Attached files
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| EX-99.1 - BINDING TERM SHEET - American Resources Corp | arec_ex991.htm |
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 24,
2018
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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9002
Technology Lane, Fishers Indiana, 46038
(Address
of principal executive offices)
(606)
637-3740
(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.
On
October 24, 2018, American Resources Corporation’s
wholly-owned subsidiary, Quest Energy Inc., entered into a binding
term sheet with Synergy Coal, LLC (“Synergy”) and its
sole owner, Thomas M. Shelton (“Shelton”), whereby
Quest Energy will purchase the approximately 1,100 acres of land
located in Wyoming County, near Oceana, West Virginia owned by
Shelton along with all assets owned by Synergy, including
structures, real estate, surface ownership, mineral ownership,
easements, licenses, agreements, five permits, and any other
approvals required to operate coal properties, a load out, and wash
plant owned by Synergy or Shelton located in Wyoming County, near
Oceana, WV.
The
consideration paid to Shelton or his assignee is Sixteen Million
One Hundred Forty Five Thousand Four Hundred and Fifty Seven
Dollars ($16,145,457), consisting of: (1) $15,545,457 will be paid
in the form of 1,727,273 common equity shares of American Resources
Corporation, based on the closing price of $9.00 per share on the
date of the binding term sheet; (2) Three Hundred Fifty Thousand
Dollars (US$350,000) paid in cash at closing; plus (3) Two Hundred
Fifty Thousand Dollars (US$250,000) secured by a first mortgage in
the mineral purchased pursuant to this transaction, paid in the
form of $1.00 per ton for tons of coal sold (as the case may be)
either loaded on the rail or truck from the property until paid in
full.
Furthermore,
to the extent that any bonds have been posted pertaining to Synergy
WV, or future bonding is required by Synergy WV, Quest Energy will
utilize its current bonding program to replace and/or provide such
bonds. Any collateral held against the bonds pre-transaction will
be become the property of Quest Energy.
Consideration
for the acquired assets was the assumption of reclamation bonds
totaling $234,240, stock of the company valued at $15,545,457 and a
seller note of $600,000. The transaction is accounted for as an
asset purchase under ASU 2017-01.
Item 9.01 Financial Statements and
Exhibits.
(d)
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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Binding
Term Sheet between Quest Energy Inc., Synergy Coal, LLC, and Thomas
M. Shelton
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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 29,
2018
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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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