American Resource Corporation Limited - s. 144

Headnote

Application by an issuer for an order revoking a cease trade order made by the Commission - Cease trade order issued as a result of the issuer's failure to file certain continuous disclosure documents required by Ontario securities law - Defaults subsequently remedied by bringing continuous disclosure filings up-to-date - Cease trade order revoked.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127, 144.

June 18, 2008

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, C. S.5, AS AMENDED

(the "Act")

AND

IN THE MATTER OF

AMERICAN RESOURCE CORPORATION LIMITED

ORDER

(Section 144)

WHEREAS the securities of American Resource Corporation Limited (the Company) are subject to a temporary cease trade order dated May 26, 2004 made by the Ontario Securities Commission (the Commission) pursuant to paragraph 2 of subsection 127(1) and subsection 127(5) of the Act, as extended by a cease trade order dated June 7, 2004 made by the Commission pursuant to paragraph 2 of subsection 127(1) and subsection 127(8) of the Act (collectively, the Cease Trade Order), directing that all trading in the securities of the Company cease until the Cease Trade Order is revoked;

AND WHEREAS the Company has applied to the Commission pursuant to section 144 of the Act for an order revoking the Cease Trade Order;

AND UPON the Company having represented to the Commission that:

1. The Company is a corporation incorporated by memorandum of association on August 27, 1981 and is governed by the Companies Act 1981 (Bermuda). Its registered office is at Canon's Court, 22 Victoria Street, P.O. Box HM 1179, Hamilton HM EX, Bermuda.

2. The Company is a merchant financing company.

3. The Company is a reporting issuer in each of the provinces of British Columbia, Alberta, Saskatchewan, Ontario and Quebec.

4. The authorized share capital of the Company consists of 20,000 common shares, of which 16,500 are currently outstanding, and 100,000,000 Class A non-voting shares, of which 88,353,500 are currently outstanding.

5. Canadian Express (International) Limited (Canadian Express International), an indirect wholly-owned subsidiary of Brookfield Asset Management Inc., currently owns 16,500 common shares in the capital of the Company, representing 100% of the total number of issued and outstanding common shares. Canadian Express International also currently owns 87,439,616 Class A non-voting shares in the capital of the Company, representing approximately 99% of the Class A non-voting shares.

6. No securities of the Company are traded on a stock exchange anywhere in the world.

7. The Cease Trade Order was issued due to the failure of the Company to file audited annual financial statements for its fiscal year ended December 31, 2003.

8. Securities of the Company are currently also subject to cease trade orders issued by the securities regulatory authorities in the provinces of British Columbia, Alberta and Quebec (collectively, the Other Cease Trade Orders). The British Columbia cease trade order was issued due to the failure of the Company to file comparative financial statements for its fiscal year ended December 31, 1996 and interim financial statements for the three month period ended March 31, 1997. The Alberta and Quebec cease trade orders were issued due to the failure of the Company to file audited annual financial statements for its fiscal year ended December 31, 2003 and interim financial statements for the period ended March 31, 2004. Concurrently with the Company's application for an order revoking the Cease Trade Order, the Company applied on March 27, 2008 for revocation of the Other Cease Trade Orders.

9. The comparative financial statements and management's discussion and analysis (MD&A) for the fiscal year ended December 31, 1996 were filed on SEDAR on December 5, 1997. The interim financial statements for the three month period ended March 31, 1997 were filed on SEDAR on December 18, 1997. The audited annual financial statements, MD&A and certificates relating thereto for the year ended December 31, 2003, and the interim financial statements and certificates relating thereto for the period ended March 31, 2004, were filed on SEDAR on August 11, 2004. The interim MD&A for the period ended March 31, 2004 was filed on SEDAR on October 20, 2004.

10. Certain continuous disclosure documents required to be filed under applicable securities laws subsequent to the Cease Trade Order were not filed in a timely manner.

11. The Company has now filed all continuous disclosure documents required to be filed with the relevant securities regulatory authorities.

12. The Company is not in default of any of its obligations as a reporting issuer under the Act or the rules and regulations made pursuant thereto.

13. The Company has paid all outstanding fees to the Commission, including all applicable activity and participation fees and late filing fees.

14. Upon the issuance of this revocation order, the Company will issue and file a news release and a material change report on SEDAR that announces the revocation of the Cease Trade Order and outlines the Company's future plans.

15. Other than the Other Cease Trade Orders, the Company has not previously been subject to another cease trade order issued by a Canadian securities regulatory authority within the 12-month period before the date of the Cease Trade Order.

16. The Company has complied with the annual meeting requirement in applicable legislation.

17. The Company is not considering, nor is it involved in any discussion relating to a reverse take-over, merger, amalgamation or other form of combination or transaction similar to any of the foregoing.

18. The Company has no securities, including debt securities, outstanding, other than the common shares and Class A non-voting shares.

19. The Company's SEDAR and SEDI profiles are up to date.

AND UPON considering the Application and the recommendation of the staff of the Commission;

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS ORDERED, pursuant to section 144 of the Act that the Cease Trade Order is revoked.