American Resources Corporation’s (NASDAQ: AREC) ("American
Resources") wholly-owned subsidiary, American Metals LLC (“American
Metals”), and AI Transportation Acquisition Corp (Nasdaq: AITR), a
publicly-listed special purpose acquisition company (“AITR”), today
announced that American Metals and AITR have executed a definitive
business combination agreement (the “Business Combination
Agreement”) for a proposed business combination (the “Business
Combination”) in a transaction valued at $170,000,000.
Pursuant to the Business Combination Agreement,
each of AITR and American Metals will become wholly-owned
subsidiaries of a newly formed Delaware corporation, Electrified
Materials Corporation ("Pubco"), which will serve as the parent
company of AITR and American Metals following the consummation of
the Business Combination. It is anticipated that the combined
company will be listed on the Nasdaq Stock Market under the ticker
symbol “EMCO.”
American Metals is a cutting-edge recycler of
metals to the electrified economy and processor of used metals and
minerals to be recycled and further refined into new steel-based,
battery-grade and magnet-grade products. Today, American Metals
operates within the U.S. with its origins being the reclamation of
former thermal coal mines. By leveraging its regional logistics and
infrastructure as well as its knowledge and affiliation with
ReElement Technologies Corporation (“ReElement”), an
industry-leading refining technology platform, American Metals
expects to expand its presence in the high-growth market of used
steel, rare-earth elements, battery materials while also cleaning
up old infrastructure left behind from the declining mining
industry.
The exploding demand for these metals worldwide
is expected to result in an undersupply, threatening the
realization of the energy transition. Despite their scarcity, the
recycling rate for many critical metals is below 5%, with total
recycled metals in batteries currently around
1%, and recycling rate of certain rare earths even below
1%, according to the World Economic Forum’s April 24, 2024 report.1
American Metals is uniquely positioned to be a leading producer of
critical metals while contributing to a reduction in global
greenhouse gases. Importantly, American Metals has also established
a complete closed-loop supply chain for such materials through its
non-exclusive partnership with ReElement to refine such material to
battery and magnet grade (lithium, cobalt, nickel, rare earth
elements and copper).
Mark Jensen, Chairman and CEO
of American Resources Corporation said, “This is
an exciting moment for American Metals. Our American Metals
division is uniquely positioned to expand its business in the
recycling marketplace through direct engagements as well as joint
venture partnerships such as with ReElement Technologies
Corporation. The company has been working with additional partners
on cutting edge technologies to reduce labor costs and maximize
margins for shareholders in the recycling process. This business
combination provides American Metals an exciting growth platform to
further capitalize its business to expand its footprint and use of
technology and automation in the recycling business of rare earth
magnets, battery materials, copper, aluminum and ferrous metals,
while also leveraging its partnership with ReElement to aggregate
and process a variety recycled feedstocks. We’re excited to
continue to foster this business combination with the AITR team to
generate attractive value for our shareholders.”
Mr. Yongjin Chen,
Chairman and CEO
of AITR added, “We’re thrilled to partner with the
American Metals team to capitalize on their proven track record and
support the expansion of their operations to meet the demand for
critical metals. Moreover, a significant amount of energy
greenhouse gas emission reductions is possible from the scaleup of
renewable technologies, many of which rely on critical metals. We
have strong confidence in American Metals' management team and
business model. We look forward to a successful closing of the
Business Combination."
The completion of the Business Combination is
subject to regulatory approvals, the approval of the transaction by
the shareholders of AITR and American Metals, and the
satisfaction or waiver of other customary closing conditions.
Throughout the Business Combination, AITR will
endeavor to support American Metals’ business growth to strengthen
American Metals’ position in the high-growth market of used steel
and rare-earth metals markets. American Metals believes that its
planned listing, in addition to creating a capital platform for its
development and gaining the attention of investors in the
international capital markets, will further promote American
Metals’ growth strategy.
Additional information about the Business
Combination, including a copy of the Business Combination
Agreement, will be available in a Current Report on Form 8-K to be
filed by AITR with the Securities and Exchange Commission (the
"SEC"), followed by a Registration Statement on Form S-4 to be
filed by Pubco with the SEC.
Advisors
Rimon P.C. serves as United States legal counsel
to AITR and Ogier (Caymans) serves as Cayman Islands counsel. Loeb
& Loeb LLP serves as United States legal counsel to American
Metals LLC. ARC Group Limited is acting as sole financial advisor
to AITR.
About American Resources Corporation
American Resources Corporation (NASDAQ: AREC) is
a next-generation, environmentally and socially responsible
supplier of high-quality raw materials to the new infrastructure
market. The American Resources is focused on the extraction and
processing of metallurgical carbon, an essential ingredient used in
steelmaking, critical and rare earth minerals for the
electrification market, and reprocessed metal to be recycled.
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 and rare earth
mineral 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 and electrification markets 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 American Resources on Facebook, Twitter, and LinkedIn.
About American Metals LLC
American Metals LLC (“American Metals”) was
formed by, and is a wholly-owned subsidiary of, American Resources
Corp (Nasdaq: AREC). American Metals is a cutting-edge recycler of
metals for the electrified economy. It controls the preprocessing
of both end of life magnets, batteries and ferrous metals that
enables American Metals to ensure a domestic supply chain for
copper, aluminum, steel, plastic as well as rare earth and battery
elements through its refining partnership with ReElement
Technologies, LLC, another wholly-owned subsidiary of American
Resources Corp.
About AI Transportation
Acquisition Corp.
AI Transportation Acquisition Corp. (“AITR”) is
a blank check company formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more
businesses. Efforts to identify a prospective target business will
not be limited to a particular business, industry or sector or
geographical region. On November 8, 2023, AITR consummated an
initial public offering of its units, with each unit consisting of
one ordinary share and one right to receive one-eighth (1/8) of one
ordinary share upon consummation of AITR’s initial business
combination.
Important
Information About the Proposed Business Combination and Where to
Find It
For additional
information on the proposed transaction, see AITR’s Current Report
on Form 8-K, which will be filed concurrently with this press
release. In connection with the proposed transaction, AITR intends
to file relevant materials with the SEC, including a registration
statement on Form S-4, which will include a proxy
statement/prospectus, and other documents regarding the proposed
transaction. AITR’s shareholders and other interested persons are
advised to read, when available, the preliminary proxy statement/
prospectus and the amendments thereto and the definitive proxy
statement and documents incorporated by reference therein filed in
connection with the proposed business combination, as these
materials will contain important information about American Metals
and AITR and the proposed business combination.
Promptly after the Form S-4 is declared
effective by the SEC, AITR will mail the definitive proxy
statement/prospectus and a proxy card to each shareholder entitled
to vote at the meeting relating to the approval of the business
combination and other proposals set forth in the proxy
statement/prospectus. Before making any voting or investment
decision, investors and shareholders of AITR are urged to carefully
read the entire registration statement and proxy
statement/prospectus, when they become available, and any other
relevant documents filed with the SEC, as well as any amendments or
supplements to these documents, because they will contain important
information about the proposed transaction. The documents filed by
AITR with the SEC may be obtained free of charge at the SEC’s
website at www.sec.gov, or by directing a request to AITR, 10 East
53rd Street, Suite 3001, New York, New York 10022.
Participants
in the Solicitation
AITR and certain of
its directors, executive officers and other members of management
and employees may, under SEC rules, be deemed to be participants in
the solicitation of proxies from AITR’s shareholders in connection
with the proposed transaction. A list of the names of those
directors and executive officers and a description of their
interests in AITR will be included in the proxy
statement/prospectus for the proposed business combination when
available at www.sec.gov.
Information about
AITR’s directors and executive officers and their ownership of AITR
shares of common stock is set forth in AITR’s final prospectus for
its for its initial public offering filed with the SEC on November
9, 2023, and as amended and filed on November 13, 2023, as modified
or supplemented by any Form 3 or Form 4 filed with the SEC since
the date of such filing. Other information regarding the interests
of the participants in the proxy solicitation will be included in
the proxy statement/prospectus pertaining to the proposed business
combination when it becomes available. These documents can be
obtained free of charge from the source indicated above.
American Metals and
its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the shareholders
of AITR in connection with the proposed business combination. A
list of the names of such directors and executive officers and
information regarding their interests in the proposed business
combination will be included in the proxy statement/prospectus for
the proposed business combination.
Additional information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests is included in
the proxy statement/prospectus filed with the SEC on Form S-4.
Shareholders, potential investors and other interested persons
should read the proxy statement/ prospectus carefully when it
becomes available before making any voting or investment decisions.
You may obtain free copies of these documents from the sources
indicated above.
Cautionary
Statement Regarding Forward-Looking Statements
Certain statements
contained in this press release constitute “forward-looking
statements” within the meaning of federal securities laws.
Forward-looking statements may include, but are not limited to,
statements with respect to (i) trends in the financial advisory
industry, including changes in demand and supply related to
American Metals’ products; (ii) American Metals’ growth prospects
and American Metals’ market size; (iii) American Metals’ projected
financial and operational performance including relative to its
competitors; (iv) new product and service offerings American Metals
may introduce in the future; (v) the potential transaction,
including the implied enterprise value, the expected post-closing
ownership structure and the likelihood and ability of the parties
to consummate the potential transaction successfully; (vi) the risk
the proposed business combination may not be completed in a timely
manner or at all, which may adversely affect the price of AITR
securities; (vii) the failure to satisfy the conditions to the
consummation of the proposed business combination, including the
approval of the proposed business combination by the shareholders
of AITR; (viii) the effect of the announcement or pendency of the
proposed business combination on AITR’s or American Metals’
business relationships, performance and business generally; (ix)
the outcome of any legal proceedings that may be instituted against
AITR or American Metals related to the proposed business
combination or any agreement related thereto; (x) the ability to
maintain the listing of AITR on Nasdaq; (xi) the price of AITR’s
securities, including volatility resulting from changes in the
competitive and regulated industry in which American Metals
operates, variations in performance across competitors, changes in
laws and regulations affecting American Metals’ business and
changes in the combined capital structure; (xii) the ability to
implement business plans, forecasts, and other expectations after
the completion of the proposed business combination and identify
and realize additional opportunities; and (xiii) other statements
regarding AITR’s or American Metals’ expectations, hopes, beliefs,
intentions and strategies regarding the future.
In addition, any
statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any
underlying assumptions are forward-looking statements. The words
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intends,” “outlook,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “would,” and similar
expressions may identify forward-looking statements, but the
absence of these words does not mean that a statement is not
forward-looking. Forward-looking statements are predictions,
projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are
subject, are subject to risks and uncertainties.
You should carefully
consider the risks and uncertainties described in the “Risk
Factors” section of AITR’s final prospectus filed with the SEC on
November 9, 2023, and as amended and filed on November 13, 2023,
for its initial public offering and, the proxy statement/prospectus
relating to this transaction, which is expected to be filed by AITR
with the SEC, other documents filed by AITR from time to time with
SEC, and any risk factors made available to you in connection with
AITR, American Metals, and the transaction. These forward-looking
statements involve a number of risks and uncertainties (some of
which are beyond the control of American Metals and AITR) and other
assumptions, that may cause the actual results or performance to be
materially different from those expressed or implied by these
forward-looking statements. AITR and American Metals caution that
the foregoing list of factors is not exclusive.
No Offer or
Solicitation
This press release
relates to a proposed business combination between AITR and
American Metals, and does not constitute a proxy statement or
solicitation of a proxy and does not constitute an offer to sell or
a solicitation of an offer to buy the securities of AITR or
American Metals, nor shall there be any sale of any such securities
in any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of such state or jurisdiction.
Contacts
American Resources or American Metals Contact:Mark
LaVerghettaVice President of Corporate Finance and
Communications317-855-9926 ext.
0investor@americanresourcescorp.com
AI Transportation Acquisition CorpMr. Yongjin ChenChief
Executive Officer10 East 53rd Street, Suite 3001New York, NY
10022Email: chenyongjin@ds-cap.com
SOURCE: AI Transportation
Acquisition Corp and American Resources Corporation
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