Current Report Filing (8-k)
September 27 2019 - 8:43AM
Edgar (US Regulatory)
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): September 23,
2019
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.)
|
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.
On
September 23, 2019, American Resources Corporation entered into a
binding agreement with Bear Branch Coal LLC, a Kentucky limited
liability company, Perry County Coal LLC, a Kentucky limited
liability company, Ray Coal LLC, a Kentucky limited liability
company, and Whitaker Coal LLC, a Kentucky limited liability
company (each a “Seller” and collectively,
“Sellers”). The agreement was entered into as part of
the bankruptcy proceedings of Cambrian Holding Company LLC,
(“Cambrian), and is subject to approval by the United States
Bankruptcy Court for the Eastern District of Kentucky (the
“Bankruptcy Court”) in the chapter 11 bankruptcy cases
of the Sellers, Case No. 19-51200(GRS), by entry of an order in
form and substance acceptable to Sellers and Buyer (the “Sale
Order). Under the agreement of the Sale Order, each Seller will
sell, transfer, assign, convey and deliver to American Resources
Corporation, effective as of the Closing, all assets, rights,
titles, permits, leases, contracts and interests of such Seller
free and clear of all liens, claims, interests and encumbrances, to
the fullest extent permitted by the Bankruptcy Court.
In
consideration for the purchased assets, the Buyer will assume the
Assumed Liabilities as described in Exhibit 99.1, attached hereto
and filed herewith, including the payment of all cure costs.
Additionally, the Buyer will assume all liabilities relating to the
transferred permits and the associated reclamation and post-mining
liabilities of the purchased assets totaling approximately
$10,000,000. The Buyer will also pay Sellers the amount $1.00 upon
closing.
Refer
to Exhibit 99.1 for full Sale Order details.
Item 9.01
Financial Statements and
Exhibits.
(d)
Exhibits
The
following exhibits are attached hereto and filed
herewith.
ExhibitNo.
|
|
Description
|
|
|
General
Assignment and Assumption Agreement and Bill of Sale
|
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: September 27,
2019
|
By:
|
/s/ Mark C.
Jensen
|
|
|
|
Mark C.
Jensen
|
|
|
|
Chief Executive
Officer
|
|
American Resources (NASDAQ:AREC)
Historical Stock Chart
From Aug 2024 to Sep 2024
American Resources (NASDAQ:AREC)
Historical Stock Chart
From Sep 2023 to Sep 2024