American Resources Corporation Announces Pricing of $40.0 Million Private Placement of Common Stock

Rhea-AI Summary

American Resources (NASDAQ:AREC) entered into a securities purchase agreement for a private placement of 7,843,138 class A common shares (or pre-funded warrants) at $5.10 per share, generating estimated gross proceeds of $40.0 million. The Offering is expected to close on or about October 16, 2025, subject to customary closing conditions, with Maxim Group acting as sole placement agent.

The securities are being sold under Section 4(a)(2)/Regulation D and the company will file a resale registration statement for the purchasers. Net proceeds will be reduced by placement agent fees and offering expenses.

Positive

• Gross proceeds of approximately $40.0 million
• Placement to institutional investors for 7,843,138 shares
• Sole placement agent Maxim Group engaged

Negative

• Issuance of 7,843,138 shares may dilute existing shareholders
• Net proceeds will be reduced by placement agent fees and offering expenses

Insights

Capital Markets Analyst

Private placement raises $40.0 million at $5.10 per share; closing expected October 16, 2025.

American Resources Corporation$40.0 million before fees. The placement uses accredited institutional investors and is structured under Section 4(a)(2)/Reg D, with Maxim Group LLC as sole placement agent.

The transaction improves near-term liquidity while issuing new shares, so the primary trade-off is cash versus dilution. The company agreed to file a resale registration statement, which affects the timing of secondary liquidity for buyers and could influence share supply once effective.

Key dependencies and risks include satisfaction of customary closing conditions by October 16, 2025, placement fees and offering expenses that will reduce net proceeds, and the final form of any pre-funded warrants versus shares. Watch the SEC registration filing for the resale registration statement and the actual net proceeds reported in the closing disclosure; those items will clarify immediate balance sheet impact and dilution magnitude within days of closing.

FISHERS, IN / ACCESS Newswire / October 15, 2025 / American Resources Corporation (NASDAQ:AREC) ("American Resources" or the "Company"), a leader in the critical mineral supply chain, today announced that it has entered into a securities purchase agreement with several institutional investors for the purchase and sale of 7,843,138 shares of class A common stock (or pre-funded warrants in-lieu thereof) at an offering price of $5.10 per share, in a private placement (the "Offering").

The gross proceeds to the Company from the Offering are estimated to be approximately $40.0 million before deducting the placement agent's fees and other estimated Offering expenses. The Offering is expected to close on or about October 16, 2025, subject to the satisfaction of customary closing conditions.

Maxim Group LLC is acting as the sole placement agent in connection with the Offering.

The offer and sale of the foregoing securities are being made in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D promulgated thereunder, and the securities have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The Company has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the securities purchased in the private placement.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state. Any offering of the securities under the resale registration statement will only be made by means of a prospectus.

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.

Leveraging its affiliation and former parent status of ReElement Technologies Corporation, a leading provider of high-performance refining capacity for rare earth and critical battery elements, American Resources is investing in and developing efficient upstream and downstream critical mineral operations. These operations include mining interests in conventional and unconventional sources, recycling, and manufacturing.

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
908-824-0775
AREC@jtcir.com

Media Inquiries:

Marjorie Weisskohl
703-587-1532
mweisskohl@allseasonspr.com

Company Contact:

Mark LaVerghetta
317-855-9926 ext. 0
investor@americanresourcescorp.com

SOURCE: American Resources Corporation

View the original press release on ACCESS Newswire

FAQ

How many shares is American Resources (AREC) selling in the October 2025 private placement?

The company is selling 7,843,138 class A common shares (or pre-funded warrants in-lieu thereof).

What is the offering price and total gross proceeds for AREC's October 2025 private placement?

The offering price is $5.10 per share for estimated gross proceeds of approximately $40.0 million.

When is the AREC private placement expected to close?

The Offering is expected to close on or about October 16, 2025, subject to customary closing conditions.

Who is the placement agent for American Resources' private placement (AREC)?

Maxim Group is acting as the sole placement agent for the Offering.

Will American Resources register resale of the privately placed AREC shares?

Yes, the company has agreed to file a resale registration statement with the SEC to register the resale of the securities.

Does the press release state how American Resources will use the proceeds from the AREC offering?

The press release does not specify the intended use of proceeds.