AMENDMENT 1 TO WARRANTS “C-1”, “C-2”, “C-3”, AND “C-4”
Exhibit
99.1
AMENDMENT 1 TO WARRANTS “C-1”, “C-2”,
“C-3”, AND “C-4”
THIS AMENDMENT 1 TO WARRANTS “C-1”,
“C-2”, “C-3”, AND “C-4” AND
THIS AMENDMENT 3 TO THE LOAN AND SECURITY AGREEMENT (the
“Amendment”) made and entered into as of the effective
date of June 12, 2019, by and between Golden Properties Ltd., a
British Columbia company with an office at Xxxxx 000, 0000 Xxxx
Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(“GP”), and American Resources Corporation, a Florida
corporation with offices at 0000 Xxxxxxxxxx Xxxx, XX Xxx 000,
Xxxxxxx, XX 00000 (“ARC”), also collectively referred
to as the “Parties”.
WHEREAS, As part of a series of loans
provided by GP to ARC dated October 4, 2017 (the “Loan
Agreement”), Warrants C-1, C-2, C-3, and C-4 (collectively
the “C-Warrants”) were issued to GP; and
WHEREAS, Due to the increased principal
amount of loans made by GP to ARC beyond that which is stated in
the Loan Agreement, the Parties wish to amend the C-Warrants;
and
NOW, THEREFORE, for and in consideration
of the mutual covenants and conditions herein, the increased
principal amount(s) loaned from Lender to Borrower over time, and
other good and valuable consideration exchanged by and between the
parties hereto, the sufficiency and receipt of which is fully
hereby acknowledged, Lender and Borrower hereby agree as
follows:
1. The following terms
within the respective C-Warrants are hereby amended as
follows:
|
Amended Term
|
Warrant X-0
|
Xxxxxxx X-0
|
Xxxxxxx X-0
|
Xxxxxxx X-0
|
|
Number
of Shares
|
400,000
(old)
750,000
(new)
|
400,000
(old)
750,000
(new)
|
400,000
(old)
750,000
(new)
|
400,000
(old)
750,000
(new)
|
|
Exercise
Price Per Share
|
No
Change (i.e., $3.55)
|
$7.09
(old)
$4.25
(new)
|
$8.58
(old)
$4.50
(new)
|
$11.44
(old)
$5.00
(new)
|
|
Expiration
Date
|
October
4, 2019 (old)
October
4, 2020 (new)
|
October
4, 2019 (old)
October
4, 2020 (new)
|
October
4, 2020 (old)
April
4, 2022 (new)
|
October
4, 2020 (old)
April
4, 2022 (new)
|
2. The amendments to
the C-Warrants by this Amendment shall fully and completely
compensate GP for all increased loan amounts advanced to
ARC.
3. All other terms and
conditions within the Loan Agreement and C-Warrants shall remain
the same.
IN TESTIMONY WHEREOF, the parties hereto
have caused their respective signatures to be hereunto subscribed
this the day and year first above written.
GP:
GOLDEN
PROPERTIES LTD.
____/s/ Alexander
Lau___________________
Name:
Xxxxxxxxx Xxx
Title:
Vice President
ARC:
AMERICAN RESOURCES
CORPORATION
____/s/ Xxxxxx
Sauve____________________
Name:
Xxxxxx X. Xxxxx
Title:
President
