Form DEF 14C American Resources Corp For: Apr 10
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information
Statement Pursuant to Section 14(c)
of
the
Securities
Exchange Act of 1934
Check
the appropriate box:
☐
Preliminary Information Statement
☐
Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
☒
Definitive Information Statement
American Resources Corporation
(Name
of Registrant as Specified in Its Charter)
Payment
of Filing Fee (Check the appropriate box):
☒
No fee required.
☐
Fee computed on table below per Exchange Act Rules
14c-5(g)
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was
determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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☐
Fee paid previously with preliminary materials.
☐ Check
box if any part of the fee is offset as provided by Exchange Act
Rule O-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount
previously paid:
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(2)
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Form,
Schedule, or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
AMERICAN RESOURCES CORPORATION
February
4, 2020
Dear
Shareholders:
The
enclosed Information Statement is being furnished to the holders of
record of shares of the common stock (the “Common
Stock”) of American Resources Corporation, a Florida
corporation (the “Company” or “ARC”), as of
the close of business on the record date, December 31,
2019. The purpose of the Information Statement is to
notify our shareholders that on January 28, 2020, the Company
received a written consent in lieu of a meeting of shareholders
(the “Written Consent”) from the shareholders holding a
majority of the common shares voting rights of the Company, Mark C.
Jensen, Thomas M. Sauve, Kirk P. Taylor, Gregory Q. Jensen, and
Adam B. Jensen, the holder of a combined 13,925,909 votes of our
common stock representing 51.37% of the voting rights of the issued
and outstanding shares of our common stock. The Written
Consent adopted resolutions and approved the
following:
2.
To amend the
Articles of Incorporation to amend the designations of the Series C
Preferred Stock; and
3.
To amend the
Articles of Incorporation for updates to the Company’s
registered office and registered agent.
You are
urged to read the Information Statement in its entirety for a
description of the actions taken by the majority of shareholders of
the Company. The resolutions will become effective ten calendar
days after this Information Statement is first mailed to our
shareholders. A copy of the proposed Amendment to the Articles
of Incorporation is attached as an exhibit to this Information
Statement.
THIS IS NOT A NOTICE OF SPECIAL MEETING OF STOCKHOLDERS AND
NO
STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH
IS
DESCRIBED HEREIN, WE ARE NOT ASKING YOU FOR A CONSENT OR PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A CONSENT OR PROXY.
No
action is required by you. The enclosed Information
Statement is being furnished to you to inform you that the
foregoing actions have been approved by the holders of at least a
majority of the voting rights of the common outstanding shares of
all voting stock of the Company. Because shareholders holding at
least a majority of the voting rights of our outstanding common
stock have voted in favor of the foregoing actions, and have
sufficient voting power to approve such actions through its
ownership of common stock, no other shareholder consents will be
solicited in connection with the transactions described in this
Information Statement. The Board is not soliciting your
proxy in connection with the adoption of these resolutions, and
proxies are not requested from stockholders.
This
Information Statement is being e-mailed on or about February 4,
2020 to shareholders of record on December 31, 2019.
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Sincerely,
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/s/
Mark C. Jensen
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Mark C.
Jensen
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Chief
Executive Officer
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American Resources
Corporation
9002
Technology Lane
Fishers, Indiana
46038
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_____________________
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14(C)
OF THE
SECURITIES EXCHANGE ACT OF 1934
AND
RULE 14C-2 THEREUNDER
_________________________________
NO VOTE
OR OTHER ACTION OF THE COMPANY’S SHAREHOLDERS IS
REQUIRED
IN
CONNECTION WITH THIS INFORMATION STATEMENT.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
The
enclosed Information Statement is being furnished to the holders of
record of shares of the common stock (the “Common
Stock”) of American Resources Corporation, a Florida
corporation (the “Company” or “ARC”), as of
the close of business on the record date December 31,
2019.
Action by Written Consent
The
purpose of the Information Statement is to notify our shareholders
that on January 28, 2020, the Company received a written consent in
lieu of a meeting of shareholders (the “Written
Consent”) from the shareholders holding a majority of the
common shares voting rights of the Company, Mark C. Jensen, Thomas
M. Sauve, Kirk P. Taylor, Gregory Q. Jensen, and Adam B. Jensen,
the holder of a combined 13,925,909 votes of our common stock
representing 51.37% of the voting rights of the issued and
outstanding shares of our common stock. The Written Consent
adopted resolutions which approved the following:
1.
To amend the
Articles of Incorporation to amend the designations of the Series A
Preferred Stock;
2.
To amend the
Articles of Incorporation to amend the designations of the Series C
Preferred Stock; and
3.
To amend the
Articles of Incorporation for updates to the Company’s
registered office and registered agent.
You are
urged to read the Information Statement in its entirety for a
description of the actions taken by the majority of shareholders of
the Company. The resolutions will become effective ten calendar
days after this Information Statement is first mailed to our
shareholders. A copy of the proposed Amendment to the Articles
of Incorporation is attached as an exhibit to this Information
Statement.
Stockholders Entitled to Receive Notice of Action by Written
Consent
Because
shareholders holding at least a majority of the voting rights of
our outstanding common stock have voted in favor of the foregoing
actions, and have sufficient voting power to approve such actions
through its ownership of common stock, no other shareholder
consents will be solicited in connection with the transactions
described in this Information Statement. The Board is
not soliciting your proxy in connection with the adoption of these
resolutions, and proxies are not requested from
stockholders.
In
accordance with our bylaws, our Board of Directors has fixed the
close of business on December 31, 2019 as the record date for
determining the shareholders entitled to notice of the above noted
actions. This Information Statement is being e-mailed on or about
February 4, 2020 to shareholders of record on December 31,
2019.
DISTRIBUTION AND COSTS
We will
pay all costs associated with the distribution of this Information
Statement, including the costs of printing and mailing. In
addition, we will only deliver one Information Statement to
multiple security holders sharing an address, unless we have
received contrary instructions from one or more of the security
holders. Also, we will promptly deliver a separate copy of this
Information Statement and future shareholder communication
documents to any security holder at a shared address to which a
single copy of this Information Statement was delivered, or deliver
a single copy of this Information Statement and future shareholder
communication documents to any security holder or holders sharing
an address to which multiple copies are now delivered, upon written
request to us at our address noted above.
Shareholders
may also address future requests regarding delivery of information
statements by contacting us at the address noted
above.
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VOTE REQUIRED; MANNER OF APPROVAL
Because
shareholders holding at least a majority of the voting rights of
our outstanding Common Stock have voted in favor of the foregoing
actions, no other shareholder consents will be solicited in
connection with the transactions described in this Information
Statement. The Board is not soliciting proxies in
connection with the adoption of these proposals, and proxies are
not requested from shareholders.
In
addition, the Florida Business Corporation Act provides in
substance that shareholders may take action without a meeting of
the shareholders and without prior notice if a consent or consents
in writing, setting forth the action so taken, is signed by the
holders of the outstanding voting shares holding not less than the
minimum number of votes that would be necessary to approve such
action at a shareholders meeting. This action is
effective when written consents from holders of record of a
majority of the outstanding shares of voting stock are executed and
delivered to the Company.
The
Company has no other classes of issued voting stock outstanding
other than the Class A common stock, which is entitled one vote for
each share. There are currently 27,110,512 shares of Class A
common stock outstanding. In accordance with our
bylaws, our Board of Directors has fixed the close of business on
December 31, 2019 as the record date for determining the
shareholders entitled to vote or give written consent.
On
January 28, 2020, the Company received a written consent in lieu of
a meeting of shareholders (the “Written Consent”) from
the shareholders Mark C. Jensen, Thomas M. Sauve, Kirk P. Taylor,
Gregory Q. Jensen, and Adam B. Jensen, the holder of a combined
13,925,909 votes of our common stock representing 51.37% of the
voting rights of the issued and outstanding shares of our common
stock. The Written Consent adopted resolutions which
approved the following:
1.
To amend the
Articles of Incorporation to amend the designations of the Series A
Preferred Stock;
2.
To amend the
Articles of Incorporation to amend the designations of the Series C
Preferred Stock; and
3.
To amend the
Articles of Incorporation for updates to the company’s
primary office and registered agent.
INTEREST
OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED
UPON
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Name
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Common Stock
Beneficially
Owned (1)
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Percent of Common Stock Beneficially
Owned (2)
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Officers
and Directors
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Mark C. Jensen,
Chief Executive Officer, Director
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5,318,977
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18.96%
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Thomas M. Sauve,
President, Director
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4,336,010
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15.99%
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Kirk P. Taylor,
Chief Financial Officer
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1,620,383
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5.98%
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Tarlis R. Thompson,
Chief Operating Officer
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163,170
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0.60%
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All
Directors and Officers as a Group (4 persons)
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11,258,540
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41.53%
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5%
Holders
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Gregory Q.
Jensen
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1,620,383
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5.98%
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All
Directors, Officers and 5% Holders as a Group (5
persons)
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12,878,923
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47.51%
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(1) A
person is deemed to be the beneficial owner of securities that can
be acquired by such a person within 60 days from December 31, 2019,
upon exercise of options, warrants or convertible securities. Each
beneficial owner’s percentage ownership is determined by
assuming that options, warrants and convertible securities that are
held by such a person (but not those held by any other person) and
are exercisable within 60 days from that date have been
exercised.
(2)
Based on 27,110,512 Class A Common Stock outstanding as of December
31, 2019. These percentages have been rounded for
convenience.
OTHER MATTERS
The
Board knows of no other matters other than those described in this
Information Statement which have been approved or considered by the
holders of a majority of the shares of the Company’s voting
stock.
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WHERE YOU CAN FIND MORE INFORMATION
We file
annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read or copy any document we file
at the public reference room maintained by the SEC at
100 F Street, N.E., Washington, D.C. 20549. Copies
of this information may also be obtained by mail from the
SEC’s Public Reference Branch at 100 F Street,
N.E., Washington, D.C. 20549. In addition, our filings with
the SEC are also available to the public on the SEC’s
internet website at http://www.sec.gov
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Exhibit No.
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Description of Exhibit
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Amendment to
Articles of Incorporation
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Filed
herewith
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Consent to Action
by Shareholders
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Filed
herewith
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IF YOU
HAVE ANY QUESTIONS REGARDING THIS INFORMATION STATEMENT AND/OR THE
PLAN, PLEASE CONTACT:
American Resources Corporation
9002
Technology Lane
Fishers,
Indiana 46038
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Sincerely,
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April
10, 2020
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/s/
Mark C. Jensen
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Mark C.
Jensen
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Chief
Executive Officer
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5
Exhibit 3.1
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
AMERICAN RESOURCES CORPORATION
Document Number P13000081579
The
undersigned, being the Chief Executive Officer and Director of
American Resources Corporation, a Florida corporation, hereby
certifies that the following Amendments to the Corporation’s
Articles of Incorporation have been adopted by the shareholders and
the Board of Directors of the Corporation via unanimous written
action without a meeting on January 28, 2020 with each director of
the Corporation waiving notice of the meeting.
Article
II of the Corporation’s Articles of Incorporation are hereby
amended and replaced with the following:
ARTICLE II
PRINCIPAL OFFICE AND MAILING ADDRESS
The
principal office and mailing address of the Corporation shall be
12115 Visionary Way, Suite 174, Fishers, Indiana 46038, or any
other office that is designated by the Chief Executive Officer of
the Corporation.
Article
IV of the Corporation’s Articles of Incorporation are hereby
amended and replaced with the following:
ARTICLE IV
CAPITAL STOCK
The
maximum number of shares of capital stock that this Corporation
shall be authorized to issue and have outstanding at any one time
shall be Two Hundred Sixty Million (260,000,000), of which (i) Two
Hundred Thirty Million (230,000,000) shares are designated as Class
A Common Stock, par value $0.0001 per share; and (ii) Thirty
Million (30,000,000) shares are authorized as “blank
check” preferred stock, of which of the “blank
check” preferred (a) One Hundred Thousand (100,000) preferred
shares are designated as Series A Convertible Preferred Stock, and
(b) Twenty Million (20,000,000) preferred shares are designated as
Series C Convertible Preferred Stock. Each class of capital stock
authorized by the Corporation shall have the following
designations:
The
Class A Common Stock shall be designated as follows:
1. Designation and Number of
Shares. The Class A Common Stock shall be designated
“Class A Common Stock”, par value $0.0001 per share,
and the number of shares constituting the authorized Class A Common
Stock shall be 230,000,000 shares. In the event of any combination
or division of the issued and outstanding shares of Class A Common
Stock, the number of authorized shares of such Class A Common Stock
shall remain the same as specified in these Articles of
Incorporation
2. Voting Rights. The holders of
Class A Common Stock shall be entitled to one vote per
share.
3. Dividends. Holders of Class A
Common Stock shall be entitled to dividends as shall be declared by
the Corporation's Board of Directors from time to
time.
[end
of Class A Common Stock]
1. Designation and Number of
Shares. The Series A Convertible Preferred Stock shall be
designated “Series A Convertible Preferred Stock”, par
value $0.0001 per share, and the number of authorized shares
constituting the Series A Convertible Preferred Stock shall be
100,000 shares.
1
2. Voting Rights. The holders of
Series A Convertible Preferred Stock shall be entitled to vote on
an “as-converted” basis for any matters that require
voting of the Class A Common Stock.
3. Cash Dividends. If the
Corporation, at any time while the Series A Convertible Preferred
Stock is outstanding, shall distribute or accrue to any or all
holders of Class A Common Stock a cash dividend, then in each such
case the Series A Convertible Preferred Stock shall receive its
proportional distribution or accrual of the cash dividend as if the
Series A Convertible Preferred Stock were converted to Class A
Common Stock (plus any Class A Common Stock equivalents that may be
entitled to receive a dividend) at the time of such distribution or
accrual of cash dividend to the holders of the Class A Common Stock
and/or Class A Common Stock equivalents.
4. Conversion to Class A Common
Stock. At the option and discretion of the holder(s) of the
Series A Convertible Preferred Stock, the sum of the 100,000 Series
A Convertible Preferred Stock shall be initially convertible into
Forty Percent (40.0%) of the outstanding amount of Class A Common
Stock plus common stock equivalents that are existing at the time
of the conversion (as adjusted as provided herein, the
“Conversion Ratio”), at any time and from time to time.
Should less than the full 100,000 Series A Convertible Preferred
Stock be converted to Class A Common Stock, the Conversion Ratio
will be proportionally reduced by the amount of Series A
Convertible Preferred so converted. There is no additional
consideration required to convert the Series A Convertible
Preferred Stock to Class A Common Stock. There is no expiration
date on the Series A Convertible Preferred Stock and the Series A
Convertible Preferred Stock is convertible to Class A Common Stock
on a cashless basis.
5. Liquidation. Upon any
liquidation, dissolution or winding-up of the Corporation, whether
voluntary or involuntary, the Series A Convertible Preferred Stock
holder(s) shall be entitled to receive in preference to the holders
of the Class A Common Stock a per Series A Convertible Preferred
Stock share amount equal to $1.00 per share.
6. Pro Rata Distributions. If the
Corporation, at any time while the Series A Convertible Preferred
Stock is outstanding, shall distribute to any or all holders of
Class A Common Stock any evidences of its indebtedness, or any of
the Corporation’s assets whatsoever, or rights or warrants to
subscribe for or purchase any security (each and collectively a
“Distributed Asset”), then in each such case the Series
A Convertible Preferred Stock shall receive its proportional
distribution of the Distributed Asset as if the Series A
Convertible Preferred Stock were converted to Class A Common Stock
(plus any Class A Common Stock equivalents that may be entitled to
receive a Distributed Assets) at the time of such distribution to
the holders of the Class A Common Stock and/or Class A Common Stock
equivalents.
7. Stock Dividends and Stock
Splits. If the Corporation, at any time while the Series A
Convertible Preferred Stock is outstanding: (A) shall pay a stock
dividend or otherwise make a distribution or distributions on
shares of its Class A Common Stock or any other equity or equity
equivalent securities payable in shares of Class A Common Stock
(which, for avoidance of doubt, shall not include any shares of
Class A Common Stock issued by the Corporation pursuant to this
Series A Convertible Preferred Stock), (B) subdivide outstanding
shares of Class A Common Stock into a larger number of shares, (C)
combine (including by way of reverse stock split) outstanding
shares of Class A Common Stock into a smaller number of shares, or
(D) issue by reclassification of shares of the Class A Common Stock
any shares of capital stock of the Corporation, then the Conversion
Ratio shall be adjusted appropriately by the Corporation’s
Board of Directors. Any adjustment made shall become effective
immediately after the record date for the determination of
stockholders entitled to receive such dividend or distribution and
shall become effective immediately after the effective date in the
case of a subdivision, combination or re
classification.
8. Capital Reorganization or
Reclassification. If the Class A Common Stock issuable upon
the conversion of the Series A Convertible Preferred Stock shall be
changed into the same or different number of shares of any class or
classes of stock, whether by capital reorganization,
reclassification, or otherwise (other than a subdivision or
combination of shares or stock dividend), then in each such event,
the holder of each share of Series A Convertible Preferred Stock
shall have the right thereafter to convert such share into the kind
and amount of shares of stock and other securities and property
receivable upon such capital reorganization, reclassification, or
other change by holder of the number of shares of Class A Common
Stock into which such shares of Series A Convertible Preferred
Stock might have been converted immediately prior to such capital
reorganization, reclassification, or other change.
[end
of Series A Preferred Stock designations]
The
Series C Convertible Preferred Stock shall be designated as
follows:
1. Designation and
Number of Shares. The Series C Convertible Preferred Stock shall be
designated “Series C Convertible Preferred Stock”, par
value $0.0001 per share, and the number of authorized shares
constituting the Series C Convertible Preferred Stock shall be
20,000,000 shares.
2
2. Voting Rights. The holders of
Series C Convertible Preferred Stock shall not be entitled to
vote.
3. Cash Dividends. If the
Corporation, at any time while the Series C Convertible Preferred
Stock is outstanding, shall distribute or accrue to any or all
holders of Class A Common Stock a cash dividend, then in each such
case the Series C Convertible Preferred Stock shall receive its
proportional distribution or accrual of the cash dividend as if the
Series C Convertible Preferred Stock were converted to Class A
Common Stock (plus any Class A Common Stock equivalents that may be
entitled to receive a dividend) at the time of such distribution or
accrual of cash dividend to the holders of the Class A Common Stock
and/or Class A Common Stock equivalents.
4. Conversion to Class A Common
Stock. Each share of Series C Convertible Preferred Stock
shall be initially be convertible into one share of Class A Common
Stock of the Company (the “Conversion
Ratio”).
5. Liquidation. Upon any
liquidation, dissolution or winding-up of the Corporation, whether
voluntary or involuntary, the Series C Convertible Preferred Stock
holder(s) shall be entitled to receive in preference to the holders
of the Class A Common Stock a per Series C Convertible Preferred
Stock share amount equal to $1.00 per share of Series C Convertible
Preferred Stock.
6. Pro Rata Distributions. If the
Corporation, at any time while the Series C Convertible Preferred
Stock is outstanding, shall distribute to any or all holders of
Class A Common Stock any evidences of its indebtedness, or any of
the Corporation’s assets whatsoever, or rights or warrants to
subscribe for or purchase any security (each and collectively a
“Distributed Asset”), then in each such case the Series
C Convertible Preferred Stock shall receive its proportional
distribution of the Distributed Asset as if the Series C
Convertible Preferred Stock were converted to Class A Common Stock
(plus any Class A Common Stock equivalents that may be entitled to
receive a Distributed Assets) at the time of such distribution to
the holders of the Class A Common Stock and/or Class A Common Stock
equivalents.
7. Stock Dividends and Stock
Splits. If the Corporation, at any time while the Series C
Convertible Preferred Stock is outstanding: (A) shall pay a stock
dividend or otherwise make a distribution or distributions on
shares of its Class A Common Stock or any other equity or equity
equivalent securities payable in shares of Class A Common Stock
(which, for avoidance of doubt, shall not include any shares of
Class A Common Stock issued by the Corporation pursuant to this
Series C Convertible Preferred Stock), (B) subdivide outstanding
shares of Class A Common Stock into a larger number of shares, (C)
combine (including by way of reverse stock split) outstanding
shares of Class A Common Stock into a smaller number of shares, or
(D) issue by reclassification of shares of the Class A Common Stock
any shares of capital stock of the Corporation, then the Conversion
Ratio shall be adjusted appropriately by the Corporation’s
Board of Directors. Any adjustment made shall become effective
immediately after the record date for the determination of
stockholders entitled to receive such dividend or distribution and
shall become effective immediately after the effective date in the
case of a subdivision, combination or re
classification.
8. Capital Reorganization or
Reclassification. If the Class A Common Stock issuable upon
the conversion of the Series C Convertible Preferred Stock shall be
changed into the same or different number of shares of any class or
classes of stock, whether by capital reorganization,
reclassification, or otherwise (other than a subdivision or
combination of shares or stock dividend), then in each such event,
the holder of each share of Series C Convertible Preferred Stock
shall have the right thereafter to convert such share into the kind
and amount of shares of stock and other securities and property
receivable upon such capital reorganization, reclassification, or
other change by holder of the number of shares of Class A Common
Stock into which such shares of Series C Convertible Preferred
Stock might have been converted immediately prior to such capital
reorganization, reclassification, or other change.
[end
of Series C Preferred Stock designations]
Article
VI of the Corporation’s Articles of Incorporation are hereby
amended and replaced with the following:
3
ARTICLE VI
REGISTERED AGENT AND REGISTERED OFFICE IN FLORIDA
The
Registered Agent and the street address of the Registered Office of
this Corporation in the State of Florida shall be:
Clifford J. Hunt,
Esquire
Law
Office of Clifford J. Hunt, P.A.
8200
Seminole Boulevard
Seminole, Florida
33772
or any
other registered agent that is designated by the Chief Executive
Officer of the Corporation.
The
amendment was adopted by the shareholders and approved by the Board
of Directors. The number of shareholder votes cast for the
amendment was sufficient for approval.
In all
other respects, the Articles of Incorporation shall remain as they
were prior to this Amendment being adopted.
Date: January 28, 2020
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AMERICAN RESOURCES CORPORATION |
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By:
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/s/ Mark C.
Jensen
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Mark C.
Jensen
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Chief Executive
Officer, Director
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ACKNOWLEDGMENT
Having
been named to accept service of process for the above-stated
Corporation, at the place designated in these articles of
incorporation, I hereby accept to act in this capacity, and agree
to comply with the provisions of Section 607.0501 of the Florida
Statutes relative to keeping open said office.
/s/
Clifford J.
Hunt
Clifford J. Hunt,
Esquire
4
Exhibit 99.1
CONSENT TO ACTION BY SHAREHOLDER
OF
AMERICAN RESOURCES CORPORATION
WITHOUT A MEETING
WHEREAS,
Mark C. Jensen
(“Shareholder”), is a shareholder of American Resources
Corporation, a Florida corporation (the “Company”), who
owns 5,138,977 shares of Class A Common Stock with one vote per
share (the “Common Stock”) deems it appropriate to vote
all of his shares of Common Stock in favor of amending the articles
of incorporation of the Company, and that such shareholder action
shall occur pursuant to a written consent without a meeting in
accordance with Fla. Stat.
§ 607.0704(1) (2016).
NOW
THEREFORE, pursuant to Section 607.0704(1) of the Florida Business
Corporation Act, Shareholder hereby exercises his rights as a
shareholder of the Company and consents to take this action without
a meeting, waives notice of a meeting to take the corporate action
set forth herein and votes all of his shares of Company Common
Stock in favor of the amendment of the Company’s Articles of
Incorporation to restate the amount of Series A Preferred Stock and
include and/or amend the Series A and Series C Preferred
Certificates of Designations and for the filing of such Articles of
Amendment with the Florida Department of State, Division of
Corporations.
This
Consent to Action by Shareholder Without A Meeting is hereby
executed and delivered to the Company at its principal address at
9002 Technology Lane, Fishers, Indiana 46038, and is dated and
effective this 28 day of January, 2020.
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/s/ Mark C. Jensen
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Mark C. Jensen,
Shareholder
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Company
Receipt Acknowledged:
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/s/ Thomas M.
Sauve
|
Date:
01/28/2020
|
|
Thomas M. Sauve,
Director
|
|
CONSENT TO ACTION BY SHAREHOLDER
OF
AMERICAN RESOURCES CORPORATION
WITHOUT A MEETING
WHEREAS,
Thomas M. Sauve
(“Shareholder”), is a shareholder of American Resources
Corporation, a Florida corporation (the “Company”), who
owns 4,336,010 shares of Class A Common Stock with one vote per
share (the “Common Stock”) deems it appropriate to vote
all of his shares of Common Stock in favor of amending the articles
of incorporation of the Company, and that such shareholder action
shall occur pursuant to a written consent without a meeting in
accordance with Fla. Stat.
§ 607.0704(1) (2016).
NOW
THEREFORE, pursuant to Section 607.0704(1) of the Florida Business
Corporation Act, Shareholder hereby exercises his rights as a
shareholder of the Company and consents to take this action without
a meeting, waives notice of a meeting to take the corporate action
set forth herein and votes all of his shares of Company Common
Stock in favor of the amendment of the Company’s Articles of
Incorporation to amend and replace Articles II, IV, and VI of the
Articles of Incorporation and for the filing of such Articles of
Amendment with the Florida Department of State, Division of
Corporations.
This
Consent to Action by Shareholder Without A Meeting is hereby
executed and delivered to the Company at its principal address at
9002 Technology Lane, Fishers, Indiana 46038, and is dated and
effective this 28 day of January, 2020.
|
|
|
||
|
|
|
|
|
|
|
|
/s/ Thomas M.
Sauve
|
|
|
|
|
Thomas M. Sauve,
Shareholder
|
|
|
|
|
|
|
Company
Receipt Acknowledged:
|
/s/ Mark C. Jensen
|
Date:
01/28/2020
|
|
Mark C. Jensen,
Director
|
|
CONSENT TO ACTION BY SHAREHOLDER
OF
AMERICAN RESOURCES CORPORATION
WITHOUT A MEETING
WHEREAS,
Kirk P. Taylor
(“Shareholder”), is a shareholder of American Resources
Corporation, a Florida corporation (the “Company”), who
owns 1,620,383 shares of Class A Common Stock with one vote per
share (the “Common Stock”) deems it appropriate to vote
all of his shares of Common Stock in favor of amending the articles
of incorporation of the Company, and that such shareholder action
shall occur pursuant to a written consent without a meeting in
accordance with Fla. Stat.
§ 607.0704(1) (2016).
NOW THEREFORE, pursuant to Section 607.0704(1) of the Florida
Business Corporation Act, Shareholder hereby exercises his rights
as a shareholder of the Company and consents to take this action
without a meeting, waives notice of a meeting to take the corporate
action set forth herein and votes all of his shares of Company
Common Stock in favor of the amendment of the Company’s
Articles of Incorporation to amend and replace Articles II, IV, and
VI of the Articles of Incorporation and for the filing of such
Articles of Amendment with the Florida Department of State,
Division of Corporations.
This
Consent to Action by Shareholder Without A Meeting is hereby
executed and delivered to the Company at its principal address at
9002 Technology Lane, Fishers, Indiana 46038, and is dated and
effective this 28 day of January, 2020.
|
|
|
||
|
|
|
|
|
|
|
|
/s/ Kirk P.
Taylor
|
|
|
|
|
Kirk P. Taylor,
Shareholder
|
|
|
|
|
|
|
Company
Receipt Acknowledged:
|
/s/ Mark C. Jensen
|
Date:
01/28/2020
|
|
Mark C. Jensen,
Director
|
|
CONSENT TO ACTION BY SHAREHOLDER
OF
AMERICAN RESOURCES CORPORATION
WITHOUT A MEETING
WHEREAS,
Gregory Q. Jensen
(“Shareholder”), is a shareholder of American Resources
Corporation, a Florida corporation (the “Company”), who
owns 1,620,383 shares of Class A Common Stock with one vote per
share (the “Common Stock”) deems it appropriate to vote
all of his shares of Common Stock in favor of amending the articles
of incorporation of the Company, and that such shareholder action
shall occur pursuant to a written consent without a meeting in
accordance with Fla. Stat.
§ 607.0704(1) (2016).
NOW
THEREFORE, pursuant to Section 607.0704(1) of the Florida Business
Corporation Act, Shareholder hereby exercises his rights as a
shareholder of the Company and consents to take this action without
a meeting, waives notice of a meeting to take the corporate action
set forth herein and votes all of his shares of Company Common
Stock in favor of the amendment of the Company’s Articles of
Incorporation to amend and replace Articles II, IV, and VI of the
Articles of Incorporation and for the filing of such Articles of
Amendment with the Florida Department of State, Division of
Corporations.
This
Consent to Action by Shareholder Without A Meeting is hereby
executed and delivered to the Company at its principal address at
9002 Technology Lane, Fishers, Indiana 46038, and is dated and
effective this 28 day of January, 2020.
|
|
|
||
|
|
|
|
|
|
|
|
/s/ Gregory Q.
Jensen
|
|
|
|
|
Gregory Q. Jensen,
Shareholder
|
|
|
|
|
|
|
Company
Receipt Acknowledged:
|
/s/ Mark C. Jensen
|
Date:
01/28/2020
|
|
Mark C. Jensen,
Director
|
|
CONSENT TO ACTION BY SHAREHOLDER
OF
AMERICAN RESOURCES CORPORATION
WITHOUT A MEETING
WHEREAS,
Adam B. Jensen
(“Shareholder”), is a shareholder of American Resources
Corporation, a Florida corporation (the “Company”), who
owns 1,210,156 shares of Class A Common Stock with one vote per
share (the “Common Stock”) deems it appropriate to vote
all of his shares of Common Stock in favor of amending the articles
of incorporation of the Company, and that such shareholder action
shall occur pursuant to a written consent without a meeting in
accordance with Fla. Stat.
§ 607.0704(1) (2016).
NOW
THEREFORE, pursuant to Section 607.0704(1) of the Florida Business
Corporation Act, Shareholder hereby exercises his rights as a
shareholder of the Company and consents to take this action without
a meeting, waives notice of a meeting to take the corporate action
set forth herein and votes all of his shares of Company Common
Stock in favor of the amendment of the Company’s Articles of
Incorporation to amend and replace Articles II, IV, and VI of the
Articles of Incorporation and for the filing of such Articles of
Amendment with the Florida Department of State, Division of
Corporations.
This
Consent to Action by Shareholder Without A Meeting is hereby
executed and delivered to the Company at its principal address at
9002 Technology Lane, Fishers, Indiana 46038, and is dated and
effective this 28 day of January, 2020.
|
|
|
||
|
|
|
|
|
|
|
|
/s/ Adam B.
Jensen
|
|
|
|
|
Adam B. Jensen,
Shareholder
|
|
|
|
|
|
|
Company
Receipt Acknowledged:
|
/s/ Mark C. Jensen
|
Date:
01/28/2020
|
|
Mark C. Jensen,
Director
|
|
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