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
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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 16, 2022 American Resources Corporation (the “Company”) and its wholly-owned subsidiary, American Carbon LLC entered into an equipment loan (the “Equipment Loan”) with Maxus Capital Group (“Maxus”), as lender, in the principal amount of $15,000,000.
The Equipment Loan is evidenced by the Master Agreement for Lease (“Master Agreement”) effective August 16, 2022. The Equipment Loan bears a monthly rental factor of 0.0318 based on the full lease facility advance of $15,000,000, and based on current H.15, 3-year interest rates, as reported in the Federal Reserve Statistical Release Selected Interest Rates. The Equipment Loan carries a 36-month term and is secured by certain equipment of the Company. Upon funding, the Equipment Loan is anticipated to bear an effective, initial interest rate of approximately 14.48% over the term of the loan.
The foregoing description of the Equipment Loan does not purport to be complete and is qualified in its entirety by reference to the full text of the Master Agreement, which is attached as Exhibit 10.1 to this Current Report and incorporated by reference herein.
Item 7.01. Regulation FD Disclosure
On August 22, 2022, American Resources Corporation (or the “Company”) issued a press release announcing that it secured a non-dilutive, $15,000,000 equipment loan that can be draw against at the Company’s discretion for growth initiatives.
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are attached hereto and filed herewith.
Exhibit No. | Description | |
Master Agreement between American Resources Corporation and Maxus Capital Group | ||
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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.
American Resources Corporation | |||
| Date: August 22, 2022 | By | /s/ Mark C. Jensen | |
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| Mark C. Jensen | |
| Chief Executive Officer | |||
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EXHIBIT 10.1
EXHIBIT 99.1
American Resources Corporation Expands Non-Dilutive, Growth-Driven Credit Facility for Its American Carbon Division
$15 million credit facility provides access to non-dilutive, growth capital to further expand revenues and cashflow
Provides company operational and strategic flexibility to expand production and maximize margins that can be drawn upon at the discretion of management
August 22, 2022 | Source: American Resources Corporation
FISHERS, INDIANA / ACCESSWIRE / August 22, 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, along with its wholly-owned subsidiary American Carbon LLC, has expanded a non-dilutive, traditional asset backed credit line of $15 million that can be drawn against for growth initiatives.
Kirk Taylor, Chief Financial Officer of American Resources Corporation commented, “We are excited to be able expand this non-dilutive capital source that can be drawn upon for additional growth initiatives at our American Carbon division. It is important for our business lines to be set up to run independently as we embark on our growth-driven initiatives at both American Carbon and ReElement Technologies, and these financing structures enable us to do this while also being opportunistic on our growth opportunities. Having this flexible capital in place also enables American Resources, as a whole, to opportunistically enact certain valuation creation initiatives that our specialty committee evaluates.”
The expanded credit facility, with the Company’s existing lender Maxus Capital Group, is a traditional equipment loan secured by certain equipment of the Company American Carbon division. The equipment loan allows the Company to draw up to $15 million and carries a 36-month term. Based on a full lease facility advance, it is anticipated the equipment loan will bear an effective initial interest rate of approximately 14.48% over the term of the loan. Furthermore, with separate financing facilities at both the ReElement Technologies and American Carbon subsidiaries, American Resources has further financial flexibility to execute on select value creation initiatives that the Company’s recently announced special committee believes are beneficial.
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.
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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
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
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