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): December 31,
2018
AMERICAN
RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
|
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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9002
Technology Lane, 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
1.01 Entry into a Material Definitive Agreement.
Item
2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
On
December 31, 2018, American Resources Corporation
(“ARC”) entered into a Loan Agreement with Integrity
Coal Sales, Inc. (“Integrity”) in which Integrity
agreed to loan ARC up to $6.5 million, with $3.0 million advanced
by Integrity to ARC on December 31, 2018 and the balance available
for to ARC on a scheduled basis thereafter upon request of ARC. The
promissory note carries a 5.0% annual interest rate and interest
and principal shall be repaid to Integrity at a specific per-ton
rate out of the proceeds of future coal sales to Integrity. The
amounts advanced by Integrity to ARC mature on April 1, 2020. The
promissory note is secured by the assets of ARC. ARC will use the
proceeds of the promissory note for coal production expansion at
ARC’s McCoy Elkhorn subsidiary, along with general corporate
purposes.
On
December 31, 2018, ARC entered into a coal purchase order with
Integrity Coal Sales for the sale of 50,000 tons per month of
metallurgical coal from ARC’s McCoy Elkhorn Coal LLC
subsidiary starting in March 2019 and ending in January 2021. The
price of each ton coal sold to Integrity is $97.00 from March 2019
to January 2020 and then from February 2020 to January 2021 subject
to an index with a pricing collar of $80 to $120 of each ton sold.
The principal amounts loaned by, and interest payable to, Integrity
to ARC under the Loan Agreement shall be repaid to Integrity at a
per-ton rate of $13.50 until the promissory note is
repaid.
Item 9.01
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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Loan
Agreement
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Promissory
Note
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Security
Agreement
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Purchase
Order
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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: January 3,
2019
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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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