American Resources Corp Sample Contracts

American Resources Corp – 1,000,000 Shares American Resources Corporation Underwriting Agreement (February 22nd, 2019)
American Resources Corp – AGREEMENT AND PLAN OF MERGER By and Among AMERICAN RESOURCES CORPORATION, ARC ACQUISITION CORP., and EMPIRE KENTUCKY LAND, INC. Dated as of February 20, 2019 AGREEMENT AND PLAN OF MERGER (February 22nd, 2019)

This Agreement and Plan of Merger (this “Agreement”), dated the 20th day of February, 2019, and made effective as of February 12, 2019, is by and among AMERICAN RESOURCES CORPORATION, a Florida corporation (“Parent”), ARC ACQUISITION CORP., an Indiana corporation (“Merger Sub”), and EMPIRE KENTUCKY LAND, INC., a Kentucky corporation (“Company”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Appendix A hereof.

American Resources Corp – ASSET PURCHASE AGREEMENT (February 22nd, 2019)

This Asset Purchase Agreement (“Agreement”), dated the 20th day of February, 2019, and made effective as of February 1, 2019 (the “Effective Date”), is by and among EMPIRE COAL HOLDINGS, LLC, a Kentucky limited liability company (the “Seller”), AMERICAN RESOURCES CORPORATION, a Florida corporation (the “Buyer”), and EMPIRE KENTUCKY LAND, INC., a Kentucky corporation and survivor by merger with ARC Acquisition Corp. (the “Subsidiary”).

American Resources Corp – Underwriter Warrant (February 22nd, 2019)

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

American Resources Corp – Underwriter Warrant (February 20th, 2019)

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

American Resources Corp – 1,000,000 Shares American Resources Corporation Underwriting Agreement (February 20th, 2019)
American Resources Corp – AGREEMENT AND PLAN OF MERGER By and Among AMERICAN RESOURCES CORPORATION, and EMPIRE KENTUCKY LAND, INC. Dated as of February 12, 2019 AGREEMENT AND PLAN OF MERGER (February 14th, 2019)

This Agreement and Plan of Merger (this “Agreement”), dated the 12 day of February, 2019, is by and among AMERICAN RESOURCES CORPORATION, a Florida corporation (“American Resources”), and EMPIRE KENTUCKY LAND, INC., a Kentucky corporation (“Company”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Appendix A hereof.

American Resources Corp – [●] Shares American Resources Corporation Underwriting Agreement (February 14th, 2019)
American Resources Corp – AGREEMENT AND PLAN OF MERGER By and Among AMERICAN RESOURCES CORPORATION, and EMPIRE KENTUCKY LAND, INC. Dated as of February 12, 2019 AGREEMENT AND PLAN OF MERGER (February 14th, 2019)

This Agreement and Plan of Merger (this “Agreement”), dated the 12 day of February, 2019, is by and among AMERICAN RESOURCES CORPORATION, a Florida corporation (“American Resources”), and EMPIRE KENTUCKY LAND, INC., a Kentucky corporation (“Company”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Appendix A hereof.

American Resources Corp – SHARE EXCHANGE AGREEMENT TO REPLACE THE PLAN OF MERGER By and Among AMERICAN RESOURCES CORPORATION, and EMPIRE KENTUCKY LAND, INC. ORIGINALLY Dated as of February 12, 2019 SHARE EXCHANGE AGREEMENT TO REPLACE THE PLAN OF MERGER (February 14th, 2019)

AMERICAN RESOURCES CORPORATION, a Florida corporation (“American Resources”), and EMPIRE KENTUCKY LAND, INC., a Kentucky corporation (“Company”) entered into an Agreement and Plan of Merger (this “Agreement”), dated the 12 day of February, 2019. The intent of this agreement was a share transfer agreement and not a merger between the two entities. The parties will be entering into a formal share exchange agreement between American Resources Corporation and the Company with substantially the same protections, terms and conditions as the previously entered into Merger Agreement except for the fact that it will not be defined as a merger requiring stockholder approval and instead will structured as a share exchange. Such Share Exchange Agreement will be executed not later than Monday February 18, 2019 and will be consummated not later than Wednesday February 20, 2019 business days and will supersede the previously entered Plan of Merger.

American Resources Corp – AGREEMENT AND PLAN OF MERGER By and Among AMERICAN RESOURCES CORPORATION, and EMPIRE KENTUCKY LAND, INC. Dated as of February 12, 2019 AGREEMENT AND PLAN OF MERGER (February 14th, 2019)

This Agreement and Plan of Merger (this “Agreement”), dated the 12 day of February, 2019, is by and among AMERICAN RESOURCES CORPORATION, a Florida corporation (“American Resources”), and EMPIRE KENTUCKY LAND, INC., a Kentucky corporation (“Company”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Appendix A hereof.

American Resources Corp – SHARE EXCHANGE AGREEMENT TO REPLACE THE PLAN OF MERGER By and Among AMERICAN RESOURCES CORPORATION, and EMPIRE KENTUCKY LAND, INC. ORIGINALLY Dated as of February 12, 2019 SHARE EXCHANGE AGREEMENT TO REPLACE THE PLAN OF MERGER (February 14th, 2019)

AMERICAN RESOURCES CORPORATION, a Florida corporation (“American Resources”), and EMPIRE KENTUCKY LAND, INC., a Kentucky corporation (“Company”) entered into an Agreement and Plan of Merger (this “Agreement”), dated the 12 day of February, 2019. The intent of this agreement was a share transfer agreement and not a merger between the two entities. The parties will be entering into a formal share exchange agreement between American Resources Corporation and the Company with substantially the same protections, terms and conditions as the previously entered into Merger Agreement except for the fact that it will not be defined as a merger requiring stockholder approval and instead will structured as a share exchange. Such Share Exchange Agreement will be executed not later than Monday February 18, 2019 and will be consummated not later than Wednesday February 20, 2019 business days and will supersede the previously entered Plan of Merger.

American Resources Corp – [●] Shares American Resources Corporation Underwriting Agreement (February 14th, 2019)
American Resources Corp – [●] Shares American Resources Corporation Underwriting Agreement (February 14th, 2019)
American Resources Corp – [●] Shares American Resources Corporation Underwriting Agreement (February 6th, 2019)
American Resources Corp – Underwriter Warrant (February 6th, 2019)

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

American Resources Corp – ASSET PURCHASE AGREEMENT by and among SYNERGY COAL, LLC AND WYOMING COUNTY COAL LLC November 7, 2018 ASSET PURCHASE AGREEMENT (December 11th, 2018)

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of November 7, 2018, by and among (i) Wyoming County Coal LLC, an Indiana company (the “Buyer”), and (ii) Synergy Coal, LLC, a West Virginia limited liability company (the “Company” or Seller”). The Buyer and the Seller are sometimes each referred to herein individually as a “Party” and collectively as the “Parties.”

American Resources Corp – Underwriter Warrant (December 11th, 2018)

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

American Resources Corp – Federal Mine Safety and Health Act Information (December 11th, 2018)

We work to prevent accidents and occupational illnesses. We have in place health and safety programs that include extensive employee training, safety incentives, drug and alcohol testing and safety audits. The objectives of our health and safety programs are to provide a safe work environment, provide employees with proper training and equipment and implement safety and health rules, policies and programs that foster safety excellence.

American Resources Corp – [●] Shares American Resources Corporation Underwriting Agreement (December 11th, 2018)
American Resources Corp – ASSET PURCHASE AND SALE AGREEMENT between THOMAS M. SHELTON And WYOMING COUNTY COAL LLC Dated as of November 7, 2018 ASSET PURCHASE AND SALE AGREEMENT (December 11th, 2018)

THIS ASSET PURCHASE AND SALE AGREEMENT (this “Agreement”), made as of November 7, 2018, by and between THOMAS M. SHELTON, an individual (“Seller”), and WYOMING COUNTY COAL LLC, an Indiana limited liability company (“Buyer”).

American Resources Corp – ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF AMERICAN RESOURCES CORPORATION Document Number P13000081579 (December 11th, 2018)

The undersigned, being the Chief Executive Officer and Director of American Resources Corporation, a Florida corporation, hereby certifies that the following Amendments to the company’s Articles of Incorporation have been adopted by the shareholders and the Board of Directors of the company via unanimous written action without a meeting on November 8, 2018 with each director of the company waiving notice of the meeting. Article IV of the company’s Articles of Incorporation are hereby amended and replaced with the following:

American Resources Corp – ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF AMERICAN RESOURCES CORPORATION Document Number P13000081579 (November 21st, 2018)

The undersigned, being the Chief Executive Officer and Director of American Resources Corporation, a Florida corporation, hereby certifies that the following Amendments to the company’s Articles of Incorporation have been adopted by the shareholders and the Board of Directors of the company via unanimous written action without a meeting on November 8, 2018 with each director of the company waiving notice of the meeting. Article IV of the company’s Articles of Incorporation are hereby amended and replaced with the following:

American Resources Corp – AMERICAN RESOURCES CORPORATION CODE OF CONDUCT (Adopted as of November 7th, 2018) (November 13th, 2018)

The Board of Directors (the “Board”) of American Resources Corporation (the “Company”) has adopted this Code of Conduct (this “Code”), which provides basic principles and guidelines to assist directors, officers and other employees in complying with the legal and ethical requirements governing the Company’s business conduct. This Code covers a wide range of business practices and procedures but does not cover every issue that may arise.

American Resources Corp – BYLAWS OF AMERICAN RESOURCES CORPORATION Incorporated under the Laws of the State of Florida Date of Adoption: November 7, 2018 (November 13th, 2018)
American Resources Corp – ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF AMERICAN RESOURCES CORPORATION Document Number P13000081579 (November 13th, 2018)

The undersigned, being the Chief Executive Officer and Director of American Resources Corporation, a Florida corporation, hereby certifies that the following Amendments to the company’s Articles of Incorporation have been adopted by the shareholders and the Board of Directors of the company via unanimous written action without a meeting on November 8, 2018 with each director of the company waiving notice of the meeting. Article IV of the company’s Articles of Incorporation are hereby amended and replaced with the following:

American Resources Corp – AMERICAN RESOURCES CORPORATION FINANCIAL CODE OF ETHICS (Adopted as of November 7th, 2018) (November 13th, 2018)

This Financial Code of Ethics (this “Financial Code”) of American Resources Corporation (the “Company”) contains the ethical principles by which the Company’s Chief Executive Officer, President, Chief Financial Officer (or other principal financial officer), Chief Operating Officer (or other principal operating officer) and other senior financial officers (collectively, the “Senior Officers”) are expected to conduct themselves when carrying out their duties and responsibilities. Senior Officers must also comply with the Company’s other ethics policies, including any amendments or supplements thereto, including the Company’s Corporate Code of Conduct (collectively, the “Ethics Policies”).

American Resources Corp – SUBSCRIPTION AGREEMENT (October 16th, 2018)

The undersigned (the “Subscriber”), desires to become a holder of common shares (the “Shares”) of AMERICAN RESOURCES CORPORATION, a corporation organized under the laws of the state of Florida (the “Company”); one share of Common Stock has a par value $0.0001 per share. Accordingly, the Subscriber hereby agrees as follows:

American Resources Corp – IN ADDITION, A LOAN AND SECURITY AGREEMENT DATED AS OF OCTOBER 4, 2017 (THE “LOAN AGREEMENT”) CONTAINS CERTAIN ADDITIONAL TERMS AND AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO THIS WARRANT. (October 11th, 2017)

American Resources Corporation, a company organized and existing under the laws of the State of Florida (the “Company”), hereby certifies that, for value received, Golden Properties Ltd., or its registered assigns (the “Warrant Holder”), is entitled, subject to the terms set forth below, to purchase from the Company up to Three Million Four Hundred Seventeen Thousand Six (3,417,006) shares (as adjusted from time to time as provided in Section 7, the “Warrant Shares”) of common stock, $.001 par value, of the Company (the “Common Stock”) at a price of One Cent ($0.01) per Warrant Share (as adjusted from time to time as provided in Section 7, the “Exercise Price”), at any time and from time to time from and after the date thereof and through and including 5:00 p.m. Indianapolis, Indiana time on October 02, 2020 (the “Expiration Date”), and subject to the following terms and conditions:

American Resources Corp – SENIOR SECURED PROMISSORY NOTE (October 11th, 2017)

FOR VALUE RECEIVED, AMERICAN RESOURCES CORPORATION, an Indiana company (the “Company”), hereby promises to pay to Golden Properties Ltd. (the “Lender”), the principal sum of One Million Six Hundred Seventy-Four Thousand Six Hundred Thirty-Two Dollars and Fourteen Cents ($1,674,632.14), together with interest thereon from the date of this Note. Interest shall accrue at a rate set forth in that certain Loan and Security Agreement dated as of October 4, 2017 by and between the Company and the Lender (the “Loan and Security Agreement”). The principal and unpaid accrued interest shall be due and payable by the Company on the Maturity Date as further described in the Loan and Security Agreement. This Note is issued under the Loan and Security Agreement, and capitalized terms not defined herein shall have the meaning set forth in the Loan and Security Agreement.

American Resources Corp – THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT. IN ADDITION, A LOAN AND SECURITY AGREEMENT DATED AS OF OCTOBER 4, 2017 (THE “LOAN AGREEMENT”) CONTAINS CERTAIN ADDITIONAL (October 11th, 2017)

American Resources Corporation, a company organized and existing under the laws of the State of Florida (the “Company”), hereby certifies that, for value received, Golden Properties Ltd., or its registered assigns (the “Warrant Holder”), is entitled, subject to the terms set forth below, to purchase from the Company up to Four Hundred Thousand (400,000) shares (as adjusted from time to time as provided in Section 7, the “Warrant Shares”) of common stock, $.001 par value, of the Company (the “Common Stock”) at a price of Eleven Dollars and Forty-Four Cents ($11.44) per Warrant Share (as adjusted from time to time as provided in Section 7, the “Exercise Price”), at any time and from time to time from and after the date thereof and through and including 5:00 p.m. Indianapolis, Indiana time on October 02, 2020 (the “Expiration Date”), and subject to the following terms and conditions:

American Resources Corp – SENIOR SECURED PROMISSORY NOTE (October 11th, 2017)

FOR VALUE RECEIVED, AMERICAN RESOURCES CORPORATION, an Indiana company (the “Company”), hereby promises to pay to Golden Properties Ltd. (the “Lender”), the principal sum of Six Hundred Thousand dollars ($600,000.00), together with interest thereon from the date of this Note. Interest shall accrue at a rate set forth in that certain Loan and Security Agreement dated as of October 4, 2017 by and between the Company and the Lender (the “Loan and Security Agreement”). The principal and unpaid accrued interest shall be due and payable by the Company on the Maturity Date as further described in the Loan and Security Agreement. This Note is issued under the Loan and Security Agreement, and capitalized terms not defined herein shall have the meaning set forth in the Loan and Security Agreement.

American Resources Corp – LOAN AND SECURITY AGREEMENT (October 11th, 2017)

GOLDEN PROPERTIES LTD., a British Columbia company with an office at Suite 500 – 1177 West Hastings Street, Vancouver, British Columbia, V6E 2K3,

American Resources Corp – THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT. IN ADDITION, A LOAN AND SECURITY AGREEMENT DATED AS OF OCTOBER 4, 2017 (THE “LOAN AGREEMENT”) CONTAINS CERTAIN ADDITIONAL (October 11th, 2017)

American Resources Corporation, a company organized and existing under the laws of the State of Florida (the “Company”), hereby certifies that, for value received, Golden Properties Ltd., or its registered assigns (the “Warrant Holder”), is entitled, subject to the terms set forth below, to purchase from the Company up to Four Hundred Thousand (400,000) shares (as adjusted from time to time as provided in Section 7, the “Warrant Shares”) of common stock, $.001 par value, of the Company (the “Common Stock”) at a price of Three Dollars and Fifty-Five Cents ($3.55) per Warrant Share (as adjusted from time to time as provided in Section 7, the “Exercise Price”), at any time and from time to time from and after the date thereof and through and including 5:00 p.m. Indianapolis, Indiana time on October 02, 2019 (the “Expiration Date”), and subject to the following terms and conditions:

American Resources Corp – THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT. IN ADDITION, A LOAN AND SECURITY AGREEMENT DATED AS OF OCTOBER 4, 2017 (THE “LOAN AGREEMENT”) CONTAINS CERTAIN ADDITIONAL (October 11th, 2017)

American Resources Corporation, a company organized and existing under the laws of the State of Florida (the “Company”), hereby certifies that, for value received, Golden Properties Ltd., or its registered assigns (the “Warrant Holder”), is entitled, subject to the terms set forth below, to purchase from the Company up to Four Hundred Thousand (400,000) shares (as adjusted from time to time as provided in Section 7, the “Warrant Shares”) of common stock, $.001 par value, of the Company (the “Common Stock”) at a price of Eight Dollars and Fifty-Eight Cents ($8.58) per Warrant Share (as adjusted from time to time as provided in Section 7, the “Exercise Price”), at any time and from time to time from and after the date thereof and through and including 5:00 p.m. Indianapolis, Indiana time on October 02, 2020 (the “Expiration Date”), and subject to the following terms and conditions: