American Clean Resources shifts planned SMS deal

American Clean Resources Group, Inc. reports that its prior definitive agreement from January 2022 to acquire 80.1% of Sustainable Metal Solutions, LLC was never completed and has now been superseded.

Accepted by SEC EDGAR 06/11/2026 - 03:58 PM EDT

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Form Type

8-K

Rhea-AI Filing Summary

American Clean Resources Group, Inc. reports that its prior definitive agreement from January 2022 to acquire 80.1% of Sustainable Metal Solutions, LLC was never completed and has now been superseded. Instead, the company is pursuing a restructuring toward directly acquiring the Cross-Caribou mining asset and associated mining permit held by Grand Island Resources, LLC, a subsidiary of SMS. The company has not yet signed a definitive agreement for this proposed asset acquisition, which would require negotiated documentation, a fairness opinion, and various regulatory, corporate, and other approvals. The company cautions that there is no assurance any definitive agreement will be reached or that the transaction will be completed.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Planned SMS equity stake under 2022 agreement: 80.1% membership interests

1 metrics

Planned SMS equity stake under 2022 agreement 80.1% membership interests Definitive agreement disclosed January 2022, not consummated and now superseded

Key Terms

definitive agreement, asset acquisition, fairness opinion, regulatory, corporate, and other approvals

4 terms

definitive agreement financial

"the Company entered into a definitive agreement providing for the Company’s acquisition of 80.1% of the membership interests"

A definitive agreement is a formal, legally binding document that outlines the final terms and conditions of a deal or transaction, such as a sale or partnership. It acts like a detailed contract that confirms all parties have agreed on the key details, making the deal official. For investors, it signals that the agreement is settled and moving toward completion, providing clarity and security about the transaction.

asset acquisition financial

"from an acquisition of a majority equity interest in SMS to a direct acquisition of the Cross-Caribou mining asset"

An asset acquisition is when a company buys specific pieces of another business—such as equipment, buildings, patents, customer lists, or inventory—rather than buying the other company’s stock. For investors, it matters because this lets a buyer add value or cut costs without taking on unwanted liabilities, similar to shopping for and installing only the useful appliances in a house instead of buying the whole property; the move can change future revenue, costs and risk.

fairness opinion financial

"subject to the negotiation and execution of definitive documentation, satisfaction of certain terms and conditions, receipt of a fairness opinion"

A fairness opinion is a professional assessment that evaluates whether the terms of a financial deal, such as a merger or acquisition, are fair from a financial point of view. It helps investors and stakeholders understand if the deal is reasonable and balanced, much like an independent expert giving an unbiased judgment on whether a price or agreement is fair. This assurance can increase confidence that the transaction is fair for all parties involved.

regulatory, corporate, and other approvals regulatory

"receipt of required regulatory, corporate, and other approvals"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction change did American Clean Resources Group (ACRG) disclose in this Form 8-K?

American Clean Resources Group disclosed it is shifting from a planned acquisition of 80.1% of Sustainable Metal Solutions, LLC to pursuing a direct acquisition of the Cross-Caribou mining asset and related permit held by Grand Island Resources, LLC, a subsidiary of SMS.

What happened to American Clean Resources Group’s 2022 agreement to acquire Sustainable Metal Solutions?

The company’s 2022 definitive agreement to acquire 80.1% of Sustainable Metal Solutions’ membership interests was never consummated. That agreement has now been superseded as the company instead pursues a potential direct acquisition of the Cross-Caribou mining asset from a subsidiary of SMS.

Has American Clean Resources Group signed a definitive agreement for the Cross-Caribou asset acquisition?

No, American Clean Resources Group has not entered into a definitive agreement for the proposed Cross-Caribou asset acquisition. Any future transaction would depend on negotiating final documents, obtaining a fairness opinion, and securing required regulatory, corporate, and other approvals.

What conditions must be met for American Clean Resources Group’s proposed Cross-Caribou asset acquisition?

The proposed Cross-Caribou asset acquisition would require negotiation and execution of definitive documentation, satisfaction of agreed terms and conditions, receipt of a fairness opinion, and receipt of necessary regulatory, corporate, and other approvals before it could close.

How certain is it that American Clean Resources Group will complete the proposed asset acquisition?

The company states there can be no assurance it will enter into a definitive agreement or complete the proposed asset acquisition. It also notes that any final transaction might not occur on the terms currently described, or might not occur at all.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 11, 2026

AMERICAN CLEAN RESOURCES GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada		000-14319		84-0991764
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

12567 West Cedar Drive, Suite 104, Lakewood, CO 80228-2039

(Address of principal executive offices)

1.720.458.1124

(Registrant’s telephone number, including area code)

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

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock $0.001 par value		ACRG		OTCPK

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

American Clean Resources Group, Inc. (the “Company”) previously disclosed in January 2022 that the Company entered into a definitive agreement providing for the Company’s acquisition of 80.1% of the membership interests of Sustainable Metal Solutions, LLC (“SMS”) (the “2022 Agreement”). The transaction contemplated by the 2022 Agreement has not been consummated.

In light of developments since 2021 and 2022, the Company is pursuing a restructuring of the contemplated transaction from an acquisition of a majority equity interest in SMS to a direct acquisition of the Cross-Caribou mining asset, including the associated mining permit, currently held by Grand Island Resources, LLC, a subsidiary of SMS (the “2026 Asset Acquisition”). As such, the 2022 Agreement has been superseded by the 2026 Asset Acquisition.

The Company has not entered into a definitive agreement with respect to the proposed asset acquisition. Any such restructuring would be subject to the negotiation and execution of definitive documentation, satisfaction of certain terms and conditions, receipt of a fairness opinion, and receipt of required regulatory, corporate, and other approvals. There can be no assurance that the Company will enter into a definitive agreement for the proposed asset acquisition, or that any such transaction will be completed on the terms described above or at all.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. None.

SIGNATURE

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 CLEAN RESOURCES GROUP, INC.

Date: June 11, 2026	By:	/s/ Tawana Bain
		Tawana Bain
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents