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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest event Reported): August 1, 2023
AMERICAN RESOURCES CORPORATION |
(Exact name of registrant as specified in its charter) |
Florida |
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000-55456 |
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46-3914127 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
12115 Visionary Way,Suite 174, Fishers Indiana, 46038
(Address of principal executive offices)
(317) 855-9926
(Registrant’s telephone number, including area code)
___________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See: General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On August 1, 2023 American Resources Corporation (“American Resources” or the “Company”), received a deposit (“Deane Deposit”) whereby entering the Company’s subsidiary, American Carbon Corporation (“American Carbon” or “ACC”), into a binding letter of intent (“Letter of Intent”) to sell certain assets associated to its Deane Mining complex to Integrity Carbon Solutions LLC (“Integrity” or “ICS”). Total consideration for the Company’s Deane Mining complex is approximately $20,600,000 of enterprise value which consists of: (i) the $200,000 Deane Deposit, (ii) $800,000 paid upon the consummation of the transaction as contemplated in the Letter of Intent (“Closing Payment”), (iii) $500,000 per calendar quarter for a period twenty-one consecutive calendar quarters following the Closing Payment (“Quarterly Payments”), and (iv) the assumption and replacement of approximately $9,100,000 of associated environmental reclamation bonds.
The foregoing description of the Letter of Intent does not purport to be complete and is qualified in its entirety by reference to the complete text, which is filed as an Exhibit hereto.
Item 7.01 Regulation FD Disclosure
On August 2, 2023 American Resources Corporation issued a press release announcing that the Company has entered into a binding letter of intent to sell certain assets of American Carbon Corporation that are associated to the Company’s Deane Mining Complex.
The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are attached hereto and filed herewith.
Exhibit No. |
Description |
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2 |
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 hereunto duly authorized.
American Resources Corporation |
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Date: August 4, 2023 |
By: | /s/ Mark C. Jensen |
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Mark C. Jensen |
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Chief Executive Officer |
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3 |
EXHIBIT 1.1
EXHIBIT 99.1
American Resources Corporation Enters into a Binding Letter of Intent to Sell Assets Associated to Its Deane Mining Complex
Offer represents a $20.6 million enterprise value in the form of upfront cash, royalty interest and replacement of environmental reclamation bonds
August 3, 2023 | Source: American Resources Corporation
FISHERS, INDIANA / ACCESSWIRE / August 3, 2023 / American Resources Corporation’s (NASDAQ:AREC) (“American Resources” or the “Company”) American Carbon subsidiary, a leading producer of high quality metallurgical and specialty carbon, has entered into a binding letter of intent to sell certain assets of American Carbon Corporation that are associated to the Company’s Deane Mining Complex for a total enterprise value consideration of approximately $20.6 million. This consideration is payable to the Company in the form of an upfront cash payment, ongoing quarterly cash payments for up to $10.5 million, and the assumption of certain environmental reclamation bonds associated with related permits.
Mark Jensen, CEO of American Resources Corporation commented, “Last year, our Board of Directors and the newly formed Strategic Committee put forth a plan of action to unlock value for our shareholders, with the sale of non-core, Company assets being one of those action items. We are excited to get this letter of intent executed, which includes the commitment to closing the transaction along with the receipt of an initial upfront deposit. Furthermore, we have multiple other directives from our Strategic Committee that are intended to unlock Company value that remain in process, including the spin-off of ReElement Technologies LLC into a stand-alone public company, a spin-off of American Carbon Corporation, relocation or sale of our Perry County Resources’ assets, a distribution of its ownership interest or public offering of Novusterra, Inc., and the completion of our SPAC, American Acquisition Opportunity, Inc. We continue to progress on each one of these action items, which we believe that each and collectively can represent a substantial increase in value of American Resources Corporation.”
Mr. Jensen added, “The sale of the assets associated with the Deane Mining complex, which we view as a fantastic complex, but ultimately non-core to the direction of American Carbon Corporation, will further position American Carbon as a low-cost, streamlined, and pure play growth platform in the metallurgical carbon industry. We remain steadfast on monetizing our unique carbon platform through either production, leases or sales while also retaining our ability to produce and monetize rare earth and critical mineral concentrates from any of our deposits which can then be sold to ReElement Technologies for further separation, purification and refinement. We look forward to progressing forward with this sale and providing further updates as we advance on all fronts over the near and medium term.”
The structure of the sale transaction is $1.0 million upfront, which includes an already received $200,000 deposit, $500,000 quarterly cash payments thereafter for a total cash consideration of $11.5 million, and the assumption and replacement of approximately $9.1 million in environmental reclamation bonds.
About American Resources Corporation
American Resources Corporation is a next-generation, environmentally and socially responsible supplier of high-quality raw materials to the new infrastructure market. The Company is focused on the extraction and processing of metallurgical carbon, an essential ingredient used in steelmaking, critical and rare earth minerals for the electrification market, and reprocessed metal to be recycled. American Resources has a growing portfolio of operations located in the Central Appalachian basin of eastern Kentucky and southern West Virginia where premium quality metallurgical carbon and rare earth mineral deposits are concentrated.
American Resources has established a nimble, low-cost business model centered on growth, which provides a significant opportunity to scale its portfolio of assets to meet the growing global infrastructure and electrification markets while also continuing to acquire operations and significantly reduce their legacy industry risks. Its streamlined and efficient operations are able to maximize margins while reducing costs. For more information visit americanresourcescorp.com or connect with the Company on Facebook, Twitter, and LinkedIn.
About ReElement Technologies LLC
ReElement Technologies LLC is redefining how critical and rare earth elements are both sourced and processed while focusing on the recycling of end-of-life products such as rare earth permanent magnets and lithium-ion batteries, as well as coal-based waste streams and byproducts to create a low-cost and environmentally-safe, circular supply chain. ReElement has developed its innovative and scalable “Capture-Process-Purify” process chain in conjunction with its licensed intellectual property including 16 patents and technologies and sponsored research partnerships with three leading universities to support the domestic supply chain’s growing demand for magnet and battery metals. For more information visit reelementtech.com or connect with the Company on Facebook, Twitter, and LinkedIn.
Special Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks, uncertainties, and other important factors that could cause the Company’s actual results, performance, or achievements or industry results to differ materially from any future results, performance, or achievements expressed or implied by these forward-looking statements. These statements are subject to a number of risks and uncertainties, many of which are beyond American Resources Corporation’s control. The words “believes”, “may”, “will”, “should”, “would”, “could”, “continue”, “seeks”, “anticipates”, “plans”, “expects”, “intends”, “estimates”, or similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Any forward-looking statements included in this press release are made only as of the date of this release. The Company does not undertake any obligation to update or supplement any forward-looking statements to reflect subsequent events or circumstances. The Company cannot assure you that the projected results or events will be achieved.
Investor Contact:
JTC Team, LLC
Jenene Thomas
833-475-8247
arec@jtcir.com
RedChip Companies Inc.
Todd McKnight
1-800-RED-CHIP (733-2447)
Info@redchip.com
Company Contact:
Mark LaVerghetta
Vice President of Corporate Finance and Communications
317-855-9926 ext. 0
investor@americanresourcescorp.com