UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest event Reported):
(Exact name of registrant as specified in its charter) |
|
| |||
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(
(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 January 31, 2023, American Resources Corporation (“American Resources” or the “Company”) entered into a Notice of Conversion agreement ( the “Agreement”) with Golden Properties Ltd. (“ Golden Properties”) related to the conversion of the balance of Senior Convertible Debentures due March 31, 2023 of American Resources, held by Golden Properties, into shares of class A common stock of the Company. Pursuant to the Agreement, Golden Properties will convert all convertible debt in the principal amount of $9,891,241.12 into 9,420,230 shares of class A common stock of the Company.
A copy of the Agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure
On February 6, 2023, American Resources issued a press release announcing Golden Properties has elected to convert its Senior Convertible Debentures due March 31, 2023 into shares of the Company’s class A common stock.
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.
A copy of the press release is attached as Exhibit 99.2 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are attached hereto and filed herewith.
Exhibit No. |
| Description |
| ||
|
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 | |||
| Date: February 6, 2023 | By: | /s/ Mark C. Jensen | |
|
| Mark C. Jensen | |
| Chief Executive Officer | |||
3 |
EXHIBIT 99.1
EXHIBIT 99.2
American Resources Corporation Reduces Debt by Over $9 Million
Company’s largest convertible debt holder becomes the largest equity holder with conversion of debt
February 6, 2023 | Source: American Resources Corporation
FISHERS, INDIANA / ACCESSWIRE / February 6, 2023 / American Resources Corporation (NASDAQ:AREC) (“American Resources” or the “Company”), a next generation and socially responsible supplier of rare earth and critical elements, carbon and advanced carbon materials, announces that its final convertible debt holder, Golden Properties Ltd. has elected to convert all of their Senior Convertible Debentures due March 31, 2023 to shares of class A common stock of the Company in a move that reduces the debt of the Company by over $9 million and eliminate the last of the Company’s convertible debt.
Golden Properties Ltd., an early shareholder and consistent supporter of the Company, will increase its long-term equity position in the Company’s common stock through the conversion of the balance of its convertible debt, amounting to approximately $9.9 million, and resulting in approximately 9.4 million shares issued to the shareholder. Golden Properties was an original investor in American Resources Corporation and has increased its ownership steadily over time through additional investment.
Mark Jensen, CEO of American Resources Corporation commented, “We have always had a great working relationship with Golden Properties Ltd., and they have always been a long-term shareholder of our company since inception. We recently came to an agreement to increase their equity stake in American Resources Corporation through this conversion of their convertible debt to common stock, which allows us to not only further strengthen the capitalization structure of the Company by significantly reducing its debt outstanding, but also showcases the confidence in our Company by materially increasing their equity position. Since the start, Golden Properties have always demonstrated that they are a long-term shareholder of the Company and truly aligned with the other shareholders.”
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, while also helping the world achieve its goals of carbon neutrality. 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 and controlled intellectual property to best fit a new-aged economy, while being able to scale its operations to meet the growth of the markets it serves.
| 1 |
About American Resources Corporation
American Resources Corporation (NASDAQ:AREC) 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. Through its wholly owned subsidiary, ReElement Technologies, American Resources 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. 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.
Investor Contact:
JTC Team, LLC
Jenene Thomas
833-475-8247
RedChip Companies Inc.
Todd McKnight
1-800-RED-CHIP (733-2447)
Company Contact:
Mark LaVerghetta
Vice President of Corporate Finance and Communications
317-855-9926 ext. 0
| 2 |