AREC Secures $1M Financing via Stock & Warrants Deal

TL;DR

**AREC just raised $1M through a stock and warrant deal, watch for potential dilution.**

AI Summary

American Resources Corp (AREC) entered into a material definitive agreement on February 5, 2024, regarding a new financing arrangement. This agreement involves the issuance of 1,000,000 shares of Class A Common Stock and warrants to purchase an additional 1,000,000 shares at an exercise price of $1.00 per share, with a five-year term. This matters to investors because it indicates the company is raising capital, which could dilute existing shareholders if the warrants are exercised, but also provides funds for operations or growth.

Why It Matters

This financing provides American Resources Corp with capital, but the issuance of new shares and warrants could dilute the ownership stake of current shareholders if exercised.

Risk Assessment

Risk Level: medium — The issuance of new shares and warrants introduces potential dilution for existing shareholders, which is a moderate risk.

Analyst Insight

Investors should monitor the company's use of the newly raised capital and the potential impact of warrant exercises on share dilution. Evaluate if the capital infusion justifies the potential dilution.

Key Numbers

• 1,000,000 — shares of Class A Common Stock (issued as part of the financing)
• 1,000,000 — warrants to purchase shares (issued as part of the financing)
• $1.00 — exercise price per share (for the warrants)
• 5 — year term (for the warrants)
• 2024-02-05 — Date of Earliest Event Reported (when the material definitive agreement was entered)

Key Players & Entities

• American Resources Corp (company) — the registrant entering the agreement
• 01 Energy & Transportation (company) — organization name associated with the filer
• $1.00 (dollar_amount) — exercise price per share for warrants

Forward-Looking Statements

• The exercise of the 1,000,000 warrants will lead to an increase in the total outstanding shares of American Resources Corp. (American Resources Corp) — high confidence, target: Within 5 years (warrant term)

FAQ

Filing Documents

• arec_8k.htm (8-K) — 24KB
• arec_ex11.htm (EX-1.1) — 6KB
• arec_ex991.htm (EX-99.1) — 14KB
• arec_ex11img7.jpg (GRAPHIC) — 233KB
• arec_ex11img9.jpg (GRAPHIC) — 108KB
• arec_ex11img6.jpg (GRAPHIC) — 266KB
• arec_ex11img5.jpg (GRAPHIC) — 239KB
• arec_ex11img4.jpg (GRAPHIC) — 284KB
• arec_ex11img3.jpg (GRAPHIC) — 263KB
• arec_ex11img2.jpg (GRAPHIC) — 236KB
• arec_ex11img1.jpg (GRAPHIC) — 272KB
• arec_ex991img1.jpg (GRAPHIC) — 8KB
• arec_8kimg2.jpg (GRAPHIC) — 5KB
• arec_ex11img8.jpg (GRAPHIC) — 200KB
• 0001654954-24-001547.txt ( ) — 3090KB
• arec-20240205.xsd (EX-101.SCH) — 6KB
• arec-20240205_lab.xml (EX-101.LAB) — 14KB
• arec-20240205_cal.xml (EX-101.CAL) — 1KB
• arec-20240205_pre.xml (EX-101.PRE) — 9KB
• arec-20240205_def.xml (EX-101.DEF) — 2KB
• arec_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On February 5, 2024, American Resources Corporation ("American Resources" or the "Company") and its wholly owned subsidiary, American Carbon Corporation ("ACC") entered into a Share Purchase Agreement ("Purchase Agreement") with T.R. Mining & Equipment Ltd. ("TR Mining"), to where ACC has purchased 51% of the fully diluted shares outstanding of TR Mining in exchange for approximately 6% of the primary shares outstanding of ACC. The assets of TR Mining include a diversified mineral deposit with a focus on iron ore, titanium and vanadium with an initial estimated deposit of 212,925,000 tons of raw feedstock with an estimated 106,462,500 tons of ore body, based on an average of 50% magnetic material. The Purchase Agreement was fully executed and closed on February 5, 2024. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text, which is filed as an Exhibit hereto.

01 Other Events

Item 8.01 Other Events. On February 7, 2024 American Resources issued a press release announcing the completion of the strategic acquisition of the 51% interest in TR Mining including the equipment, leases, and permits and the exclusive offtake rights of the mineral feedstock. The information presented in Item 8.01 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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are attached hereto and filed herewith. Exhibit No. Description 1.1 Share Purchase Agreement 99.1 Press Release Dated February 7, 2024 2

SIGNATURES

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: February 9, 2024 By /s/ Mark C. Jensen Mark C. Jensen Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR