Current Report Filing (8-k)
October 03 2019 - 4:09PM
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 27,
2019
AMERICAN RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
Florida
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000-55456
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46-3914127
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(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 2.01 Completion of Acquisition or Disposition of
Assets
On
September 27, 2019, American Resources Corporation (or the
“Company”) closed on the acquisition of certain assets offered for sale through the
bankruptcy proceedings of Cambrian Holding Company, Inc.
(“Cambrian”). Under the transaction, American Resources
has acquire the majority of assets and operations of Perry County
Coal LLC, a Kentucky limited liability company and operating
subsidiary of Cambrian, as well as its affiliates, Bear Branch 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 purchase of these assets were governed 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) and was a Court-supervised
process under Section 363 of the U.S. Bankruptcy Code. Under
the agreement of the Sale Order, each Seller has, transferred,
assigned, conveyed and delivered 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 $9,614,000. The Buyer will also pay
Sellers the amount of $1.00.
Item 9.01. Financial Statements and
Exhibits.
(d)
Exhibits
The
following exhibits are attached hereto and filed
herewith.
Exhibit No.
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Description
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General
Assignment and Assumption Agreement and Bill of Sale
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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 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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