American Resources Corporation's (NASDAQ:AREC) ("American Resources" or the "Company") subsidiary American Infrastructure Corporation ("AIC"), a raw material supplier to the infrastructure marketplace with a focus on iron ore, titanium and metallurgical carbon, has entered into a binding term sheet to merge with CGrowth Capital, Inc. (OTC PINK:CGRA) ("CGrowth Capital" or "CGRA") as part of its spin out from American Resources Corporation. In conjunction with the merger with CGRA, the company has developed a structure to support future financing for both organic and acquisition growth within the infrastructure marketplace, aligning with its overall business strategy.
Mark Jensen, Executive Chairman of American Infrastructure Corporation, commented, "We believe this merger with CGrowth Capital represents a significant milestone for American Infrastructure and its shareholders, advancing our goal of achieving a senior exchange listing and providing a pathway for capital to support growth initiatives, both organic and through strategic acquisitions. As one of the last remaining metallurgical carbon growth platforms, we are confident in the strength of our asset base, which we believe is among the lowest cost in the industry. Over the next four years, we are well positioned to drive production and cash flow for our investors with relatively minimal capital expenditure required. We also believe this is an opportune time to be a pure-play infrastructure company, especially with the increasing focus on domestic infrastructure initiatives in the United States. Our strategy remains centered on leveraging our royalty and leasehold production model, which allows us to generate cash flow by partnering with experienced local operators who have a proven track record of success in the region. We are optimistic about the opportunities ahead in 2025 as we continue to grow the business. We also want to extend our gratitude to Nick Link and his team for their efforts establishing a strong platform like CGrowth Capital".
Under the terms of the Share Exchange Agreement, American Infrastructure Corporation will become a wholly owned subsidiary of CGrowth Capital, Inc., which will change its name to American Infrastructure Holding Corporation. The American Infrastructure team will assume management of CGRA and nominate new board members, with Nick Link, the former Chief Executive Officer of CGRA, remaining on the board of the combined entity. The existing operations and assets of CGRA will be spun-out of that entity concurrent with this transaction, leaving the operations of American Infrastructure Corporation as the primary operations of the combined entity.
American Resources has received multiple LOI's for structured transactions over the last year ranging from $150 million to $280 million in total value to American Infrastructure. The structured nature of such previous transactions where not acceptable to the board. The merger with CGRA is structured to reflect the growth opportunities and achieve such value for the combined entity with additional growth capital to unlock additional value in the future.
The transaction was structured as a tax-free exchange of American Infrastructure Corporation shares for shares of CGrowth Capital, Inc.. Common shareholders of American Infrastructure, as consideration for the merger, will receive a Series A Preferred Stock, which can be converted into common shares of the post-merger combined company, American Infrastructure Holding Corporation, at the holder's discretion. The Series A Preferred Stock will automatically convert into common stock twelve months after the merger. Additionally, the Series A Preferred Stock includes an anti-dilution provision, ensuring that any Series A Preferred shares not converted into common stock of the combined entity by the twelve-month anniversary of the merger will automatically convert into common stock of the combined entity, representing 92% ownership of the common stock outstanding in American Infrastructure Holding Corporation (formerly CGRA) at that time.
About American Infrastructure Corporation
American Infrastructure Corporation is a raw material supplier to the infrastructure marketplace with a focus on metallurgical carbon, iron ore and titanium. Current operations are primarily focused on the extraction, processing, transportation, and distribution of coal for a variety of industries, with a primary focus on metallurgical quality coal to the steel industry. We have six coal mining and processing operating subsidiaries in the metallurgical carbon industry located in Eastern Kentucky and West Virginia along with a substantial iron ore and titanium asset base in the mining region of Jamaica. For more information visit americaninfracorp.com or connect with the Company on Facebook, Twitter, and LinkedIn.
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 Company 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 Company on Facebook, Twitter, and LinkedIn.
About CGrowth Capital Inc.
CGrowth Capital Inc. (OTC: CGRA) is a public holding company for alternative and undervalued assets. The company is sector and industry agnostic and currently consists of two divisions including Mining and Sports Technology. The company is focused on investing in growth-oriented opportunities where the company's capital, expertise, and capabilities can help create significant added value for shareholders. For more information visit https://cgrowthcapital.com.
Special Note Regarding Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks, uncertainties, and other important factors that could cause the Company's actual results, performance, or achievements or industry results to differ materially from any future results, performance, or achievements expressed or implied by these forward-looking statements. These statements are subject to a number of risks and uncertainties, many of which are beyond American Resources Corporation's control. The words "believes", "may", "will", "should", "would", "could", "continue", "seeks", "anticipates", "plans", "expects", "intends", "estimates", or similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Any forward-looking statements included in this press release are made only as of the date of this release. The Company does not undertake any obligation to update or supplement any forward-looking statements to reflect subsequent events or circumstances. The Company cannot assure you that the projected results or events will be achieved.
Investor Contact:
JTC Team, LLC
Jenene Thomas
833-475-8247
arec@jtcir.com
Company Contact:
Mark LaVerghetta
317-855-9926 ext. 0
investor@americanresourcescorp.com
CGrowth Capital Inc. Contact
info@cgrowthcapital.com
SOURCE: American Resources Corporation
