Annual report pursuant to Section 13 and 15(d)

AMAK Organization and Business

AMAK Organization and Business
12 Months Ended
Dec. 31, 2020
Schedule of Equity Method Investments [Line Items]  
Trecora Resources (the “Company”) was organized as a Delaware corporation in 1967. The Company’s principal business activities are the manufacturing of various specialty petrochemicals products, specialty waxes and providing custom processing services.
The Company’s specialty petrochemicals operations are primarily conducted through a wholly-owned subsidiary, Texas Oil and Chemical Co. II, Inc. (“TOCCO”). TOCCO owns all of the capital stock of South Hampton Resources, Inc. (“SHR”) and Trecora Chemical, Inc. (“TC”). SHR owns all of the capital stock of Gulf State Pipe Line Company, Inc. (“GSPL”). SHR owns and operates a specialty petrochemicals product facility in Silsbee, Texas which manufactures high purity hydrocarbons used primarily in polyethylene, packaging, polypropylene, expandable polystyrene, poly-iso/urethane foams, Canadian tar sands, and in the catalyst support industry. TC owns and operates a facility located in Pasadena, Texas which manufactures specialty waxes and provides custom processing services. These specialty waxes are used in the production of coatings, hot melt adhesives and lubricants. GSPL owns and operates pipelines that connect the SHR facility to a natural gas line, to SHR’s truck and rail loading terminal and to a major petroleum pipeline owned by an unaffiliated third party.
The Company owns approximately 55% of the capital stock of a Nevada mining company, Pioche Ely Valley Mines, Inc. (“PEVM”), which does not conduct any substantial business activity but owns undeveloped properties in the United States.
The Company also previously owned 33% of a Saudi Arabian joint stock company, Al Masane Al Kobra Mining Company (“AMAK”). On October 2, 2019, we announced that we had entered into a Share Sale and Purchase Agreement (as amended, the “Purchase Agreement”) pursuant to which we agreed to sell our entire investment in AMAK. The share sale was completed on September 28, 2020. For more information, see Note 6.
We attribute revenues to countries based upon the origination of the transaction. All of our revenues for the years ended December 31, 2020, 2019, and 2018, originated in the United States. In addition, all of our long-lived assets are in the United States.
For convenience in this report, the terms “Company", “our", “us", “we" or “TREC" may be used to refer to Trecora Resources and its subsidiaries.
Schedule of Equity Method Investments [Line Items]  
AMAK Organization and Business
Note 1 – Organization and Business
Al Masane Al Kobra Mining Company (us, we, our, AMAK or the Company) is a Saudi Arabian closed joint stock company approved by the Minister of Commerce and Industry Decree Number 247/Q dated 9/10/1428 (October 21, 2007) and registered in Jeddah under Commercial Registration No. 4030175345 on 7/1/1429 (January 16, 2008). During 2015, the head office was moved from Jeddah to Najran. Accordingly, Najran Commercial Registration No. 5950017523 dated 03/11/1431H (October 11, 2010) was modified to be the main Commercial Registration. All amounts are expressed in Saudi Riyals (SR) unless otherwise noted.

During 2009, the authorized capital of the Company was 450,000,000 consisting of 45 million shares of SR10 each of which 50% were issued for cash. The remaining 50% were issued for the contribution of mining rights and assets from Trecora Resources (Trecora) subject to Trecora’s liability for a loan in the amount of 41,250,000 due to the Ministry of Finance and National Economy. The mining rights in Al Masane mine were originally granted by Royal Decree Number M/17 effective 1/12/1413 (May 22, 1993) for a period of thirty years, with a right of renewal for a further period of twenty years to Trecora. The mining rights granted Trecora the right of exploitation in Al Masane mine located in Najran, Saudi Arabia, with an area of 44 square kilometers for a surface rental of 10,000 per square kilometer per year, i.e. 440,000 per year. As per the Ministry of Petroleum and Mineral Resources resolution dated 13/9/1429 (13/9/2008) and the ministry subsequent letter dated 2/1/1430 (30/12/2008), the aforementioned rights were transferred to us.
During 2011, the Company increased its authorized share capital by SR50,000,000 to SR500,000,000 and issued 5,000,000 shares of 10 each at a price of SR28 each resulting in a share premium of SR90,000,000. The entire 5,000,000 shares were issued for cash to Arab Mining Company (ARMICO) headquartered in Amman, Jordan.
During 2013, the Company increased its authorized share capital by SR50,000,000 to SR550,000,000 and issued 5,000,000 shares of 10 each at a price of SR30 each resulting in a share premium of SR100,000,000. The shares were issued for cash to existing shareholders.
During 2015, the Company increased its authorized share capital by SR190,000,000 to SR 740,000,000 and issued 19,000,000 shares of 10 each by transferring from share premium accounts.
During 2016, the Company increased its authorized share capital by SR40,000,000 to SR780,000,000 and issued 4,000,000 shares of 10 each at a price of SR20 each resulting in a share premium of SR35,092,840.
During 2018, the Company increased share premium by SR2,453,580 for shares that were previously issued. In addition, the Company increased its authorized share capital by SR40,000,000 to SR820,000,000 and issued 4,000,000 shares of 10 each by transferring from share premium accounts.
During the Company’s Extraordinary General Assembly Meeting in October of 2018, the shareholders approved to repurchase up to 2,500,000 shares from the shareholders at a price of SR30 each and to register these shares as treasury shares. In December 2018, the Board unanimously approved this proposal and authorized the CEO to proceed with the repurchase. The Company advanced certain shareholders their portion of these proceeds in 2018. During the first quarter of 2019, the Company finalized the transaction and repurchased 2,490,445 shares for approximately SR74,713,000.
On October 2, 2019, the Company and certain shareholders of the Company (collectively, the “Purchasers”) entered into a Share Sale and Purchase Agreement (“Purchase Agreement”) with Trecora to purchase their entire equity interest in the Company for an aggregate gross purchase price of approximately SR264,700,000. The Purchase Agreement contains various representations, warranties and indemnity obligations of the Purchasers and Trecora. As required by the Purchase Agreement, the Purchasers advanced 5% of the purchase price to Trecora as a non-refundable deposit tha twould be applied to the purchase price. The Company’s share of the advance was approximately, SR2,855,000 and was included in advances to shareholders in the accompanying balance sheets as of December 31, 2019.
On January 16, 2020, the Purchasers and Trecora entered into an amendment to extend the close date to March 31, 2020 to allow additional time for the parties to obtain certain required governmental approvals. On March 26, 2020, the Company entered into a second amendment that the Purchasers would complete the purchase of their portion of the shares in multiple closings. Purchasers that completed their portion of the sale after March 31, 2020 but on or before September 28, 2020, would forfeit an amount equal to 50% of their non-refundable deposit as liquidated damages and would not be applied to the purchase price at closing. On April 1, 2020, the Company forfeited SR1,429,726 of their non-refundable deposit and is included in other income (expense) on the accompanying statement of operations.
On August 10, 2020, the Company closed their portion of the Purchase Agreement and purchased 5,709,555 shares from Trecora for SR57,095,550. The Company has recorded these shares as treasury stock. On September 24, 2020, the remaining
Purchasers purchased Trecora’s remaining outstanding shares. In connection with the completion of the Purchase Agreement, the Company entered into an agreement with Trecora whereby the Company agreed to withhold approximately SR7,878,000 of the purchase price to pay Trecora’s capital gain tax obligations. These amounts have been shown as restricted cash and the liability is included in Zakat and income tax liabilities on the accompanying balance sheet as of September 30, 2020.
As of September 30, 2020, our ownership is as follows:
Shares Ownership
Saudi shareholders 53,936,081  73.1 
ARMICO (Pan Arab Organization) 19,502,500  26.4 
Other 361,419  0.5 
73,800,000  100.0 
Business and operations
Our principal activity is to produce zinc and copper concentrates and silver and gold doré as per the license Number 993/2 dated 16/7/1428 (July 31, 2007) issued by Saudi Arabian General Investment Authority (SAGIA). We commenced our commercial production on July 1, 2012. During 2015, we received a new mining lease for an area near our current mining area for the Guyan ancient mine. Over the years, we have performed renovations and maintenance to improve recoveries overall and upgrade the precious metals circuit through the installation of SART (sulfidization, acidification, recycling, and thickening) modifications which are expected to lower chemical use, thereby reducing operating costs. During 2020 we completed an analysis of our mineral reserve estimates and extended the life of the mine and have made capital investments in the Guyan mining area.