American Infrastructure Corporation Provides Update on Share Exchange Related to Sale to CGrowth Capital, Inc.
- Complete sale of AIC subsidiary with clear share exchange terms for shareholders
- Series A Preferred shares have high conversion ratio of 1:1,256 to common shares
- Strategic focus on high-demand infrastructure raw materials market
- Significant share dilution due to large number of new shares being issued
- Complex share exchange structure might create confusion among shareholders
Insights
AIC subsidiary sale to CGrowth Capital finalizing with 60M common shares and 10M preferred shares distribution to shareholders.
This transaction update provides critical details on the final stages of American Resources Corporation's divestiture of its American Infrastructure Corporation (AIC) subsidiary to CGrowth Capital. The mechanics of the share distribution are notably transparent: AIC shareholders will receive
The distribution ratio is mathematically precise, based on AIC's 17,337,385 outstanding common shares being exchanged for approximately 60 million common shares and 10 million Series A Preferred shares of CGrowth Capital. This structure suggests careful consideration of maintaining proportional ownership through the transition.
What makes this noteworthy is the clean separation mechanism being employed. Rather than a complex partial spinoff, American Resources is executing a complete divestiture with direct equity distribution to underlying shareholders. This streamlines corporate structures while providing shareholders direct ownership in the separated entity. This appears to be the culmination of a process that began in January 2025, based on the referenced 8-K filings.
The mechanics indicate the transaction should be tax-efficient for shareholders compared to a cash sale, as equity exchanges generally defer tax consequences until eventual share disposition. The imminent completion timeline ("later this week") suggests all regulatory hurdles have been cleared, eliminating execution risk for this transaction.
As part of the previously announced transaction, shareholders of American Infrastructure Corporation will receive 60 million common shares and approximately 10 million Series A Preferred shares of CGrowth Capital, Inc.
FISHERS, IN / ACCESS Newswire / May 27, 2025 / American Resources Corporation (NASDAQ:AREC) ("American Resources" or the "Company") today announced an update regarding its partially owned subsidiary, American Infrastructure Corporation ("AIC"), a supplier of raw material to the infrastructure marketplace with a focus on iron ore, titanium and metallurgical carbon, has finalized its sale of AIC to CGrowth Capital Inc. (or "CGRA" and now operating as American Infrastructure Holding Corporation).
As part of the transaction, AIC is expected later this week to complete the distribution of approximately 60 million common shares and 10 million Series A Preferred shares of CGRA to its shareholders of record as of December 31, 2024. These shares represent the full equity exchange for the sale of
At the time of the transaction, American Infrastructure had 17,337,385 common shares outstanding, all of which were exchanged for a combination of Common stock and Series A Preferred Stock of CGrowth Capital. Each AIC shareholders will receive, for each common share held, 3.46073 common shares and 0.57679 Series A Preferred shares of CGrowth Capital, rounded to the nearest whole share. Each Series A Preferred share carries an initial conversion ratio of 1,256 shares of common share of CGrowth Capital.
Mark Jensen, Chairman of American Resources Corporation, commented, "The distribution of CGrowth Capital's common and preferred shares marks one of the final steps in completing the separation of the AIC division from American Resources Corporation to its underlying shareholders. We expect this share exchange to be fully completed with our transfer agent later this week. Once completed, AIC shareholders will begin to see CGRA common and preferred stock reflected in their brokerage accounts or registered directly with the transfer agent. In parallel, CGrowth Capital is also working with FINRA to officially change its name and ticker of the company to American Infrastructure Holding Corporation."
More information on the sale of AIC to CGrowth Capital can be found in American Resources' Form 8-Ks dated January 6, 2025 and February 4, 2025.
About American Infrastructure Holding Corporation (OTC:CGRA)
American Infrastructure Holding Corporation (formerly known as CGrowth Capital, Inc.) is a next-generation supplier of high-quality raw materials to the new infrastructure market. The Company is focused on the extraction and processing of raw materials that feed the infrastructure marketplace with a focus on steelmaking materials. American Infrastructure has a growing portfolio of operations located in the Central Appalachian basin of eastern Kentucky and southern West Virginia where premium quality metallurgical carbon are concentrated as well as iron ore and vanadium assets in Jamaica. The Company is focused on running a low-cost model centered on growth that provides significant opportunity to scale its portfolio of assets to meet the growing global infrastructure markets. For more information visit americaninfracorp.com or connect with the Company on Facebook, Twitter, and LinkedIn.
About American Resources Corporation (NASDAQ:AREC)
American Resources Corporation is a leader in the critical mineral supply chain, developing innovative solutions both upstream and downstream of the refining process. The company and its affiliates focus on the extraction and processing of metallurgical carbon and iron ore, essential ingredients in steelmaking, as well as critical and rare earth minerals for the electrification market and recycled metals. 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.
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@americaninfracorp.com
SOURCE: American Resources Corporation
View the original press release on ACCESS Newswire
FAQ
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