Form DEF 14C American Resources Corp For: Apr 10

April 10, 2020 2:11 PM EDT

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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)
 
 
(1)
Title of each class of securities to which transaction applies:
 
 
 
 
(2)
Aggregate number of securities to which transaction applies:
 
 
 
 
(3)
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):
 
 
 
 
(4)
Proposed maximum aggregate value of transaction:
 
 
 
 
(5)
Total fee paid:
 
☐  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.
 
 
(1)
Amount previously paid:
 
(2)
Form, Schedule, or Registration Statement No.:
 
(3)
Filing Party:
 
(4)
Date Filed:
 
 
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:
 
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.
 
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.
 
 
 
Sincerely,
 
 
 
 
 
/s/ Mark C. Jensen
 
 
Mark C. Jensen
 
 
Chief Executive Officer
 
 
American Resources Corporation
9002 Technology Lane
Fishers, Indiana 46038
 
 
2
 
_____________________
 
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.
 
 
3
 
 
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
 
Name
 
 
 
Common Stock Beneficially
Owned (1)
 
 
  Percent of Common Stock Beneficially Owned (2) 
 
 
 
 
 
 
 
 
Officers and Directors
 
 
 
 
 
 
 
 
 
 
 
 
 
Mark C. Jensen, Chief Executive Officer, Director
  5,318,977 
  18.96%
Thomas M. Sauve, President, Director
  4,336,010 
  15.99%
Kirk P. Taylor, Chief Financial Officer
  1,620,383 
  5.98%
Tarlis R. Thompson, Chief Operating Officer
  163,170 
  0.60%
All Directors and Officers as a Group (4 persons)
  11,258,540 
  41.53%
 
    
    
5% Holders
    
    
Gregory Q. Jensen
  1,620,383 
  5.98%
 
All Directors, Officers and 5% Holders as a Group (5 persons)
  12,878,923 
  47.51%
 
(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.
 
 
4
 
 
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
 
Exhibit No.
Description of Exhibit
 
Amendment to Articles of Incorporation
Filed herewith
Consent to Action by Shareholders
Filed herewith
 
IF YOU HAVE ANY QUESTIONS REGARDING THIS INFORMATION STATEMENT AND/OR THE PLAN, PLEASE CONTACT:
 
American Resources Corporation
9002 Technology Lane
Fishers, Indiana 46038
 
 
Sincerely,
 
 
 
 
 April 10, 2020
/s/ Mark C. Jensen
 
 
Mark C. Jensen
 
 
Chief Executive Officer
 
 
 
 
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]
 
The Series A Convertible Preferred Stock shall be designated as follows:
 
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 
 
 
AMERICAN RESOURCES CORPORATION
 
 
 
 
 

By:  
/s/ Mark C. Jensen  
 
 
 
Mark C. Jensen  
 
 
 
Chief Executive Officer, Director
 
 
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.
 
 

 
 
 
 
 

  
/s/ Mark C. Jensen
 
 
 
Mark C. Jensen, Shareholder  
 
 
 

 
 
Company Receipt Acknowledged:
 

 
/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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