AMERICAN RESOURCES CORPORATION Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the Agreements, American Rare Earth and Heritage will work in good faith to collaborate in identifying opportunities that, in total, enhance American Rare Earth's likelihood of success through the following, without limitation:
1. access to Heritage's (i) vast network of partners, customers, companies,
governmental and industry leaders, and other valuable relationships, (ii)
expertise, and (iii) certain equipment;
2. work together to proactively brand, promote and publicly support the
efforts of ARE through outreach, media, press releases, industry partners
and government relations;
3. enhance the sourcing of feedstocks, such as of end-of-life magnets and
batteries or battery materials, for ARE's processing and purification of
rare earth elements;
4. further the buildout of ARE's downstream sales partners for the sale of
rare earth elements to government and industry partners for the production
of new products and applications;
5. assist in attracting high value members for ARE's advisory board;
6. leverage certain of Heritage's and its Affiliates' personnel, expertise,
and equipment (such as laboratory equipment) to possibly assist ARE in the
development, refinement and execution of its business;
7. to strategize for the potential to possibly collocate future ARE
purification facilities at Heritage's Affiliate facilities;
8. afford ARE the ability to compete in being the final stage of isolation
and purification of critical elements from black mass for Heritage
Affiliates' battery recycling business based on performance and cost;
9. to make connections that may provide ARE the right of first refusal to
acquire battery black mass from HGV Affiliates' battery recycling business
as a customer for ARE to further purify to isolate its critical material
for resale; and
10. provide Heritage and its Affiliates the ability to market the
technologies, patents, capabilities, and access of ARE's technologies and
patents to HGV's and its Affiliates' customers, relationships, and
affiliates.
In return, the Company has issued to Heritage seven and one-half percent (7.50%)
of
The foregoing description of the Agreements and Warrant do not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreements and Warrant, which is filed as Exhibits hereto.
2 Item 8.01 Other Events.
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The information presented in Item 8.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered "filed" under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits. (d) Exhibits
The following exhibits are attached hereto and filed herewith.
Exhibit No. Description
1.1 Collaboration Agreement between American Rare Earth LLC and HG
Ventures LLC
1.2 Membership Interest Purchase Agreement
1.3 Warrant to Purchase Membership Interest of American Rare Earth
LLC
99.1 Press Release Dated January 11, 2022
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