations in the three month period ended June 30, 2021.


					Effective
	~~December~~June 3130, ~~2022~~2023		March 31, ~~2022~~2023		Interest Rate	Maturity Date
Equipment Loans	$	111,~~652~~497	$	475,~~957~~969	2.10% - 6.30%	August 25, 2021 - January 22, 2023
Secured promissory note				4,712,732	12.00%	September 1, 2022
Construction Note		20,992,368		13,586,665	10.50%	May 20, 2024
Construction Note		10,853,777		—	9.75%	May 20, 2024
Promissory notes		231,665		243,782	7.18%	January 1, 2025
Unsecured notes		—		408,864	10.00%	May 1, 2022
Secured disaster loan (SBA)		165,938		164,531	3.75%	September 9, 2050
Promissory notes		255,567		290,219	1.09%	January 1, 2025
		21,391,468		14,000,947
Secured disaster loan (SBA)		163,125		158,906	3.75%	September 9, 2050
Unamortized debt issuance cost		(351,335)		(447,154)
		1121,~~284~~040,~~121~~133		513,~~618~~553,~~678~~793
Unamortized debt issuance cost		(531,186)		(215,735)
Less: current portion		(32,997)		(40,969)
		10,752,935		5,402,943
Debt due after one year	$	21,007,136	$	13,512,824
Less: current portion		(50,552)		(235,118)
Debt due after one year	$	10,702,383	$	5,167,825

6. TRANSACTIONS WITH RELATED PARTIES

As of ~~December~~June 3130, ~~2022~~2023, the Company has accrued $1,~~727~~997,500 for unpaid officers’ compensation expense in accordance with consulting agreements with our Non-executive Board Chairman and Chief Executive Officer. Under the terms of each consulting agreement, each consultant shall serve as an executive officer to the Company and receive monthly ~~compensation of $35,000. The consulting agreements may be terminated by either party for breach or upon thirty days prior written notice.~~

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compensation of $35,000. The consulting agreements may be terminated by either party for breach or upon thirty days prior written notice.

7. SHAREHOLDERS’ EQUITY

Preferred Stock

The Company has authorized 50,000,000 shares of preferred stock for issuance. In April 2021, the Board of Directors of the Company authorized 118.47 shares as Series A Preferred Stock and designated 48.27 shares as Series A-1 Convertible Preferred Stock, 19.45 shares as Series A-2 Convertible Preferred Stock and 50.75 shares as Series A-3 Convertible Preferred Stock (collectively referred to as “Series A Preferred Stock”). The Series A Preferred Stock is senior, with respect to dividend rights and to rights upon any voluntary or involuntary liquidation, dissolution or winding up of the Company (each, a “Liquidation Event”) in preference and priority to the Class A Common Stock and Class B Common Stock of the Company.

Voting Rights

Series A Preferred Stock is entitled to vote on all matters submitted to a vote of the stockholders of the Company together with the holders of Class B Common Stock and is entitled to that number of votes equal to the number of shares of Class B Common Stock into which the holder’s shares of Series A Preferred Stock could then be converted.

Dividends

Series A-1 Preferred Stock and Series A-2 Preferred Stock, accrue dividends at the rate per annum of $8,000 (“Accruing Dividends”), subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred Stock, whether or not declared, and shall be cumulative. The Company shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Company (other than dividends on shares of Class B Common Stock payable in shares of Class B Common Stock) unless the holders of the Series A-1 Preferred Stock and Series A-2 Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Series A-1 Preferred Stock and Series A- 2 Preferred Stock in an amount at least equal to the sum of (i) the amount of the aggregate Accruing Dividends then accrued on such share of Series A-1 Preferred Stock or Series A-2 Preferred Stock (as applicable) and not previously paid and (ii) in the case of a dividend on Class B Common Stock or any class or series that is convertible into Class B Common Stock, that dividend per share of Series A-1 Preferred Stock or Series A-2 Preferred Stock (as applicable) as would equal the product of (l) the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had been converted into Class B Common Stock and (2) the number of shares of Class B Common Stock issuable upon conversion of a share of Series A-I Preferred Stock or Series A-2 Preferred Stock (as applicable), in each case calculated on the record date for determination of holders entitled to receive such dividend. Series A-3 Preferred Stock does not accrue dividends.

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Company (other than dividends on shares of Class B Common Stock payable in shares of Class B Common Stock) unless the holders of the Series A-1 Preferred Stock and Series A-2 Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Series A-1 Preferred Stock and Series A- 2 Preferred Stock in an amount at least equal to the sum of (i) the amount of the aggregate Accruing Dividends then accrued on such share of Series A-1 Preferred Stock or Series A-2 Preferred Stock (as applicable) and not previously paid and (ii) in the case of a dividend on Class B Common Stock or any class or series that is convertible into Class B Common Stock, that dividend per share of Series A-1 Preferred Stock or Series A-2 Preferred Stock (as applicable) as would equal the product of (l) the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had been converted into Class B Common Stock and (2) the number of shares of Class B Common Stock issuable upon conversion of a share of Series A-I Preferred Stock or Series A-2 Preferred Stock (as applicable), in each case calculated on the record date for determination of holders entitled to receive such dividend. Series A-3 Preferred Stock does not accrue dividends.

Liquidation Preference

In the event of any Liquidation Event, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, and in the event of a Deemed Liquidation Event (as defined below), the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the consideration payable to stockholders in such Deemed Liquidation Event or out of the available proceeds, as applicable, before any payment shall be made to the holders of Common Stock. A Deemed Liquidation Event is defined as a merger or consolidation in which a change of control of the Company has occurred or the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole.

Conversion

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Series A Preferred Stock is convertible, at the option of the holder, into a number of shares of Class B Common Stock determined by dividing (i) the sum of the Series A Original Issue Price and all then-unpaid Accruing Dividends by (ii) the respective conversion price in effect at the time of conversion. The Series A-1 Preferred Stock conversion price is $25.00 per share, the Series A-2 Preferred Stock conversion price is $21.00 per share and the Series A-3 Preferred Stock conversion price is $15.00 per share.

In the event of an underwritten public offering, public uplist, or qualified equity issuance of at least $10,000,000 in gross proceeds and a minimum price per share of $25.00 for the Company's Common Stock (“Qualified Offering”), Series A Preferred Stock shall automatically be converted into such number of fully paid and non-assessable shares of Class B Common Stock at the then effective conversion rate as noted above.

Common Stock

The Company has authorized 2,100,000,000 shares of common stock for issuance, including 2,000,000,000 shares of Class A Common Stock and 100,000,000 shares of Class B Common Stock.

The holders of Class A Common Stock have the right to vote on all matters on which stockholders have the right to vote. The holders of Class B Common Stock have the right to vote solely on matters where the vote of such holders is explicitly required under Nevada law. The holders of Class A Common Stock and Class B Common stock have equal distribution rights, provided that distributions in securities shall be made in either identical securities or securities with similar voting characteristics. The holders of Class A Common Stock and Class B Common Stock are entitled to receive identical per-share consideration upon a merger, conversion or exchange of the Company with another entity, and have equal rights upon a dissolution, liquidation or winding-up of the Company.

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8. SHARE-BASED COMPENSATION

The RMR Industrials, Inc. 2015 Equity Incentive Plan (the “2015 Plan”) authorizes the issuance of up to 30% of the outstanding shares of Common Stock at any time pursuant to awards made by the Company’s board of directors. As of ~~December~~June 3130, ~~2022~~2023, there were ~~915~~808,786 shares still available for future issuance under the 2015 Plan.

Stock Options

The Company grants stock options to certain employees that give them the right to acquire our Class B common stock under the 2015 Plan. The exercise price of options granted is equal to the closing price per share of our stock at the date of grant. The nonqualified options vest at a rate of 33% on each of the first three anniversaries of the grant date provided that the award recipient continues to be employed by us through each of those vesting dates and expire ten years from the date of grant. No stock option awards were granted during the ~~nine~~three months ended ~~December~~June 3130, ~~2022~~2023.

Stock Awards

During the ~~nine~~three months ended ~~December 31~~June30, ~~2022~~2023, the Company granted ~~5,000~~no restricted shares of Class B Common Stock~~, with an aggregate grant date fair value of approximately $0~~.1 ~~million,~~Restricted ~~to an employee. The restricted~~ shares vest ratably over a four-year vesting period, subject to continued service and a performance condition. During the ~~nine~~three months ended ~~December~~June 3130, ~~2022~~2023, no ~~5,000~~ restricted shares of common stock were forfeited ~~by an employee~~.

9. SEGMENT REPORTING

For the three months ~~and nine months~~ ended ~~December~~June 3130, ~~2022~~2023 and ~~2021~~2022, the Company has two reportable segments: Aggregates and Rail Park. The Aggregates segment produces chemical grade limestone for use in the aggregates market. The Rail Park segment consists of land under development to provide a rail terminal and services facility and currently has no operational activity. The Rail Park will require significant future capital investment before the segment starts generating recurring revenue. The Rail Park development commenced in the first half of calendar year 2021.

~~The Aggregates segment has a mining company customer that accounted for approximately 95% of Aggregates segment revenue for the nine months ended December 31, 2022.~~ 14

AsTable of ~~December~~ ~~31, 2022, the mining company and a construction company accounted for approximately 62% and 12% of Aggregates segment accounts receivable balance.~~Contents

The Aggregates segment has a mining company customer that accounted for approximately 58% of Aggregates segment revenue for the three months ended June 30, 2023.

As of June 30, 2023, the mining company and a construction company accounted for approximately 36% and 15% of Aggregates segment accounts receivable balance.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company evaluates performance based on profit or loss from operations before income taxes not including nonrecurring gains and losses.

The Company’s reportable segments are strategic business units that offer different products and services. They are managed separately because each business requires different technology and marketing strategies. All assets are held and all operating activities occur within the United States.


		Three months ended June 30, 2023	~~Three months ended December 31, 2022~~								~~Three months ended December 31, 2021~~
		Aggregates	~~Aggregates~~	Rail Park	~~Rail Park~~	Other/Corporate	~~Other/ Corporate~~	Total	~~Total~~		~~Aggregates~~		~~Rail Park~~		~~Other/ Corporate~~		~~Total~~
Revenue	$	$134,593	~~243,303~~$	$—	—$	$—	—$	$134,593	~~243,303~~	$	~~1,416,888~~	$	—	$	—	$	~~1,416,888~~
Gross profit (loss)		(4,656)	~~(106,876)~~	—	—	—	—	(4,656)	~~(106,876)~~		~~313,122~~		—		—		~~313,122~~
Selling, general and administrative		216,077	~~144,945~~	—	—	961,657	~~1,260,450~~	1,177,734	~~1,405,395~~		~~209,600~~		—		~~2,609,354~~		~~2,818,954~~
Property, plant and equipment, net		2,122,818	~~2,276,729~~	—	—	—	~~12,177~~	2,122,818	~~2,288,906~~		~~2,488,558~~		—		~~18,722~~		~~2,507,280~~
Land under development		—	—	22,361,233	~~10,982,866~~	—	—	22,361,233	~~10,982,866~~		—		~~6,999,401~~		—		~~6,999,401~~

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	Three months ended June 30, 2022	~~Nine months ended December 31, 2022~~								~~Nine months ended December 31, 2021~~
	Aggregates	~~Aggregates~~	Rail Park	~~Rail Park~~	Other/Corporate	~~Other/ Corporate~~	Total	~~Total~~		~~Aggregates~~		~~Rail Park~~		~~Other/ Corporate~~		~~Total~~
Revenue	$183,150	~~714,884~~$	$—	—$	$—	—$	$183,150	~~714,884~~	$	~~2,198,682~~	$	—	$	—	$	~~2,198,682~~
Gross profit (loss)	(91,561)	~~(206,440)~~	—	—	—	—	(91,561)	~~(206,440)~~		~~439,063~~		—		—		~~439,063~~
Selling, general and administrative	154,779	~~434,773~~	—	—	2,239,551	~~5,064,718~~	2,394,330	~~5,499,491~~		~~495,590~~		—		~~8,247,012~~		~~8,742,602~~
Property, plant and equipment, net	2,377,509	~~2,276,729~~	—	—	13,152	~~12,177~~	2,390,661	~~2,288,906~~		~~2,488,558~~		—		~~18,722~~		~~2,507,280~~
Land under development	—	—	8,921,225	~~10,982,866~~	—	—	8,921,225	~~10,982,866~~		—		~~6,999,401~~		—		~~6,999,401~~

Land Under Development

In 2018, the Company formed the Rocky Mountain Rail Park Metropolitan District (“District”) for the purpose of financing public improvements related to the development of approximately 620 acres, including open space and other right-of-way areas and providing ongoing operations and maintenance services related to the public improvements. Public improvements are generally any part or all of the public improvements authorized to be planned, designed, acquired, constructed, installed, relocated, redeveloped, operated, maintained and/or financed, including necessary and appropriate landscaping, appurtenances and real property to effect such improvements, as generally described in the Colorado Special District Act (Title 32, Article 1, Colorado Revised Statutes) and as may be necessary to serve the future taxpayers and inhabitants of the District, as determined by the District Board, including public improvements within and outside of the District’s boundaries.

In April 2021, the District closed on its Limited Tax General Obligation and Water Revenue Bonds, Series 2021A and 2021B (“Tax -Exempt Bonds”) raising total proceeds of approximately $65.2 million, approximately $51.2 million of which will be directly used to fund the public improvements. The Tax - Exempt Bonds are an obligation of the District and not of the Company and will be repaid through ownership taxes and other enterprise revenues collected by the District from property owners residing in the District.

Water Rights

In September 2021, the Company sold its water rights attributable to the Land under development to the District for a sales price of approximately $5.9 million. The proceeds were received on September 30, 2021, resulting in the recording of a ~~gain on sales of assets of approximately $4.8 million, which was recognized in the consolidated statement of operation for the quarter ended September 30, 2021.~~

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gain on sales of assets of approximately $4.8 million, which was recognized in the consolidated statement of operation for the quarter ended September 30, 2021.

10. COMMITMENTS AND CONTINGENCIES

Accrued Reclamation Liability

The Company incurs reclamation liabilities as part of its mining activities. Quarry activities require the removal and relocation of significant levels of overburden to access materials of usable quantity and quality. The same overburden material is used to reclaim depleted mine areas, which must be sloped to a certain gradient and seeded to prevent erosion in the future. Reclamation methods and requirements can differ depending on the quarry and state rules and regulations in existence for certain locations. As of ~~December~~June 3130, ~~2022~~2023, the Company’s undiscounted reclamation obligations totaled approximately $366,000. This obligation is expected to be settled within the next 20 years.

Reclamation costs resulting from the normal use of long-lived assets, either owned or leased, are recognized over the period the asset is in use. The obligation, which cannot be reduced by estimated offsetting cash flows, is recorded at fair value as a liability at the obligating event date and is accreted through charges to selling, general and administrative costs, inclusive of depreciation, depletion and amortization. The fair value is based on our estimate of the cost required for a third party to perform the legally required reclamation tasks including a reasonable profit margin. This fair value is also capitalized as part of the carrying amount of the underlying asset and depreciated over the estimated useful life of the asset.

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The mining reclamation reserve is based on management’s estimate of future cost requirements to reclaim property at its operating quarry site. Costs are estimated in current dollars and inflated until the expected time of payment using a future estimated inflation rate and then discounted back to present value using a credit-adjusted, risk-free rate on obligations of similar maturity adjusted to reflect our credit rating. The Company will review reclamation liabilities at least every three years for a revision to the cost or a change in the estimated settlement date. Additionally, reclamation liabilities are reviewed in the period in which a triggering event occurs that would result in either a revision to the cost or a change in the estimated settlement date. Examples of events that would trigger a change in the cost include a new reclamation law or amendment to an existing mineral lease. Examples of events that would cause a change in the estimated settlement date include the acquisition of additional reserves or early or delayed closure of a site. Any affect to earnings from cost revisions is included in cost of revenue.

A reconciliation of the carrying amount of our accrued reclamation liabilities is as follows:


Balance at April 1, 2022	$	131,552
Balance at April 1, 2023	$	144,707
Liabilities incurred		—
Accretion expense		93,~~626~~530
Balance at December 31, 2022	$	141,178
Balance at June 30, 2023	$	148,237

11. SUBSEQUENT EVENTS

On January 18, 2023, a rockslide occurred without human injury at the Mid-Continent Quarry. No operating activity was occurring at the time of the incident. It occurred on an undisturbed portion of the mountainside. The appropriate governmental and safety agencies were contacted, Bureau of Land Management (“BLM”), Colorado Division of Reclamation, Mining and Safety (“DRMS”) and Mine Safety and Health Administration (“MSHA”) and each has been on site inspecting the rockslide. RMR Aggregates is preparing an operation restart plan that will be reviewed and approved by each of the respective agencies.

On July 28, 2023, Rail Land Company executed an amendment to its $21M Construction Note. The amendment cancelled the $2M Line of Credit and increased the Construction Note to $29.5M and includes a reborrowing amount of up to $8.5M. The Construction Note incurs interest at prime rate plus 2.25% and has an amended maturity date of February 17, 2025.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This discussion includes forward-looking statements for purposes of U.S. federal securities laws. See “Cautionary Note Regarding Forward-Looking Statements”.

Overview

We were incorporated in the State of Nevada in August 2012 under the name “Online Yearbook” with the principal business objective of developing and marketing online yearbooks for schools, companies and government agencies.

In November 2014, Rocky Mountain Resource Holdings, Inc. (“RMRH”) became our majority shareholder by acquiring 5,200,000 shares of our common stock (the “Shares”), or 69.06% of the then issued and outstanding shares, pursuant to stock purchase agreements with Messrs. El Maraana and Salah Blal, our former officers and directors. The Shares were acquired for an aggregate purchase price of $357,670.

In December 2014, we changed our name to “RMR Industrials, Inc.” and on January 1, 2020, the Company changed its name from RMR Industrials, Inc. to Rocky Mountain Industrials, Inc.

In July 2016, we formed RMR Aggregates, Inc., a Colorado corporation (“RMR Aggregates”), as our wholly-owned subsidiary. RMR Aggregates was formed to hold assets whose primary focus is the mining and processing of industrial minerals for the manufacturing, construction and agriculture sectors. These minerals include limestone, aggregates, marble, silica, barite and sand.

In October 2016, pursuant to an Asset Purchase Agreement with CalX Minerals, LLC, a Colorado limited liability company (“CalX”), RMR Aggregates completed the purchase of substantially all of the assets associated with the Mid-Continent Quarry on 41 BLM unpatented placer mining claims in Garfield County, Colorado. CalX assets include the mining claims, improvements, access rights, water rights, equipment, inventory, contracts, permits, certain intellectual property rights, and other tangible and intangible assets associated with the limestone mining operation.

In January 2018, the Company formed Rail Land Company, LLC (“Rail Land Company”) as a wholly-owned subsidiary to acquire and develop a rail terminal and services facility (the “Rail Park”). Rail Land Company purchased an approximately 470-acre parcel of real property located in Bennett, Colorado in February, 2018.

In July 2018 we exercised our option to acquire an additional approximately 150 acres for a total of approximately 620 acres. The Company’s development of the Rail Park is intended to expand the customer base for our products by utilizing rail freight capabilities to reach customers in the greater Denver area and by expanding our business to include rail transportation solutions and services.

Results of Operations

Comparison of the three ~~and nine~~ months Ended ~~December~~June 3130, ~~2022~~2023 and ~~December~~June 3130, ~~2021~~2022

Revenues

Our revenues for the three-month ~~and nine-month~~ periods ended ~~December~~June 3130, ~~2022~~2023 was $~~243~~134,~~303 and $714,884~~593. This compares to revenue for the same ~~periods~~period ended ~~December~~June 3130, ~~2021~~2022 of $1183,~~416,888 and $2,198,682~~150. The decrease in revenues for the three-month ~~and~~period ~~nine-month periods~~ ended ~~December~~June 3130, ~~2022~~2023, is the result of ~~completing~~ ~~the supply of construction material for~~ a ~~warehouse~~decrease ~~construction~~in ~~project~~demand ~~that~~from ~~finished~~the inCompany’s ~~January~~primary ~~2022~~customer.

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Cost of Goods Sold

Our cost of goods sold for the three-month ~~and~~period ~~nine-month periods~~ ended ~~December~~June 3130, ~~2022~~2023 was $~~350~~139,~~179 and $921,324~~249. This compares to cost of goods sold for the same ~~periods~~period ended ~~December~~June 3130, ~~2021~~2022 of $1274,~~103,766 and $1,759,619~~711. The decrease in cost of goods sold for the three-month ~~and~~period ~~nine-month periods~~ ended ~~December~~June 3130, ~~2022~~2023 is generally the result of the decrease in revenues.

Selling, General and Administrative Expenses

Our selling, general and administrative expenses for the three-month ~~and~~period ~~nine-month periods~~ ended ~~December~~June 3130, ~~2022~~2023 were $1,~~405~~198,~~395 and $5,499,491~~654. This compares to operating expenses for the same ~~periods~~period ended ~~December~~June 3130, ~~2021~~2022 of $2,~~818~~394,~~954 and $8,742,602~~330. Selling, general and administrative expenses consisted of overhead costs related to payroll and associated benefits, consulting services from related parties, public company costs, and depreciation and amortization. The decrease is primarily related to the Company managing selling, general and administrative costs as we continue to operate in a development stage.

Interest Expense, net

Our interest expense, net for the three-month ~~and~~period ~~nine-month periods~~ ended ~~December~~June 31301, ~~2022~~2023 were $~~279~~352,~~365 and $696~~874,~~817,~~ compared to $~~170~~206,~~958~~975 ~~and $490,475~~ of interest expense for the same periods ended ~~December~~June 3130, ~~2021~~2022.

Net Income/(Loss)

Our net loss for the three-month ~~and~~period ~~nine-month periods~~ ended ~~December~~June 3130, ~~2022~~2023 was $1,~~791~~526,~~636 and $6,408,657~~184. This compares to a net loss for the same ~~periods~~period ended ~~December~~June 3130, ~~2021~~2022 of $2,~~676~~698,~~790 and $3,157,223~~775.

Liquidity and Capital Resources

As of ~~December~~June 3130, ~~2022~~2023, we had current assets of $89,~~091~~241,~~004~~182, total current liabilities of $814,~~978~~505,~~852~~909 and working capital deficiency of $~~887~~5,~~848~~264,727. We have incurred an accumulated loss of $7074,~~627~~364,~~891~~018 since inception.

In past years, the Company funded operations by using cash proceeds received through the issuance of common and preferred stock and proceeds from debt financing. However, several significant transactions have occurred ~~over the last 12 months~~ that have positively impacted the net financial position of the Company and strengthened its financial position and its ability to meet future obligation over the next 12 months without a need to raise additional funds as it has traditionally been required to do. These include:

Rail Park FDP and Final Plat were unanimously approved by the Adams County Board of County Commissioners on September 1, 2020, paving the way for lot sales and construction.

On January 14, 2021, the Company sold an 83-acre lot to a Fortune 500 company for a gross sales price of $9.1M. This purchase was the first of twelve available lots in the Rail Park. Lot sales will be a primary source of cash inflows for the Company with significant interest from many potential light and heavy industrial tenants.

The RMRP Metro District bond offering closed on April 15, 2021, raising total proceeds of approximately $65.2M. These bond proceeds will fund the public infrastructure costs of the Rail Park. Total Rail Park project cost have been budgeted at between $60M and $75M of which approximately 75% is considered public infrastructure and therefore not an obligation of the Company. The Company is responsible for the remaining approximately 25%.

Construction on the south parcels of the Rail Park (approximately 150 acres) began in April 2021. The Company has in place a construction loan facility of $12M to fund its portion of construction costs (i.e., those not funded with Metro District bond proceeds).

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To date the Company has received approximately $2M as reimbursement of “pre-construction” costs that were incurred prior to the closing of the bond offering in April.

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In September 2021, the Company sold its water rights underlying the Rail Park, to the Metro District for approximately $5.9M.

In May 2022, the Company closed on a construction loan facility of $21M and a working capital facility of $2M to provide for its developer portion of the infrastructure costs of the Rail Park.

Recently Issued Accounting Pronouncements

We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not Required

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective due to the material weakness described below.

In light of the material weakness described below, we performed additional analysis and other post-closing procedures to ensure that our condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the condensed consolidated financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

Material Weakness and Related Remediation Initiatives

Our Chief Executive Officer and Chief Financial Officer have concluded that as of ~~December~~June 3130, ~~2022~~2023, there was a material weakness in our internal control over financial reporting in that, due to budget constraints, the Company’s accounting department does not have sufficient accounting personnel (either in-house or external) necessary to ensure that complete and effective financial reporting controls are designed and implemented.

Remediation of Internal Control Deficiencies and Expenditures

We are developing a plan to address this material weakness, which includes hiring qualified accounting personnel and establishing a formal audit committee. We are uncertain at this time of the costs necessary to remediate the material weakness. Once implemented, remedial controls will have to be in place for at least several quarters before management is able to conclude that the material weakness has been remediated. We intend to continue to evaluate and strengthen our internal control over financial reporting systems. These efforts require significant time and resources. If we are unable to establish adequate internal control over financial reporting systems, we may encounter difficulties in the audit or review of our financial statements by our independent registered public accounting firm, which in turn may have a material adverse effect on our ability to prepare financial statements in accordance with GAAP and to comply with our SEC reporting obligations.

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effect on our ability to prepare financial statements in accordance with GAAP and to comply with our SEC reporting obligations.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act, during the fiscal quarter ended ~~December~~June 3130, ~~2022~~2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Not required.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the ~~nine~~three months ended ~~December~~June 3130, ~~2022~~2023, there were no sales of unregistered equity securities.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Information regarding mine safety violations is included in Exhibit 95 to this quarterly report.

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit Number		Exhibit Description

10.10*		Second Amendment to Loan agreement dated August 1, 2023, between Rail Land Company LLC and Pacific Western Bank (incorporated by reference to our form 10Q filed on August 4, 2023)
31.1 *		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 *		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 *		Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 *		Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
95*		Mine Safety Disclosures
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

*	Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ROCKY MOUNTAIN INDUSTRIALS, INC.

Date: February 3, 2023	By:	/s/ Brian Fallin
Date: August 8, 2023	By:	/s/ Brian Fallin
	Brian Fallin
	Chief Executive Officer
	(Principal Executive Officer)

Date: February 3, 2023	By:	/s/ Brian H. Aratani
Date: August 8, 2023	By:	/s/ Brian H. Aratani
	Brian H. Aratani
	Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)

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