8-K - AREC - Equibles

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): March 15, 2021

AMERICAN RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

Florida<br><br><br>(State<br>or other jurisdiction<br><br><br>of<br>incorporation)	000-55456<br><br><br>(Commission<br><br><br>File<br>Number)	46-3914127<br><br><br>(I.R.S.<br>Employer<br><br><br>Identification<br>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 7.01. Regulation FD Disclosure

On March 15, 2021, American Resources Corporation (or the “Company”) issued a press release announcing the appointment of long-time mining operator and executive, Gregory “Bernie” Mason as President of the Company’s American Carbon subsidiary.

On March 17, 2021, American Resources Corporation (or the “Company”) issued a press release announcing that the Company is moving forward with the commercialization of its rare earth element (“REE”) technology process chain with building of a 2kW rare earth processing electrolysis facility utilizing the previously announced acquired technology and patents from Ohio University.

On March 18, 2021, American Resources Corporation (or the “Company”) issued a press release announcing that American Acquisition Opportunity Inc., a blank check company (the “SPAC” or “AMAO”), in which the Company has an indirect investment, priced its initial public offering of 10,000,000 units at $10.00 per unit. The units will be listed on the Nasdaq Capital Market (“Nasdaq”) and will begin trading today, Thursday, March 18, 2021, under the ticker symbol “AMAOU”. Each unit consists of one share of the Company’s Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share. Only whole warrants are exercisable and will trade. Once the securities comprising the units begin separate trading, shares of the Class A common stock and warrants are expected to be listed on Nasdaq under the symbols “AMAO” and “AMAOW,” respectively.

AMAO is targeting acquisitions in the land holding and resource industry and will focus on advancing land and resource assets towards a modern-day business model of clean energy, recycling and redevelopment, and social impact.

The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1, 99.2 and 99.3 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.

A copy of the press releases are attached as Exhibit 99.1, 99.2 and 99.3 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

The following exhibits are attached hereto and filed herewith.

ExhibitNo.	Description
99.1	Press Release<br>Dated March 15, 2021
99.2	Press Release<br>Dated March 17, 2021
99.3	Press Release<br>Dated March 18, 2021

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<br>Corporation
Date: March 18,<br>2021	By:	/s/ <br>Mark C.<br>Jensen
		Mark C.<br>Jensen
		Chief Executive<br>Officer

arc_ex991

Exhibit 99.1

American Resources Corporation Strengthens Team with Appointment of Well-Established Industry Executive to Oversee American Carbon Subsidiary

Bernie Mason will oversee the Company’s metallurgical carbon operations as President of American Carbon

Mr. Mason brings years of mining experience and success to the Company’s low-cost, high-growth carbon platform

Mr. Mason’s appointment provides additional capacity for management to steer overall innovation, expansion and execution of the Company Including American Rare Earth Division

March 15, 2021 | Source: American Resources Corporation

FISHERS, INDIANA / ACCESSWIRE / March 15, 2021 / American Resources Corporation (NASDAQ:AREC) (“American Resources” or the “Company”), a next generation and socially responsible supplier of raw materials to the new infrastructure and electrification marketplace, today announced the appointment of long-time mining operator and executive, Gregory “Bernie” Mason as President of the Company’s American Carbon subsidiary.

Mr. Mason commented, “I have known the American Resources team for some time and it’s very exciting to be joining their family and innovative, low-cost platform that they have built over the past five years. We have a tremendous opportunity to be a stable and meaningful supplier of high-quality raw materials to the growing steel and infrastructure marketplace as the need to upgrade our infrastructure to fit a greener economy expands. The efforts they have put forth to restructure these premium complexes to be cost competitive and stable producers of metallurgical carbon will be very apparent during our ramp up of production over the next three years.”

Mr. Mason has held several senior level management positions within the coal industry over the past 40 years. Most recently, Mr. Mason served as the President and CEO of Xinergy LTD, a publicly listed mining company with multiple sites throughout Central Appalachia, until 2016. Prior to Xinergy, Mr. Mason served as Chief Operating Officer for Energy Coal Resources as well as Appalachian Fuels, LLC where he oversaw all aspects of those fully integrated mining companies. During the 1990’s, Mr. Mason was Vice President of Technical Services for Addington Enterprises, the fourth largest coal mining company in the United States, with 60 million tons of annual production located in nine states.

Mark Jensen, Chairman and CEO of American Resources Corporation commented, “First and foremost, we’re really excited to have someone of Bernie’s caliber oversee our metallurgical carbon operations. Most importantly, Bernie understands our model and culture, which is focused on quality and performance to our shareholders and customers, our people and our low-cost operating model. He brings a wealth of knowledge, experience and a great network to American Resources. Bernie’s knowledge of our asset base, region and operating structure make him a great fit as we bring our operations back online and efficiently scale our revenue generation. Additionally, having completed the restructuring of these assets and now bringing in Bernie to grow the revenue base from American Carbon complexes significantly frees my time up to focus on the innovative direction of American Rare Earth and execute on our goals to help restore the critical and rare earth supply chain back to the United States while at the same time providing innovative environmental solutions.”

American Resources Corporation, with its three divisions, American Carbon, American Rare Earth and American Metals is built to leverage the growth of infrastructure and electrification markets that are predicted to see significant expansion over the next decade. The current administration in United States has stated its intention to advance a green economy, which will require substantial infrastructure redevelopment and a significant spend on U.S. produced steel as well as growth in the electric vehicle fleet.

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.

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.

PR Contact

Precision Public Relations

Matt Sheldon

917-280-7329

matt@precisionpr.co

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

arc_ex992

Exhibit 99.2

American Resources Corporation to Build 2kW Mobile Electrolytic Cell Rare Earth Processing Plant

Facility represents the advancement to commercialization for Company’s rare earth element processing facility utilizing electrolysis technology

Interviewing potential project managers and securing office space to design and build facility currently underway

March 17, 2021 | Source: American Resources Corporation

FISHERS, INDIANA / ACCESSWIRE / March 17, 2021 / American Resources Corporation (NASDAQ:AREC) (“American Resources” or the “Company”), a next generation and socially responsible supplier of raw materials to the new infrastructure and electrification marketplace, today announced that it is moving forward with the commercialization of its rare earth element (“REE”) technology process chain with building of a 2kW rare earth processing electrolysis facility utilizing the previously announced acquired technology and patents from Ohio University in addition to its partnership with sponsored research programs and Dr. Gerardine Botte.

This facility represents a novel approach for the revalorization of coal, coal waste, and coal byproducts such as fly ash, utilizing Coal Electrolytic Cell (CEC) technology for the production of REE concentrate, carbon, purified fly ash and hydrogen. The design is based on successful analysis utilizing electrolysis of fly ash that was from a representative Ohio facility with particle size less < 75lm leading to the production of hydrogen in the cathode of the cell and the extraction of 65% Yttrium (Y), 59% Dysprosium (Dy), and 76% Ytterbium (Yb).

Dr. Botte comments, “The analysis to date is proof-of-concept indicating that the proposed approach will be a paradigm change to revalorize coal, fly ash and coal by-products, minimize waste, and enable sustainability goals by cleaning up and reprocessing coal fly ash waste producing green infrastructure and energy product feedstocks. This technology is unique when applied to fly ash given its ability to separate the rare earth elements by breaking the bond created with the unburned carbon during the combustion stage allowing for the production of rare earth concentrates and other monetizable byproducts. This facility represents the immediate step to commercialize this technology and to showcase a low-cost structure and value-added products that can be produced from environmental waste feedstocks.”

The design of the initial facility has a total capex of less than $1.0 million and is in the form of a mobile application that can be transported from internal and external sites to process and evaluate the specific fly ash and coal-based feedstocks at each location. The facility will enable the Company to determine the specific economics of each feedstock site and the revenues that will be generated from the critical and rare earth elements, the fly ash-to-concrete market, and the recovered carbon and the hydrogen generated during the process. Upon determination of each site’s economics, the Company will potentially build a local processing facility at certain sites to further expand the revenue base. The Company is in discussions with a number of external sites that have legacy landfills that can be reprocessed to clean up the environment and act as additional feedstocks to the Company’s internal carbon-based feedstocks.

Mark Jensen, CEO of American Resources Corporation added, “Having signed this contract less than a quarter ago to finalize the acquisition of the patented technology rights, and now today being able to announce our progress to move forward with the build of the first facility, showcases our desire to move rapidly on the commercialization process. The electrolysis stage of our ‘Capture – Process – Purify’ technology process chain is a game changer when it comes to producing low-cost environmentally safe REE concentrate. What makes it unique is that we can sustainably reprocess and recycling coal waste, coal byproducts and fly ash to produce REE concentrate but also produce revenue-generating byproducts during the process itself, further lowering our cost structure during the process. With this technology, combined with our chromatography technology, we are confident that we have the processes, assets, technology and team to help restore and redefine the domestic supply chain of critical and REEs providing a real cost effective and environmentally safer solution for the US economy and national security.”

The Company is currently interviewing an impressive list of project managers that understand the technology and will lead the build phase alongside Dr. Botte and our sponsored research programs. The facility is expected to be built over the next six months with the goal of deploying into the field in the third / fourth quarter of 2021. The Company will provide transparency on each phase of the build process as it achieves specific milestones with the goal of making significant progress on the build in the second quarter of this year.

The specific electrolysis technology which was previously announced and licensed with exclusive domestic rights, and the exclusive option on international rights was developed by Dr. Gerardine Botte, the current Whitacre Department Chair in Chemical Engineering at Texas Tech University, board member of American Resources Corporation and Chief Technical Officer of Advanced Carbon Materials, a subsidiary of American Resources Corporation. Dr. Botte developed and patented these technologies when she served as Ohio University’s Distinguished Professor and Russ Professor of Chemical and Biomolecular Engineering.

American Resources continues to focus on running efficient streamlined operations in being a new-aged supplier of raw materials to the infrastructure and electrification marketplace in the most sustainable of ways. By operating with low or no legacy costs and having one of the largest and most innovative growth pipelines in the industry, American Resources Corporation works to maximize value for its investors by positioning its large asset base to best fit a new-aged economy, while being able to scale its operations to meet the growth of the markets it serves.

About American Resources Corporation

Facebook,

Twitter, and

LinkedIn.

Special Note Regarding Forward-Looking Statements

PR Contact

Precision Public Relations

Matt Sheldon

917-280-7329

matt@precisionpr.co

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

arc_ex993

Exhibit 99.3

American Resources Corporation Announces Pricing of $100,000,000 Company Sponsored SPAC - American Acquisition Opportunity Inc.

Company’s SPAC is targeting acquisitions in the land holding and resource industry,

and will focus on advancing land and resource assets towards a modern-day business model of clean energy, recycling and redevelopment, and social impact.

March 18, 2021 | Source: American Resources Corporation

FISHERS, INDIANA / ACCESSWIRE / March 18, 2021 / American Resources Corporation (NASDAQ:AREC) (“American Resources” or the “Company”), a next generation and socially responsible supplier of raw materials to the new infrastructure and electrification marketplace, today announced that American Acquisition Opportunity Inc., a blank check company (the “SPAC” or “AMAO”), in which the Company has an indirect investment, priced its initial public offering of 10,000,000 units at $10.00 per unit. The units will be listed on the Nasdaq Capital Market (“Nasdaq”) and will begin trading today, Thursday, March 18, 2021, under the ticker symbol “AMAOU”. Each unit consists of one share of the Company’s Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share. Only whole warrants are exercisable and will trade. Once the securities comprising the units begin separate trading, shares of the Class A common stock and warrants are expected to be listed on Nasdaq under the symbols “AMAO” and “AMAOW,” respectively.

American Acquisition Opportunity Inc. is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an initial business combination target in any business or industry, it intends to focus its search on land and resource holding companies, with the potential to create, support, and/or innovate for the new economy.

Kingswood Capital Markets, division of Benchmark Investments, Inc. is acting as the sole book running manager for the offering. The Company has granted the underwriters a 45-day option to purchase up to an additional 1,500,000 units at the initial public offering price to cover over-allotments, if any.

The offering is being made only by means of a prospectus. Copies of the prospectus may be obtained, when available, from Kingswood Capital Markets, division of Benchmark Investments, Inc., Attn: Syndicate Department, 17 Battery Place, Suite 625, New York, New York 10004, by telephone at (212) 404-7002, by fax at (646) 861-4697, or by email at syndicate@kingswoodcm.com.

A registration statement relating to the SPAC securities has been filed with, and declared effective by, the Securities and Exchange Commission (“SEC”) on March 17, 2021. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Special Note Regarding Forward-Looking Statements

PR Contact

Precision Public Relations

Matt Sheldon

917-280-7329

matt@precisionpr.co

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