American Resources Corp 8-K, filed Apr 2, 2020
American Resources Corp (AREC)
8-K
2020-04-02
For: 2020-04-02
View Original
Added on
April 06, 2026
About this 8-K
American Resources Corp filed this 8-K on April 2, 2020.
Items reported
- Item 8.01: Other events
- 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): April 2,
2020
AMERICAN RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
|
Florida
(State
or other jurisdiction
of
incorporation)
|
000-55456
(Commission
File
Number)
|
46-3914127
(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 8.01 Other Events
On
April 2, 2020, American Resources Corporation (or the
“Company”) issued a press release announcing the
initial closing of a $13,393,207 credit facility comprised of
approximately $12,193,207 of existing
term loan and payables which will refinance existing indebtedness
from the balance sheet, plus an additional $1,200,000 of new growth
capital.
The information presented in Item 8.01 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 99.1 hereto and is
incorporated herein by reference.
Item 9.01.1.
Financial Statements and
Exhibits.
(d)
Exhibits
The
following exhibits are attached hereto and filed
herewith.
|
ExhibitNo.
|
|
Description
|
|
|
Press
Release Dated April 2, 2020
|
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: April 2,
2020
|
By:
|
/s/ Mark C.
Jensen
|
|
|
|
|
Mark C.
Jensen
|
|
|
|
|
Chief Executive
Officer
|
|
Exhibit 99.1
American Resources Corporation Announces Initial Closing of
Strategic Debt Refinancing
Company Closes on Initial Tranche of New Credit Facility to
Refinance Existing Debt and Fund Its Continued Growth of
Metallurgical Carbon Production for Steelmaking
April 2, 2020 | Source: American Resources
Corporation
FISHERS, INDIANA / ACCESSWIRE / April 2, 2020
/ American Resources
Corporation (NASDAQ:AREC)
(“American Resources” or the “Company”), a
supplier of raw materials to the rapidly growing global
infrastructure marketplace with a primary focus on the extraction,
processing and distribution of metallurgical carbon to the steel
and specialty metals industries, is pleased to announce it has
entered into an initial closing of $13.39 million credit facility
comprised of $12.19 million of existing term loan and payables
which will refinance existing indebtedness from the balance sheet,
plus an additional $1.2 million to be used for continued production
growth of metallurgical carbon. The structure enables the Company
to raise up to a total of $25 million over the next 30 days unless
expanded and or extended by the Company.
“We
are extremely pleased with the continued support of our existing
lender, business partners and new investors who have participated
in this financing round. The closing of this initial tranche
represents a significant milestone for us. Importantly, it
positions the Company for future growth, gives us confidence and
provides optionality during these volatile market conditions as
consolidation opportunities are presented,” stated Mark Jensen, Chairman and CEO of
American Resources Corporation.
The closing of the initial tranche of this credit
facility:
●
Extends
substantial amount of senior debt for two years while maintaining a
low-leveraged balance sheet;
●
Allows
participants to convert into equity at a premium to current market
prices;
●
Positions
Company with a strong capital structure to navigate this period of
economic uncertainty and enables company to be opportunistic when
market conditions normalize; and
●
Enables
the Company to capitalize on expanding worldwide infrastructure
market over the next five years and beyond.
“I am proud of our team’s many accomplishments over the
past several months, including the restructuring our most recent
acquisition, Perry County Resources, as well as organizing a debt
capital structure that will provide us with greater flexibility to
support strategic organic growth initiatives throughout the rest of
this year. We are excited to be unlocking some of the initial
growth of our robust metallurgical carbon platform at a time where
the market is projecting strong demand over the next five years for
our products to support infrastructure projects worldwide,”
added Mr. Jensen.
Financing Terms
The
two-year term debt facility bears a 12.5% annual interest and is
convertible into Class A Common Stock at $1.05 per share at the
option of the investor. Additionally, and in connection with the
loan agreement, the Company issued lenders thereunder warrants to
purchase shares of Class A Common Stock in the amount of ten
percent of the number of shares to the principal amount lent to the
Company. Each warrant will carry a two-year term with an exercise
price of $1.50.
American
Resources Corporation continues to focus on its growth objective by
efficiently leveraging its large number of core mining permits and
through identifying strategic, supplemental acquisitions. The
Company is committed to being one of the lowest cost operators in
the Central Appalachian basin (CAPP) and throughout all its carbon
mining, processing, and transportation operations.
About American Resources Corporation
American Resources Corporation is a supplier of high-quality raw
materials to the rapidly growing global infrastructure market. The
Company is focused on the extraction and processing of
metallurgical carbon, an essential ingredient used in steelmaking.
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 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 market 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
Company Contact:
Mark
LaVerghetta
317-855-9926
ext. 0
Vice
President of Corporate Finance and Communications
investor@americanresourcescorp.com
Source:
American Resources Corporation