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CGRA Signs Binding Term Sheet to Merge With American Infrastructure Corporation, a Subsidiary of Nasdaq-listed American Resources Corporation (Nasdaq: AREC)
NEW YORK - January 6, 2025 (NEWMEDIAWIRE) - CGrowth Capital Inc. (OTC: CGRA) is a public holding company focused on alternative and undervalued assets. The company is sector- and industry-agnostic and currently operates through two divisions: Mining and Sports Technology. The organization is committed to investing in growth-oriented opportunities where its capital, expertise, and capabilities can significantly add value for shareholders.
CGRA is pleased to announce that it has signed a binding agreement to merge with American Infrastructure Corporation (AIC), which is currently a subsidiary of American Resources Corporation (NASDAQ: AREC). AREC is a next-generation, environmentally and socially responsible supplier of high-quality raw materials for the new infrastructure market. This merger will enable the company to pursue its true growth potential under the management team of American Infrastructure Corporation, which has ambitious plans to uplist the business to a senior exchange as soon as possible, a goal they have a proven track record of achieving. The company will have the necessary tools to execute its business plan, including a strong asset base and a team experienced in structuring transactions in the $150 million to $250 million range. The company will emphasize organic growth and strategic acquisitions to rapidly enhance its value for a potential uplisting.
Under the terms of the 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 take over the management of CGRA and appoint new board members. Nicolas Link, the former Chief Executive of CGRA, will continue to serve on the combined entity's board. The existing assets and subsidiary liabilities of CGRA will be spun out during the transaction, leaving the American Infrastructure Corporation as the primary operation of the combined entity.
The transaction was structured as a tax-free exchange of shares from American Infrastructure Corporation for shares of CGrowth Capital, Inc. Common shareholders of American Infrastructure, as part of the merger consideration, will receive Series A Preferred Stock, convertible into common shares of the post-merger combined entity, American Infrastructure Holding Corporation, at the holder's discretion. This Series A Preferred Stock will automatically convert into common stock twelve months after the merger. Additionally, the Series A Preferred Stock features 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.
American Resources has received several Letters of Intent for structured transactions over the past year, ranging from $150 million to $280 million in value to American Infrastructure. The board did not accept the structured nature of these previous transactions. The merger with CGRA is designed to reflect growth opportunities and achieve such value for the combined entity, along with additional growth capital to unlock further value in the future.
Nicolas Link said, "The CGRA team and I want to thank the AREC and AIC team for their hard work on the transaction, especially during the holiday period. We look forward to collaborating with the team to enhance the already impressive assets and uplist the combined entity to a major exchange. We believe this offers excellent value and a significant opportunity for further value creation for both CGRA shareholders and the AIC business."
About American Infrastructure Corporation
American Infrastructure Corporation is a raw material supplier to the infrastructure marketplace, focusing on metallurgical carbon, iron ore, and titanium. Current operations are primarily focused on the extraction, processing, transportation, and distribution of coal for various industries, with a primary focus on metallurgical quality coal for 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 https://www.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.
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Forward-Looking Statement Certain information set forth in this press release contains "forward-looking information", including "future-oriented financial information" and "financial outlook", under applicable securities laws (collectively referred to herein as forward-looking statements). Except for statements of historical fact, the information contained herein constitutes forward-looking statements and includes, but is not limited to, the (i) projected financial performance of the Company; (ii) completion of, and the use of proceeds from, the sale of the shares being offered hereunder; (iii) the expected development of the Company's business, projects, and joint ventures; (iv) execution of the Company's vision and growth strategy, including with respect to future M&A activity and global growth; (v) sources and availability of third-party financing for the Company's projects; (vi) completion of the Company's projects that are currently underway, in development or otherwise under consideration; (vi) renewal of the Company's current customer, supplier and other material agreements; and (vii) future liquidity, working capital, and capital requirements. Forward-looking statements are provided to allow potential investors the opportunity to understand management's beliefs and opinions in respect of the future so that they may use such beliefs and opinions as one factor in evaluating an investment. These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or result expressed or implied by such forward-looking statements. Although forward-looking statements contained in this presentation are based upon what management of the Company believes are reasonable assumptions, there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements. The Securities and Exchange Commission ("SEC") has provided guidance to issuers regarding the use of social media to disclose material non-public information. In this regard, investors and others should note that we announce material financial information via official Press Releases, in addition to SEC filings, press releases, Questions & Answers sessions, public conference calls and webcasts also may take time from time to time. We use these channels as well as social media to communicate with the public about our company, our services, and other issues. It is possible that the information we post on social media could be deemed to be material information. Therefore, in light of the SEC's guidance, we encourage investors, the media, and others interested in our company to review the information we post on the following social & media channels: Twitter: @CGRAOTC
