8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

December 23, 2010

Date of Report (Date of earliest event reported)

AMERICAN EXPLORATION CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	333-141060	98-0518266
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

520, 5th Ave SW Suite 2650 Calgary, Alberta, Canada	T2P 3R7
(Address of principal executive offices)	(Zip Code)

(403) 233-8484

Registrant’s telephone number, including area code

N/A

 (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 1. REGISTRANT’S BUSINESS AND OPERATIONS

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Effective on December 23, 2010, American Exploration Corporation, a Nevada corporation (the “Company”), entered into an amending agreement (the “Amending Agreement”) with Mainland Resources Inc., a Nevada corporation (“Mainland Resources”). The Amending Agreement is in regards to that certain merger agreement and plan of merger dated March 22, 2010, as amended by that certain letter agreement and amending agreement dated July 28, 2010 and as further amended by an amending agreement dated September 7, 2010 (the “Merger Agreement”). The Merger Agreement is subject to termination by either the Company or Mainland Resources if certain conditions specified in the Merger Agreement are not satisfied at or before September 30, 2010 (as previously amended to December 31, 2010) or such later date a s may be mutally agreed upon (the “Termination Date”). In accordance with the terms and provisions of the Amending Agreement, the Termination Date has been extended to March 31, 2011.

Important Additional Information Will Be Filed With The SEC

In connection with the proposed merger transaction with Mainland Resources announced on March 23, 2010, Mainland Resources intends to file relevant materials with the United States Securities and Exchange Commission (the “SEC”), including a Registration Statement on Form S-4 (the “Registration Statement”), which will include a preliminary prospectus and related materials to register the securities of Mainland Resources to be issued in exchange for securities of the Company. The Registration Statement will incorporate a joint proxy statement/ prospectus (the “Proxy Statement/Prospectus”) that the Company and Mainland Resources plan to file with the SEC and mail to their respective stockholders in connection with obtaining stockholder approval of the proposed merger.  The Registration Stateme nt and the Proxy Statement/Prospectus will contain important information about the Company, Mainland Resources, the merger and related matters. Investors and security holders are urged to read the Registration Statement and the Proxy Statement/Prospectus carefully when they are available. Investors and security holders will be able to obtain free copies of the Registration Statement and the Proxy Statement/Prospectus when they become available, and other documents filed with the SEC by the Company and Mainland Resources, through the web site maintained by the SEC at www.sec.gov.  The Company’s security holders will also receive information at an appropriate time on how to obtain these documents free of charge from the Company.

Each of the Company and Mainland Resources, and their respective directors and executive officers, also may be deemed to be participants in the solicitation of proxies from their respective stockholders in connection with the transaction described herein. Information regarding the special interests of these directors and executive officers in the transaction described herein will be included in the Proxy Statement/Prospectus described above.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of Business Acquired.

Not applicable.

(b) Pro forma Financial Information.

Not applicable.

(c) Shell Company Transaction.

Not applicable.

(d) Exhibits.

10.1  Amending Agreement dated December 23, 2010 between Mainland Resources Inc. and American Exploration Corporation.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMERICAN EXPLORATION CORPORATION
DATE:  December 31, 2010	/s/ Steven Harding
	Name: Steven Harding Title: President/Chief Executive Officer

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EX-10.1

EXHIBIT 10.1

AMENDING AGREEMENT

(MERGER AGREEMENT AND PLAN OF MERGER)

AND CONSENT BY AMERICAN EXPLORATION CORPORATION TO

PRIVATE PLACEMENT BY MAINLAND RESOURCES INC.

THIS AMENDING AGREEMENT AND CONSENT is made as of December 23, 2010

BETWEEN:  MAINLAND RESOURCES INC., a company existing under the laws of the State of Nevada, USA

 (“Mainland”)

AND:   AMERICAN EXPLORATION CORPORATION, a company existing under the laws of the State of Nevada, USA

 (“American Exploration”)

WHEREAS:

(A)Mainland and American Exploration (each a “Party” and, together, the “Parties”) have entered into a Merger Agreement and Plan of Merger dated March 22, 2010, as amended by a Letter Agreement dated July 28, 2010, as further amended by an Amending Agreement dated September 7, 2010 (as so amended, the “Merger Agreement”) which, subject to certain conditions, contemplates a merger between the Parties to be effected pursuant to Chapters 78 (Private Corporations) and 92A – Merg ers, Conversions, Exchanges and Domestications, of the Nevada Revised Statutes, with Mainland as the surviving corporation;

(B)Section 7.1 of the Merger Agreement provides for the amendment of the Merger Agreement in accordance with the terms set forth therein;

(C)The Merger Agreement is subject to termination by either Party under Section 7.3 of the Merger Agreement if certain conditions specified in the Merger Agreement are not satisfied at or before the “Termination Date”, which is defined in Section 1.1 of the Merger Agreement to mean December 31, 2010, or such later date as may be mutually agreed by the Parties;

(D)The Parties wish to amend the terms of the Merger Agreement to extend the Termination Date as described in this Agreement;

(E) Section 5.4(c)(vi) of the Merger Agreement provides that until the Effective Date or the earlier termination of the Merger Agreement, except with the consent of American Exploration, which consent shall not be unreasonable withheld, other than the grant of stock options by Mainland in the ordinary course, Mainland shall not sell, pledge, encumber, allot, reserve, set aside or issue, authorize or propose the sale, pledge, encumbrance, allotment, reservation, setting aside or issuance of, or purchase or redeem or propose the purchase or redemption of, any shares in its capital stock or of any Subsidiary thereof or any class of securities convertible or exchangeable into, or rights, warrants or options to acquire, any such shares or other convertible or exchange able securities; and

(F) Mainland desires to effect a private placement (the “Private Placement”) of units, with each unit consisting of one common share of Mainland and one-half of one share purchase warrant, and American hereby agrees to provide its consent for Mainland to effect such Private Placement.

THIS AGREEMENT WITNESSES that in consideration of the respective covenants and agreements herein contained, the Parties hereto covenant and agree as follows:

Certain Definitions

1.Capitalized terms not otherwise herein defined shall have the meaning ascribed to them in the Merger Agreement.

Termination Date

2.Section 1.1 of the Merger Agreement is hereby amended to replace “December 31, 2010” with “March 31, 2011” in the definition of “Termination Date”.

Amendment

3.Except as expressly amended hereby, the Merger Agreement is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect as of the date hereof.

Effect of Amendment

4.This Amendment shall form a part of the Merger Agreement for all purposes, and each Party thereto and hereto shall be bound hereby. From and after the execution of this Amendment by the Parties hereto, any reference to the Merger Agreement shall be deemed a reference to the Merger Agreement as amended hereby.

Consent to Private Placement

5. American Exploration hereby consents to the proposed Private Placement by Mainland of up to 5,714,286 units at a price of US$0.35 per unit for total proceeds of up to US$2,000,000, with each unit consisting of one common share of Mainland and one-half of one share purchase warrant, and with each whole warrant entitling the holder thereof to purchase one additional common share of Mainland at an exercise price of US$0.65 per share for five years from the issuance date of such warrants.

Entire Agreement

6. This Agreement constitutes the entire agreement between the Parties, and supersedes every previous agreement, communication, expectation, negotiation, representation or understanding, whether oral or written, express or implied, statutory or otherwise between the Parties, with respect to the subject matter of this Agreement.  Nothing in this Section 6 will limit or restrict the effectiveness and validity of any document with respect to the subject matter of this Agreement that is executed and delivered contemporaneously with or pursuant to this Agreement.

Governing Laws

7. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein and shall be treated in all respects as a British Columbia contract.

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Counterparts

8. This Agreement may be executed in any number of counterparts, in original form or by facsimile, each of which will together, for all purposes, constitute one and the same instrument, binding on the Parties, and each of which will together be deemed to be an original, notwithstanding that each Party is not a signatory to the same counterpart.

Headings

9. The descriptive headings of the several Sections of this Amendment were formulated, used and inserted in this Amendment for convenience only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.

THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK

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IN WITNESS WHEREOF this Agreement has been executed by the Parties effective as of the day and year first above written.

MAINLAND RESOURCES INC.	AMERICAN EXPLORATION CORPORATION
/s/	/s/
Name	Name
Title	Title

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