Integrated Rail & Resources Inc.

Overview

Integrated Rail & Resources Inc., formerly TSII, completed a Business Combination on December 12, 2025. The company's core assets are at Asphalt Ridge in northeastern Utah. The primary objective is to upgrade and restart the on-site Facility to process third-party crude feedstock into refined products under contract with STUSCO (Shell Trading US Company), using existing mine, processing infrastructure, and transload/terminal assets.

Scope and business model

• Owns and controls Asphalt Ridge assets:
  • Approximately 760 acres of core land (fee simple) across the South “A” and “D” Tracts.
  • A permitted large-scale mine on the South “A” Tract.
  • An extraction/refining facility on the A Tract, including refining equipment, oil tanks, storage, and a transload truck terminal.
  • Operating leases for a flare stack and pipeline on Trust Lands in Uintah County, Utah, with a weighted average remaining term of ~17.75 years.
• Strategic focus:
  • Reactivate and modernize existing assets to provide refining services and logistics with a capital-efficient path to commercialization.
  • Initial refinery capacity target of 16,500 barrels per day (bpd), with planned expansions to match demand.
  • Most existing refining equipment will be repurposed; additional equipment and process modifications will be designed and installed.
  • Permits are in place; amendments are expected to address feedstock, product slate, and capacity. The company believes it is over-permitted relative to the new plan.
• Engineering program:
  • FEL Phase 1 completed January 2025 (Becht Engineering BT, Inc.).
  • FEL-2 completed January 2026 (Becht transitioning to owner’s support).
  • FEL-3 expected by April 2026.
  • Target in-service date for the refinished facility: second half of 2027.

Shell Commitment Agreement with STUSCO (effective May 7, 2025)

• STUSCO is the exclusive supplier of crude to the Facility and the exclusive purchaser of refined products for an initial seven-year term after start-up, with automatic two-year renewals unless STUSCO terminates.
• The company bears costs and risks of restoration and operation; conditions precedent include completion of construction and regulatory approvals.
• Pricing will be based on published market indices with fixed differentials.
• Agreement provisions include exclusivity, right of first refusal on expansions, most-favored-nation terms, termination rights, force majeure, and indemnification.
• STUSCO may curtail or cease activities during the term and may decline to exercise extension options under specified circumstances.

Assets and facilities

• Property: Asphalt Ridge, Uinta Basin, Utah — 760 acres of drilled land (fee simple), with the A and D Tracts containing the most concentrated reserves.
• Mine: Permitted large-scale mine on the South “A” Tract.
• Facility: Refining infrastructure and processing capability tied to the mine, including refining equipment and a transload/terminal complex.
• Transportation/terminal: On-site transload and terminal facility with planned expansion to support feedstock and product movement.
• Regulatory: Existing permits with planned amendments for the new feedstock, product slate, and capacity.

Market, products, and customers

• Target market: Refining and logistics in Utah and the broader western U.S.
• Principal customer: STUSCO, which is the exclusive crude supplier and exclusive purchaser of refined products under the Shell Commitment Agreement. This arrangement is intended to provide an anchor contract and volume to support operations.
• Planned product mix: Diesel, jet/marine fuels, specialty lubricants, and LPGs, with volumes and pricing aligned to customer needs and market indices.
• Competitive position: Emphasis on transportation advantages and proximity to STUSCO to improve regional economics.

Operations status and timeline

• Throughput target: 16,500 bpd initially, with capacity to expand.
• Engineering and permitting status:
  • FEL Phase 1 complete (January 2025); FEL-2 complete (January 2026); FEL-3 expected April 2026.
  • In-service target: second half of 2027.
  • Permits are in place with anticipated amendments.

Corporate and financial highlights

• Employees: 5 (as of December 31, 2025).
• Revenue: No substantial revenue in 2024 or 2025.
• Net income (loss):
  • 2025: net loss of $20,882,176.
  • 2024: net loss of $4,822,902.
• Liquidity and capitalization (as of December 31, 2025):
  • Cash: $372,165.
  • Working capital deficit: $35,499,089.
• Financing activity since December 31, 2025:
  • Approximately $5.7 million raised in 2026.
  • January 23, 2026: Securities Purchase Agreement with Creto IRRX PIPE Investment, LLC for $5.0 million of Series A Convertible Preferred Stock (with potential to subscribe for up to $3.0 million additional within 60 days).
  • Investments by Creto IRRX PIPE Investment, LLC: $2,550,000 on January 23, 2026 and $2,750,000 on February 6, 2026.
  • March 23, 2026: additional $450,000 investment for 4,500 shares of Series A Convertible Preferred Stock.
  • Convertible mechanics provide for conversion into common stock subject to merger-related arrangements; prior notes converted to common stock upon closing of the merger (not yet issued as of 12/31/2025).
• Corporate status:
  • After the Business Combination, TSII became a wholly owned subsidiary.
  • The company qualifies as an emerging growth company and a smaller reporting company under SEC rules.
• Contingencies and litigation:
  • Tyr Energy Utah Logistics, LLC filed suit in September 2024; the suit was dropped by December 17, 2025. No material ongoing litigation was reported as of the filing.

Summary

Integrated Rail & Resources Inc. is advancing a pre-operational oil sands and refining project at Asphalt Ridge, Utah. The company controls a substantial mineral and processing footprint, including a permitted tar sands mine and associated refinery/terminal complex. The plan is to restore and upgrade existing assets to process third-party crude under the Shell Commitment Agreement with STUSCO, move through final engineering phases, and reach commercial operations targeted for the second half of 2027. Financing activity in 2026 has supplemented the company’s capital position to support development and planned operations.