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): November 23,
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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Effective
November 23, 2020, the Board of Directors (the “Board”)
of American Resources Corporation (or the “Company”)
appointed Gerardine Botte, Ph.D. to its Board of Directors. Dr.
Botte will serve as an Independent Director and a member of the
Board’s Audit and Compensation Committees.
Dr. Botte currently serves as a Professor and the
Whitacre
Department Chair in Chemical Engineering at Texas Tech
University and is a
recognized visionary in Electrochemical Science Dr. Botte has over 21 years of experience in the
development of electrochemical processes and advanced water
treatment. She has served in leadership roles for the
Electrochemical Society and is currently the Chair of the
Electrochemical Process Engineering and Technology Division of the
International Society of Electrochemistry. Dr. Botte obtained her
Ph.D. and M.E., both in Chemical Engineering, from the University
of South Carolina, and received her B.S. in Chemical Engineering
from Universidad de Carabobo (Venezuela).
Dr. Botte will participate in the
Company’s standard independent director compensation
program, as described in the Company’s annual statement filed
with the Securities and Exchange Commission. There is no
arrangement or understanding pursuant to which Dr. Botte was
elected as a director, and there are no related party transactions
between the Company and Dr. Botte that would require disclosure
under Item 404(a) of Regulation S-K.
Additionally, effective November 23, 2020, Randal Stephenson
transitioned from his role as Independent Director and Chairman of
the Audit Committee to a new role as the inaugural member of the
Company’s Strategic Advisory Board. The Strategic Advisory
Board’s goal is to aid in the advancement of the
Company’s operations to economically deliver raw materials
products through leveraging expertise of diverse industry
backgrounds, and to provide relationship support, industry support
and overall guidance and insights into American Resources’
growth cycles of all three divisions. The
Strategic Advisory Board function is an informal committee that
will assist the Company in its overall development and growth as
well as strengthening its specific industry footprints. In Mr.
Stephenson’s replacement, Michael Layman, who has served as
an Independent Director and member of the Audit Committee for
American Resources Corporation, has been appointed to Chairman of
the Audit Committee. Mr. Stephenson’s decision to
transition to a new role on the Company’s Strategic Advisory
Committee was not due to any disagreement with the Company,
including with respect to any matter relating to the
Company’s operations, policies or practices.
Furthermore,
effective November 23, 2020, the five Directors and Mr. Stephenson
each received compensation for their role on the Board of Directors
or the Strategic Advisory Board for the calendar year 2021 the
amount of 25,000 options each. The options have a strike price of
$1.64 per share, the closing share price on November 23, 2020, are
immediately issued and vested to each respective person, and have a
seven-year term.
Lastly, effective November 23, 2020 the Company’s Board of
Directors and Compensation Committee formalized employment
agreements (the “Agreement(s)”) for the following
officers: Mark C. Jensen, Chief Executive Officer, Thomas M. Sauve,
President, and Kirk P. Taylor, Chief Financial
Officer.
Upon entering into Agreements with Mr. Jensen, Mr. Sauve and Mr.
Taylor, documenting their compensation and other terms and
conditions of their employment, this Current Report on Form 8-K is
being filed by the Company to disclose the material terms and
conditions of the Agreements and the Agreements are being attached
as Exhibits 1.1, 1.2 and 1.3 hereto and incorporated herein by
reference.
Item 8.01. Other Events.
On
November 24, 2020, American Resources Corporation issued a press
release regarding the appointment of Gerardinbe Botte, Ph.D. to the
Company’s Board of Directors as well as the formation of a
joint venture between the Company’s wholly owned subsidiary,
American Rare Earth LLC and Dr. Botte to develop and commercialize technologies for
critical elements and graphene production from carbon-based
deposits under the newly established and jointly controlled limited
liability company, Advanced Carbon Materials LLC. In a
separate press release, also issued on November 24, 2020, the
Company announced that it will be presenting at the H.C. Wainwright
Mining Conference on November 30, 2020 at 12:00 PM ET and will be
available for one-on-one meetings with
qualified members of the investment community who are registered to
attend the virtual conference.
Also,
on November 25, 2020, American Resources Corporation issued a press
release regarding the formation of the Company’s Strategic
Advisory Board. As such, Randal
Stephenson, a valued member of the Company’s Board of
Directors, will transition from his role on the Board of Directors
to the founding member of the Strategic Advisory Board, an informal
committee that will assist the Company in its overall development
and growth as well as strengthening its specific industry
footprints.
The information presented in Item 8.01 of this Current Report on
Form 8-K and Exhibit 99.1, 99.2 and 99.3 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.
The
following exhibits are attached hereto and filed
herewith.
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ExhibitNo.
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Description
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Employment Agreement Between American Resources and Mark
Jensen
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Employment Agreement Between American Resources and Tom
Sauve
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Employment Agreement Between American Resources Kirk
Taylor
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Press Release Dated November 24, 2020
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Press Release Dated November 24, 2020
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Press Release Dated November 25, 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: November 25,
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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American Resources, wholly
owned subsidiary, American Rare Earth LLC Enters into Joint Venture to Develop and
Commercialize Critical Element and Graphene
Technologies
Joint venture partners with Gerardine
Botte, Ph.D., Texas Tech University Professor and Department
Chair to develop and commercialize technologies production
from carbon-based deposits
Dr. Botte is Professor and
Whitacre
Department Chair in Chemical Engineering at Texas Tech
University and is a
recognized visionary in Electrochemical Science
Dr. Botte appointed to the American Resources Board of Directors
and will advise and help to expand the Company’s current
suite of environmentally positive production methods of Rare Earth
and Critical Element Division
November 24, 2020 | Source: American Resources
Corporation
FISHERS, INDIANA / ACCESSWIRE / November 24, 2020
/ American Resources
Corporation (NASDAQ:AREC)
(“American Resources” or the “Company”), a
next generation and socially responsible supplier of raw materials
to the new infrastructure marketplace, today announced its
subsidiary, American Rare Earth LLC, has entered into a joint
venture with Gerardine Botte, Ph.D., a Texas Tech University
Professor and the Whitacre Department Chair in Chemical Engineering
to develop and commercialize technologies for critical elements and
graphene production from carbon-based deposits under the newly
established and jointly controlled limited liability company,
Advanced Carbon Materials LLC (“ACM”). Additionally,
the Company has appointment Gerardine (Gerri) Botte, Ph.D.to its
Board of Directors as an Independent Director.
ACM is a newly formed company in partnership between the
Company’s wholly owned subsidiary, American Rare Earth LLC,
and Dr. Botte, whereby ACM will focus on developing new
technologies for both critical elements (rare earth elements) and
graphene production to bring domestic production to the
electrification marketplace, including the needs of the Department
of Energy, Department of Defense and electric vehicle production.
Dr. Botte’s extensive work in advanced water treatment ACM
will look to license existing technologies in both segments as well
as develop new technologies in partnership with Dr. Botte. American
Rare Earth LLC will own a 49% equity interest and 95% revenue
interest in the new LLC.
Mark Jensen, Chairman and CEO of American Resources Corporation
commented, “We couldn’t be more excited to welcome
Gerri as a member to our Board of Directors. Gerri brings a wealth
of knowledge and experience to our Company that will undoubtedly
help steer American Resources and its more forward-thinking
initiatives. Gerri will be instrumental in working with all of our
technology partners in directing our Critical Element and Rare
Earth division on a path of innovation and growth as well as
assessing prospective opportunities in graphene and battery
production. Gerri’s extensive work in advanced water
treatment will be integral in our environmentally beneficial,
hydro-based, rare earth collection as well as ensuring that our
critical element processing methods discharge water in the most
environmentally sensitive way. Her energy, spirit and knowledge fit
extremely well with the goals of our team and the direction of our
Company.”
Dr. Botte has over 21 years of experience in the development of
electrochemical processes and advanced water treatment. She has
served in leadership roles for the Electrochemical Society and is
currently the Chair of the Electrochemical Process Engineering and
Technology Division of the International Society of
Electrochemistry. Dr. Botte also serves as the Editor in Chief of
the Journal of Applied Electrochemistry. In 2014, she was named a
Fellow of the Electrochemical Society for her contributions and
innovation in electrochemical processes and engineering. She became
a Chapter Fellow of the National Academy of Inventors in 2012. In
2010, she was named a Fellow of the World Technology Network for
her contributions on the development of sustainable and
environmental technologies. Prior to Texas Tech, Dr. Botte was
University Distinguished Professor and Russ Professor of Chemical
and Biomolecular Engineering at Ohio University, the founder and
Director of Ohio University’s Center for Electrochemical
Engineering Research, and the founder and Director of the
Consortium for Electrochemical Processes and Technology – an
Industry University Cooperative Research Center. Her
entrepreneurial spirit has led to the commercialization of various
technologies and has founded and co-founded various companies to
help achieve this goal.
Dr.
Botte added, “I am pleased to
join the board of directors of American Resources. The
Company’s innovative management team with its willingness to
think outside the box, is leading the industry forward on a path of
prosperity, while ensuring it stays focused on safety and
efficiency. It’s a very exciting time in the Company’s
history and I am confident we can effectively drive both its
organic growth and innovation in commercializing its American Rare
Earth initiatives.”
In addition to the work being conducted in conjunction with Dr.
Botte, Advanced Carbon Materials LLC will work to secure other
patents, technologies, and licenses in the fields of extraction,
processing, and commercialization of critical elements, rare earth
elements, and graphene production with other research institutions
as the company progresses to become a leader in the critical
element production space.
American
Resources Corporation is focused on running a streamlined and
efficient operation to economically deliver raw materials products
to meet its customers’ demands. 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 while being able to scale
its operations to meet the growth of the markets it
serves.
For more information on Dr. Gerardine Botte visit:
https://www.depts.ttu.edu/provost/facultybios/19-20/Gerardine-Botte.php
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
American Resources Corporation to Present at the H.C. Wainwright
Mining Conference
Presentation by CEO Mark Jensen with live video webcast on Monday,
November 30 at 12:00 PM ET
November 24, 2020 | Source: American Resources
Corporation
FISHERS, INDIANA / ACCESSWIRE / November 24, 2020
/ American Resources
Corporation (NASDAQ:AREC)
(“American Resources” or the “Company”), a
next generation and socially responsible supplier of raw materials
to the new infrastructure marketplace, announced today that Mark
Jensen, Chairman and CEO of American Resources Corporation, will
present at the H.C. Wainwright Mining
Conference on Monday, November
30th
at 12:00 PM ET.
In addition to the presentation, management will be available for
one-on-one meeting with qualified members of the investment
community who are registered to attend the conference. For more
information, please visit the conference website
here.
A
live video
webcast of the presentation will be available on the
Investors
section of the Company’s website (americanresourcescorp.com). The
video webcast replay will be made available two hours following the
event and will be archived for 90 days.
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
American Resources Corporation Forms Strategic Advisory
Board
Advisory Board will be comprised of leading experts with diverse
industry backgrounds supporting Carbon, Metals and Critical / Rare
Earth
Randal Stephenson, a 3-year member of the Company’s Board of
Directors, will transition to assist and guide the Advisory Board
as its inaugural member
November 25, 2020 | Source: American Resources
Corporation
FISHERS, INDIANA / ACCESSWIRE / November 25, 2020
/ American Resources
Corporation (NASDAQ:AREC)
(“American Resources” or the “Company”), a
next generation and socially responsible supplier of raw materials
to the new infrastructure marketplace, today announced the
formation of a Strategic Advisory Board to aid in the advancement
of its streamlined and efficient operations to economically deliver
raw materials products through leveraging expertise of diverse
industry backgrounds. The Strategic Advisory Board function is an
informal committee that will assist the Company in its overall
development and growth as well as strengthening its specific
industry footprints. The goal of the Advisory Board is to provide
relationship support, industry support and overall guidance and
insights into American Resources’ growth cycles of all three
divisions.
Randal Stephenson, a valued member of the Company’s Board of
Directors, will transition as the founding member of the Strategic
Advisory Board to lead and guide its development. As a member of
the Company’s Board for the last three years, Mr. Stephenson
has played an instrumental role in helping guide American Resources
through its public offering as well as capital raising the Company
has achieved to-date.
Mark Jensen, Chairman and CEO of American Resources Corporation
commented, “We are very excited to expand our capabilities,
team and knowledge base with the creation of our Strategic Advisory
Board. As a member of our Board over the course of the past three
years, Randal played a hand in the growth of American Resources
into a diversified producer of metallurgical carbon, metal
recycling and critical / rare earth element development. He has
proven to be a team player that has helped the Company through
multiple acquisitions, financings and restructurings over the
years, and we’re excited to have someone of his caliber lead
this important initiative. As we continue to speak with and seek
additional members to bolster the knowledge and expertise of this
Strategic Advisory Board, we look forward to building on the
momentum and unlocking the potential for innovation and
modernization of our industry.”
American Resources will look to add individuals that can provide
expertise and guidance as it advances at the holding company level
as well as the three divisions described below:
●
American Carbon - A producer and
processor of met carbon, PCI and stoker products to the new steel
and infrastructure marketplace. The Company puts a large emphasis
on efficiencies within its operations to ensure a low cost, high
quality production base for many generations to come.
●
American Metals - An aggregator and
processor of used steel primarily for the electric arc furnace
marketplace. The Company is focused on establishing efficient
supply chains to provide its customer base high volumes of
processed steel, largely from sources that no longer fits a modern
day economy, to be recycled into new steel for a variety of
purposes.
●
American Rare Earth - An environmentally
positive solution to the production, concentration and processing
of critical and rare earth elements. The division is focused on
restoring the rare earth supply chain back to the United States in
the most cost effective, environmentally positive and socially
conscious way. The division plans on producing and selling rare
earth concentrate in the 2021 fiscal year with the goal of building
the first processing facility in the eastern part of the U.S. to
process to the element level.
American
Resources Corporation is focused on running a streamlined and
efficient operation to economically deliver raw materials products
to meet its customers’ demands. 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 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 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
