American Resources Corp 8-K, filed Oct 7, 2020
American Resources Corp (AREC)
8-K
2020-10-07
For: 2020-10-07
View Original
Added on
July 04, 2026
About this 8-K
American Resources Corp filed this 8-K on October 7, 2020.
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): October 7,
2020
AMERICAN RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
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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
October 7, 2020, American Resources Corporation (or the
“Company”) issued a press release unveiling its wholly
owned subsidiary, American Rare Earth LLC (“American Rare
Earth”) which is focused on consolidating high-quality, low-cost,
environmentally-sensitive rare earth mineral sites within its
portfolio of assets and beyond and is currently exploring strategic
options to unlock the value of its rare earth
assets.
A copy
of the press release is attached as Exhibit 99.1 hereto and is
incorporated herein by reference.
Additionally,
the Company released an investor presentation for American Rare
Earth LLC posted to the Investor Relations page of its website,
http://americanresourcescorp.com/investor-relations
and attached to this Current Report on Form 8-K as Exhibit 99.2
(the “ARE Presentation”) and incorporated herein by
reference. The Company expects to use the ARE Presentation, in
whole or in part, and possibly with modifications, in connection
with presentations to a broad group of stakeholders in the
investment community, including current and potential investors
(institutional, retail and strategic), analysts and others after
such date.
By filing this Current Report on Form 8-K and furnishing the
information contained herein, the Company makes no admission as to
the materiality of any information in this report that is required
to be disclosed solely by reason as Regulation FD.
The information contained in the ARE Presentation is summary
information that is intended to be considered in the context of the
Company's Securities and Exchange Commission (“SEC”)
filings and other public announcements that the Company may make,
by press release or otherwise, from time to time. The
Company undertakes no duty or obligation to publicly update or
revise the information contained in this report, although it may do
so from time to time as its management believes is
warranted. Any such updating may be made through the
filing of other reports or documents with the SEC, through press
releases or through other public disclosure.
The information presented in Item 7.01 of this Current Report on
Form 8-K and Exhibit 99.1 and 99.2 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.
Item 9.01.1.
Financial Statements and
Exhibits.
The
following exhibits are attached hereto and filed
herewith.
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Exhibit No.
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Description
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Press Release Dated October 7, 2020
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ARE
Presentation posted October 7, 2020
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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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Date: October 7,
2020
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By:
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/s/ Mark C. Jensen
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Mark C.
Jensen
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Chief Executive
Officer
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Exhibit
99.1
American Resources Corporation Unveils Rare Earth
Element
Wholly Owned Subsidiary, American Rare Earth LLC
American Rare Earth focuses on consolidating high-quality,
low-cost, environmentally-sensitive rare earth mineral sites within
its portfolio of assets and beyond
Company exploring strategic options to unlock value of rare earth
assets resulting in no dilution to existing
shareholders
October 7, 2020 | Source: American Resources
Corporation
FISHERS, INDIANA / ACCESSWIRE / October 7, 2020
/ American Resources
Corporation (NASDAQ:AREC)
(“American Resources” or the “Company”), a
supplier of raw materials to the rapidly growing global
infrastructure marketplace, today unveiled its wholly owned
subsidiary, American Rare Earth LLC (“American Rare
Earth”). Through its acquisition of multiple mining complexes
over the past five years, the Company has established American Rare
Earth to organize, consolidate, evaluate and develop its owned
portfolio of high-quality, low-cost rare earth mineral
sites.
Mark Jensen, Chairmen and CEO of American Resources Corporation
commented, “The need for rare earth elements is a growing
economic theme given the growing global demand from industries such
as technology, automotive, aerospace and renewable energy. With
China accounting for approximately 80 percent of the global supply,
restoring the United States’ resource independence has become
an increasingly important topic. As a forward-thinking company, we
take pride in our ability to innovate, adapt and unlock value from
all of our existing assets. As such, we are truly excited about the
discoveries we have made at a number of our already-developed,
beneficiation ponds to capture these rare earth elements, and we
are committed to swiftly selecting a path that best unlocks the
value of these assets for our shareholders while we continue to
focus on growing our business.”
Existing Controlled Assets and Qualities
Consistent with American Resources’ commitment to maximize
the value of its complete portfolio of assets, the Company has been
working over the past several years to identify which of its
current holdings possess the most monetizable rare earth element
(“REE”) rich deposits. The Company, utilizing the
history and success in the region exemplified by the University of
Kentucky, has established a unique model for testing and evaluating
its sites that enable an efficient evaluation of the
deposits’ quality and overall potential.
Mr. Jensen added, “The historical Rare Earth developments
conducted by the University of Kentucky, with funding provided by a
U.S. Department of Energy Cooperative Agreement, has been at the
forefront of studying and producing nearly pure rare earth
concentrates from coal sources using an environmentally-conscious
and cost-effective process, which is considered a groundbreaking
accomplishment in the energy industry. We have been closely
following the University’s groundbreaking work in rare earth
elements and applaud them for their efforts and the public
dissemination of information to benefit not only the environment
but also the local community. Their successes are certainly
noteworthy in that they have been able to produce a 98 percent pure
rare earth concentrate from coal sources in one of the most
environmentally conscious and cost-effective ways. In fact,
Appalachia may be one of the few regions in which extracting rare
earths has a positive environmental impact.”
Through the Company’s environmental efforts, American Rare
Earth has initially identified and ranked its first ten rare earth
mineral beneficiation sites within the Company’s owned asset
base with the goal of building out its collection protocols. The
ten sites located in eastern Kentucky, within Pike, Letcher and
Knott counties, have already been evaluated and are being
engineered to recover and concentrate the REE’s. Additional
sites are being evaluated in Floyd and Perry counties.
Upon analysis, it has been estimated that American Rare
Earth’s initial site has the ability to produce rare earth
oxides having a mix of approximately 20% Neodymium, Praseodymium
and Dysprosium, in addition to healthy levels of Cobalt and
Lithium, all important elements used in the production of permanent
magnets, widely used in electric vehicles (EV’s) and other
technologies. Furthermore, the sites in this region are unique in
that, unlike most sites in the domestic market, they possess a low
level of thorium and other radioactive elements that can be harmful
to the environment and the process.
Collection Method - Noninvasive, Environmentally
Sensitive
The Central Appalachia region possess very unique attributes with
the collection of REE’s in that the process utilizes existing
hydro-based extraction methods to capture and extract rare earth
concentrates versus high-intensity land excavation. American
Resources is confident this low-cost process of capturing the rare
earth concentrates as compared to more intrusive mining methods
conducted throughout the world and ensures that water discharged
from these sites is environmentally sensitive and beneficial. The
method utilizes existing sites that the Company has identified and
possess specific attributes within its water sources to conduct
natural leaching that can be further supplemented to perform
natural separation.
Rare Earth Processing
As part of its targeted expansion plans, the Company has been
identifying various sites to build the first commercial scale rare
earth processing facility in the Central Appalachia market. Site
selection has been narrowed down to three locations, of which two
of the locations are located in opportunity zones that are also
deemed rural distressed areas for New Markets Tax Credit purposes.
The Company is in discussions with industry leading experts to
design and build a state-of-the-art processing facility and be able
to process material from not only the initial 10 identified sites
but also for expansion related purposes internally and as a
consolidator of third-party materials in the region.
Local Workforce and Management Team
The Company anticipates that as part of its rare earth development,
the workforce expansion could result in 15 near-term, permanent
jobs created in the local community with the goal of ramping to
approximately 120 jobs in the next few years. The job functions and
performance would create jobs that meet the immense skillset of the
local workforce, many of which would be filled from the mining
labor force, while also offering on-the-job training opportunities
for new applicants. As part of the Company’s strategic
options discussed below, American Rare Earth anticipates building
out a separate management and executive team to drive the future
value for all shareholders along with the support of American
Resources Corporation’s existing operational
team.
Strategic Options – No Dilution to Existing
Shareholders
American Resources is utilizing a streamlined and focused process
to evaluate various strategic options to further develop the
American Rare Earth business line to best unlock the value of its
REE assets which include:
1.
Grants
and government-based funding that are widely available for such
development;
2.
Joint
ventures or strategic sale of the assets; or
3.
The
filing of an SEC Form 10-12B which would allow the Company to
“spin off” the REE portfolio of assets into a newly
listed public company which would then pursue the prospect of a
follow-on underwritten financing or private placement.
As part of its strategic evaluation process for unlocking value,
the Company is strictly focused on ensuring that the future growth
from the rare earth assets results in no dilution to existing
shareholders of American Resources Corporation. It is anticipated
that, should the Company sell to a strategic partner or spin off
into a separate public company, a majority of the shares received
would be distributed as a dividend to the Class A Common Stock
shareholders of American Resources Corporation in the
future.
The
American Rare Earth presentation can be viewed here on the Investor Relations
section of the Company’s website.
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
Exhibit
99.2
