EXHIBIT 10.1
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):
Item 1.01 Entry into a Material Definitive Agreement.
On August 30, 2022, American Resources Corporation (“American Resources” or the “Company”) entered into an asset sale and new leadership agreement (collectively the “Agreement”) with Novusterra Inc. (“Novusterra”) related to certain patents and technologies held by American Resources related to the development, production and commercialization of graphene and carbon nanostructures (the “Graphene Technologies”). Pursuant to the Agreement, American Resources will:
| 1. | Sell the exclusive rights to the Graphene Technologies held by American Resources Corporation to Novusterra Inc. for 4.0 million shares valued at $4.00 per share; |
|
|
|
| 2. | Andrew Weeraratne will step down from the board and as an officer of Novusterra. Dr. Greg Jensen will be named CEO and Director. Dr. Gerardine Botte will be named Chief Technology Officer and Mark LaVerghetta will be named Chairman of the Company, Mark Jensen will step down as Chairman; and |
|
|
|
| 3. | Novusterra Inc. will issue: |
|
|
|
| a. | Dr. Gregory Jensen: 1.1 million. |
| b. | Dr. Gerardine Botte to join as the CTO: 1.0 million. |
| c. | Jeff Peterson as Vice President of Operations: 350,000. |
| d. | Tarlis Thompson as Vice President of Operations: 100,000. |
| e. | Christian Alvarez Pugliese as Vice President of Research: 150,000. |
| f. | David Sauve as Vice President of Marketing: 50,000. |
The Novusterra shares issued are not registered and will not be registered in connection with the Agreement under the Securities Act of 1933, as amended (the “Securities Act”), or any state’s securities laws, on the grounds that the transaction in which the shares are to be issued qualifies for applicable exemptions from the securities registration requirements of such statutes. The exemptions being claimed include, but are not necessarily limited to, those available under Section 4(a)(2) of the Securities Act and the reliance by Novusterra upon the exemptions from the securities registration requirements of the federal and state securities laws, is predicated in part on the representations, understandings and covenants set forth in the Agreements.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement between American Resources and Novusterra which is attached as Exhibit 10.1 to this Current Report and incorporated by reference herein.
Item 7.01. Regulation FD Disclosure
On August 31, 2022, American Resources Corporation (or the “Company”) issued a press release announcing the sale of the exclusive patent rights of its carbon nanostructure and graphene technology to Novusterra Inc. for $16 million paid in all Class A common Novusterra shares.
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 99.1 hereto and is incorporated herein by reference.
2 |
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits |
The following exhibits are attached hereto and filed herewith.
Exhibit No. | Description | |
Agreement between American Resources Corporation and Novusterra Inc. | ||
|
3 |
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: September 6, 2022 | By: | /s/ Mark C. Jensen | |
|
| Mark C. Jensen | |
| Chief Executive Officer | |||
4 |
EXHIBIT 10.1
EXHIBIT 99.1
American Resources Corporation Sells Exclusive Rights to Carbon
Nanostructure and Graphene Patents
American Resources Corporation has agreed to sell their exclusive patent rights in
Carbon Nanostructure and Graphene technology to Novusterra Inc. in exchange for $16
Million worth of Novusterra stock
Members of American Resources Corporation will take over the management of
Novusterra Inc. as well as join its Board of Directors
American Resources intends to dividend a majority of the shares that it receives
through this transaction to its underlying investors at or before Novusterra’s public
offering, which is still subject to exchange and SEC approvals
August 31, 2022 | Source: American Resources Corporation
FISHERS, INDIANA / ACCESSWIRE / August 31, 2022 / 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 to the new infrastructure and electrification marketplace, today announced that it has sold its exclusive patent rights in carbon nanostructure and graphene technology to Novusterra Inc. (“Novusterra”) for $16 million paid in all Class A common Novusterra shares.
Mark Jensen, Chief Executive Officer of American Resources Corporation commented, “We believe this transaction with Novusterra will enable us to unlock the value of these technologies for American Resources’ shareholders as well as establish a platform and team for growing the business opportunity and maximizing the value of the technologies themselves. Graphene is one of the most exciting technologies in the market today given its wide array of applications in high-value products such as batteries and sustainable infrastructure materials. Utilizing carbon as a feedstock to provide a low-cost input for commercial applications ensures that higher volume markets for carbon nanostructures can be capitalized on cost effectively. With Novusterra applying for their public listing, it will provide a platform for growth, ability to expand the team and position the company for future success.”
Pursuant to terms of the transaction:
| - | Dr. Gregory Jensen, PhD will be named Chief Executive Officer and Director of Novusterra and Dr. Gerardine (Gerri) Botte as the Chief Technical Officer; |
|
|
|
| - | Mark LaVerghetta will be named Chairman of the Board, other board members will include: Dr. Byron Price, Eugene Nichols and Goran Antic; |
|
|
|
| - | Novusterra will fund the sponsored research program at Texas Tech University to advance the preprocessing, carbon nanostructure and graphene technology to commercialization; |
| - | Novusterra will work to list on a public exchange in an effort to fund the development and commercialization of the technology with a focus on infrastructure and battery storage applications; |
|
|
|
| - | Novusterra will have rights to lease certain properties and facilities in Indiana, Kentucky and West Virginia from American Resources which will allow for synergistic opportunities for both companies as they work to develop a consistent and sustainable feedstock of carbon material; and |
|
|
|
| - | Novusterra and ReElement Technologies will collaborate and enter into a joint services agreement on electrolysis technology which is utilized in both companies’ processes and will therefore generate additional synergies and cost saving technologies. |
Graphene is an allotrope of carbon consisting of a single layer of atoms arranged in a two-dimensional honeycomb lattice nanostructure. The name is derived from graphite reflecting the fact that the graphite allotrope of carbon contains numerous double bonds. Graphene is extremely thin and extremely light yet harder than diamonds. Graphene has become a valuable and useful nanomaterial due to its exceptionally high tensile strength, electrical conductivity, transparency, and being the thinnest two-dimensional material in the world. The global market for graphene is rapidly expanding with most of the demand focused on development in semiconductor, electronics, electric batteries, and composites.
The transaction is subject to final documentation.
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 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.
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. American Rare Earth 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.
PR Contact
Precision Public Relations
Matt Sheldon
917-280-7329
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