American Resources Corporation Sets Record Date of March 6, 2024 for Special Dividend of Its Holdings in Novusterra Inc.
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Insights
The announcement by American Resources Corporation regarding the distribution of Novusterra Inc. shares to its shareholders is a strategic corporate action that has multiple financial implications. Firstly, it's essential to understand that a special dividend, particularly in the form of share distribution, can be a signal of confidence in the spun-off entity's future prospects. Novusterra's focus on graphene, graphite and carbon nanostructures positions it in a high-growth potential market, especially given the increasing demand for materials critical to electrification and infrastructure development.
From a shareholder perspective, the distribution ratio of 1:12 offers a clear, quantifiable benefit and could potentially lead to a reevaluation of American Resources Corporation's stock value. Shareholders must be aware of the ex-dividend date, as it determines their eligibility for the dividend. The transaction's timing, close to the record date, is also noteworthy, as it may influence the stock's liquidity and volatility in the short term. The fact that American Resources will retain less than 10% of Novusterra's shares post-dividend suggests a significant shift in the ownership structure, which could affect both companies' governance and strategic direction.
However, the uncertainty surrounding the success of Novusterra's public listing is a risk factor that investors must consider. The S1 filing under SEC review does not guarantee a successful IPO and the market's reception of Novusterra's shares will be crucial in determining the dividend's real value to American Resources' shareholders.
The materials sector and specifically the market for advanced carbon materials like graphene, is rapidly evolving due to technological advancements and the push towards sustainable and efficient energy solutions. Novusterra Inc.'s positioning as a 'pure play' in this sector suggests a targeted growth strategy that could capture the attention of investors interested in the clean energy and advanced materials markets.
It's important to note that the partnerships with entities such as Kenai Defense and the U.S. Army and Air Force, enhance Novusterra's credibility and may open up significant opportunities for growth. These partnerships could lead to increased demand for the company's products, which in turn could drive revenue growth and profitability. The use of waste carbon as a primary feedstock is also aligned with global trends towards circular economies and reduced environmental impact, which could further bolster Novusterra's market position.
Analyzing the potential market size for Novusterra's products, the competitive landscape and the regulatory environment will be critical in assessing the long-term prospects of the investment. The anticipated low ownership percentage by American Resources suggests a deliberate move to allow Novusterra to operate independently, which could be a strategic decision to unlock shareholder value.
The legal considerations surrounding the S1 filing and the distribution of a special dividend are complex. The S1 registration statement signifies the beginning of the regulatory process for Novusterra Inc.'s public offering and it requires thorough scrutiny by the SEC. This review process will involve a detailed examination of Novusterra's financials, business model and risks, ensuring that all material information is disclosed for potential investors.
The distribution of shares as a special dividend is subject to compliance with applicable securities laws and regulations. American Resources Corporation's engagement of VStock Transfer, LLC as its transfer agent is a critical move to manage the logistical aspects of the dividend distribution effectively. The company must adhere to strict guidelines to ensure that the dividend is distributed fairly and in accordance with the declared record and ex-dividend dates.
Additionally, the announcement indicates that the public listing is not guaranteed, highlighting the contingent nature of this corporate action. Investors should be aware of the regulatory hurdles that Novusterra must overcome to achieve a successful listing, which could impact the timeline and ultimately the value of the special dividend.
Novusterra has filed an S1 registration statement to prepare for a public listing which is currently under review by the Securities and Exchange Commission
American Resources is distributing 1 share of Novusterra Inc. for every 12 shares of American Resources Corporation owned as of the Record Date in preparation of its proposed public listing
American Resources Corporation (NASDAQ:AREC) ("American Resources" or the "Company"), a next generation and socially responsible supplier of rare earth and critical elements, carbon and advanced carbon materials to the new infrastructure and electrification marketplace, today announced that it has set a record and ex-dividend date to distribute a majority of the shares it holds in Novusterra Inc. via a special dividend to its underlying shareholders of record.
Mark Jensen, CEO and Chairman of American Resources Corporation commented, "We are very pleased with the execution that Novusterra has demonstrated over the last twelve months; signing high value partnerships with Kenai Defense along with the United States Army and United States Air Force as well as furthering its technology development. Furthermore, the management team has driven public company readiness, technological advancement and has positioned the business as a pure play, low cost platform for growth in the graphene, graphite and carbon nanostructure marketplace. We look forward to assisting them in any way possible to further their growth and showcase how they can use waste carbon as a primary feedstock to produce high value energy transition and infrastructure products for the commercial and defense marketplace."
It is anticipated that American Resources Corporation will own less than
Shareholders who hold shares of American Resources Corporation common stock as of the close of business on the Record Date (as defined below) and through the end of stock market trading on March 6, 2024 (the "Record Date"), and shareholders who purchase shares of American Resources common stock in the market and hold such purchased shares through the end of stock market trading on March 6th, 2024, will be eligible to receive the pro rata special dividend.
Those who purchase American Resources Corporation shares after March 6, 2024 will not be eligible to receive the special dividend. American Resources Corporation has scheduled the special dividend to eligible stockholders to be distributed on March 14, 2024.
Novusterra Inc. has filed its selling shareholder S1 which is currently under review by the Securities and Exchange Commission. The Company has engaged VStock Transfer, LLC ("VStock") as its transfer agent and the special dividend will be handled by VStock. At this time, the Company cannot provide guidance when and if they will achieve the public listing but is actively pursuing a listing with the exchanges and the regulatory bodies. The planned special dividend shall be subject to compliance with applicable rules and regulations.
About Novusterra Inc.
Novusterra's specializes in the development and commercialization of patented technology to produce low cost, high quality carbon nanostructures and graphene from carbon-based deposits to be utilized within the sustainable infrastructure, energy storage, agriculture and water filtration marketplaces. The Company secured its patents through the acquisition of an exclusive sublicense with American Resources Corporation (NASDAQ: AREC) which are designed to make use of an abundant and low-cost feedstock (coal) in an environmentally friendly process.
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.
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
RedChip Companies Inc.
Robert Foley
1-800-RED-CHIP (733-2447)
Info@redchip.com
Company Contact:
Mark LaVerghetta
Vice President of Corporate Finance and Communications
317-855-9926 ext. 0
investor@americanresourcescorp.com
SOURCE: American Resources Corporation
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FAQ
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