American Resources (NASDAQ:AREC) Enters into Binding Merger Agreement with CGrowth Capital

American Resources Corporation, a leading energy company, announced on December 30, 2024, that its majority-owned subsidiary, American Infrastructure Corporation (AIC), has entered into a binding term sheet with CGrowth Capital, Inc. (CGRA) defining the primary terms of a significant merger agreement.

As per the terms of the agreement outlined in the term sheet, CGRA will acquire 100% of AIC’s issued and outstanding common stock, including the common stock of its shareholders on a fully diluted basis. Simultaneously, CGRA will issue Ten Million shares of newly created Series A Preferred Stock (the “Series A”) to AIC shareholders proportionate to their ownership in AIC. This strategic move will result in AIC becoming a wholly-owned subsidiary of CGRA, with AIC shareholders trading their common stock for the newly issued Series A shares.

The Series A Preferred Stock will provide holders with non-dilution rights, converting collectively into 92.0% of the fully diluted outstanding shares of CGRA common stock until the conversion trigger is met. The conversion of Series A shares to common stock will happen either at the discretion of the holder, automatically upon CGRA’s uplisting to a senior stock exchange in the United States, or automatically 12 months following the issuance.

Future progressions will involve the finalization of a definitive merger agreement (the “Merger Agreement”) detailing the terms and conditions as per the term sheet. Additionally, the Merger Agreement will encompass further representations, warranties, covenants, conditions, and terms typical of transactions of this nature.

The details provided in this announcement are in relation to the term sheet and are not exhaustive. Interested parties can refer to the full text of the term sheet, incorporated as Exhibit 10.1 in the current report.

The financial statements and exhibits pertaining to this development are available for review. Exhibit 10.1 contains the detailed Term Sheet between American Infrastructure Corporation, CGrowth Capital, Inc., and American Resources Corporation.

Mark C. Jensen, the Chief Executive Officer of American Resources Corporation, signed off on the report on January 6, 2025. This move signifies a significant step in the merger process, which holds the potential for positive strategic outcomes for all parties involved in the transaction.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read American Resources’s 8K filing here.

About American Resources

American Resources Corporation, together with its subsidiaries, extracts, processes, transports, and sells metallurgical coal to the steel and industrial industries. It supplies raw materials; and sells coal used in pulverized coal injections. The company was founded in 2006 and is headquartered in Fishers, Indiana.