Filing Details

The principal office address of each of the Reporting Persons is 4801 N. Butler Avenue, Building 12000, Farmington, New Mexico 87401.

The principal business of NTEC is the creation and transmission of energy. NTEC owns the Navajo Coal Mine and produces coal that supplies the Four Corners Power Plant. NTEC also owns three other surface coal mines in the Powder River Basin in Wyoming and Montana. The sole member of NTEC is the Navajo Nation. All management and oversight of NTEC is vested in its Management Committee. The name, principal occupation or employment and citizenship of each of the Executive Officers and Management Committee Members of NTEC are set forth in Exhibit 1 hereto and are incorporated by reference herein. The business address of each of the persons listed in Exhibit 1 hereto is c/o Navajo Transitional Energy Company, LLC, 4801 N. Butler Avenue, Building 12000, Farmington, New Mexico 87401.

During the past five years, neither the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Exhibit 1 hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the past five years, neither the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Exhibit 1 hereto has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The name, principal occupation or employment and citizenship of each of the Executive Officers and Management Committee Members of NTEC are set forth in Exhibit 1 hereto and are incorporated by reference herein. The business address of each of the persons listed in Exhibit 1 hereto is c/o Navajo Transitional Energy Company, LLC, 4801 N. Butler Avenue, Building 12000, Farmington, New Mexico 87401.

Item 3 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows: NTEC used $3,640,278 of available working capital to purchase the 10,111,883 shares of the Common Stock of Issuer that it holds directly. Messrs. Lund and Denetclaw received the shares of Common Stock that they hold directly as compensation paid by the Issuer for their service on the Board of Directors of Issuer.

Item 4 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows: NTEC purchased the Common Stock of the Issuer to establish an ownership position in the Issuer as a joint venture participant in a joint venture with USA Rare Earth, LLC, to develop the Round Top Deposit, as described in the periodic reports of the Issuer filed with the SEC. NTEC also has membership interests in USA Rare Earth. As described in Item 6, in connection with its purchase of Common Stock from the Issuer, NTEC obtained the right to designate two individuals to be nominated to serve on the Board of Directors of Issuer. Messrs. Lund and Denetclaw were the two individuals most recently designated by NTEC, and they served as directors until their resignations on January 28, 2025. Subsequent to the date of the investment made by NTEC in the Common Stock of Issuer, the time frame for development of the Round Top has been deferred, beyond what NTEC had found acceptable when it made its investment and had relied upon. In addition, as disclosed in the periodic reports filed by Issuer with the SEC, the Issuer has begun exploration and development activities in connection with silver deposits in New Mexico. This initiative is outside of and wholly unrelated to NTEC's principal business and strategic focus. Accordingly, on January 28, 2025, Messrs. Lund and Denetclaw notified the Issuer that they were resigning from the board effective immediately and that they would not be standing for reelection to the board. NTEC has no present intention to exercise its right to nominate replacement directors or director nominees to the Board of Directors of Issuer. NTEC currently is reviewing the disposition of its investment in the Issuer. It, however, currently does not have any plans or proposals relating to the disposition of the Common Stock that it owns.

Item 5 is hereby amended and restated to read as follows: (a) The aggregate number and percentage of shares of Common Stock to which this Schedule 13D/A relates is 10,425,211 shares of Common Stock, constituting approximately 14% of the currently outstanding Common Stock of Issuer. The aggregate number and percentage of shares of Common Stock reported herein are based upon the 74,588,426 shares of Common Stock outstanding as of November 18, 2024, as reported in the Annual Report of Issuer on Form 10-K for the fiscal year ended August 31, 2024, filed with the SEC on November 29, 2024. The disclosures in the cover pages regarding ownership of Common Stock and in Items 5 set forth herein are qualified by the following: NTEC owns directly the 10,111,883 shares of Common Stock being reported. Lund, Chief Executive Officer of NTEC, and Denetclaw, a Member of the Management Committee of NTEC (both of whom were the designated directors of NTEC on the Issuer's board of directors until their resignations), may be considered to be in a position to determine voting and investment decisions regarding the Issuer's securities held directly by NTEC. As such, each of Lund and Denetclaw may be deemed to share voting and dispositive power with NTEC with respect to these securities. In addition, NTEC, and Lund and Denetclaw may be deemed to be part of a group and may be deemed to have beneficial ownership of the shares held by such group. The filing of this Schedule 13D/A shall not be construed as an admission that any of NTEC, Lund or Denetclaw is, for purposes of Section 13(d) or 13(g) of the Securities Act of 1934, as amended, the beneficial owner of any securities held directly by any other member of such group, and any such beneficial ownership is disclaimed.

NTEC: As of the date hereof, NTEC may be deemed to be the beneficial owner of 10,111,883 shares of Common Stock, equal to 13.6% of the outstanding Common Stock, as follows: (i) Sole power to vote or direct the vote: 0 (ii) Shared Power to vote or direct the vote : 10,111,883 shares (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 10,111,883 shares LaVern K. Lund: As of the date hereof, Mr. Lund may bedeemed to be the beneficial owner of 10,274,945 shares of Common Stock, equal to 13.8% of the outstanding Common Stock, as follows: (i) Sole power to vote or direct the vote: 163,062 shares (ii) Shared power to vote or direct the vote: 10,111,883 shares (iii) Sole power to dispose or direct the disposition: 163,062 shares (iv) Shared power to dispose or direct the disposition: 10,111,883 shares Peter Denetclaw, Jr.: As of the date hereof, Mr. Denetclaw may be deemed to be the beneficial owner of 10,262,149 shares of Common Stock, equal to 13.8% of the outstanding Common Stock, as follows: (i) Sole power to vote or direct the vote: 150,266 shares (ii) Shared power to vote or direct the vote: 10,111,883 shares (iii) Sole power to dispose or direct the disposition: 150,266 shares (iv) Shared power to dispose or direct the disposition: 10,111,883 shares

On January 6, 2025, Mr. Lund was issued 32,407 shares of Common Stock by the Issuer at a price of $0.30 per share for service on the Board of Directors of Issuer for the period beginning October 1, 2024 through December 31, 2024. On the same day, Mr. Denetclaw was issued 27,778 shares of Common Stock by the Issuer at the same price for service on the Board of Directors of Issuer for the same period.

Exhibit 1: Schedule A Navajo Transitional Energy Company Directors and Executive Officers Exhibit 2: Joint Filing Agreement, dated as of January 29, 2025, by and among NTEC, Lund and Denetclaw Exhibit 3: Subscription Agreement, dated as of August 1, 2019, between NTEC and the Issuer