Current Report Filing (8-k)
August 06 2019 - 3:58PM
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): July 31,
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 July
31, 2019, American Resources Corporation (ARC) entered into a
binding term sheet for the proposed acquisition of certain assets
of Blackjewel, L.L.C., Blackjewel Holdings L.L.C., Revelation
Energy, LLC, and their subsidiaries (collectively,
“Blackjewel”) that are debtors under chapter 11 of the
Bankruptcy Code in the United States Bankruptcy Court for the
District of West Virginia (Case Number 19-bk-30289). The terms of
the proposed transaction, attached hereto as Exhibit 99.1, are for
American Resources Corporation to purchase the majority of
Blackjewel’s assets generally known by Blackjewel and its
parties as the “Eastern” assets (excluding the sub-set
of the Eastern assets generally known as the “Pax
assets”). The consideration for the Eastern assets, American
Resources would pay (i) One Hundred Dollard ($100.00) cash at
closing, (ii) up to Eight Million Dollars ($8,000,000) cash in the
form of a Royalty Payment, and (iii) assume the Eastern
asset’s assumed obligations.
Item 9.01
Financial Statements and
Exhibits.
(d)
Exhibits
The
following exhibits are attached hereto and filed
herewith.
ExhibitNo.
|
|
Description
|
|
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Proposed
Term Sheet by ARC for certain Blackjewel assets in the Chapter 11
bankruptcy proceedings in the United States Bankruptcy Court for
the District of West Virginia
|
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
|
|
|
|
|
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Date: August 6,
2019
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By:
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/s/ Mark C.
Jensen
|
|
|
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Mark C.
Jensen
|
|
|
|
Chief Executive
Officer
|
|
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