American Resources Corp 8-K, filed Mar 18, 2021
American Resources Corp (AREC)
8-K
2021-03-18
For: 2021-03-15
View Original
Added on
April 06, 2026
About this 8-K
American Resources Corp filed this 8-K on March 18, 2021, reporting on events of March 15, 2021.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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
(State
or other jurisdiction
of
incorporation)
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000-55456
(Commission
File
Number)
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46-3914127
(I.R.S.
Employer
Identification
No.)
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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.
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ExhibitNo.
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Description
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Press Release
Dated March 15, 2021
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Press Release
Dated March 17, 2021
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Press Release
Dated March 18, 2021
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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 hereunto duly authorized.
|
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American Resources
Corporation
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|
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Date: March 18,
2021
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By:
|
/s/
Mark C.
Jensen
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|
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|
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Mark C.
Jensen
|
|
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Chief Executive
Officer
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|
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
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
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
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
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