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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):
July 7, 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.
On July 1, 2026, American Clean Resources Group, Inc. (the "Company")
received a non-binding letter of intent (the "Letter of Intent") from Elko Heat Company ("EHC"), pursuant to which
EHC confirmed its commitment to use commercially reasonable good-faith efforts to arrange and provide up to $40 million of joint development
capital. Under the Letter of Intent, EHC, acting in its corporate investing capacity, confirmed its commitment to use commercially reasonable
good-faith efforts to arrange and provide up to $40,000,000 in joint development capital in support of the Company's pursuit of a Bureau
of Land
Management Solar Energy Zone competitive lease and associated solar
development activities under the active Plan of Development at the Company's Millers Property in Esmeralda County, Nevada (the "SEZ
Acquisition").
The Letter of Intent is provided in connection with the Joint Exploration
and Development Agreement dated June 9, 2026 between the Company and TRG Holdings, LLC covering the Millers Property (the "Millers
JEDA") and, at the parties' election, in connection with a project-level special purpose vehicle formed pursuant to Section 7 of
the Millers JEDA.
The Letter of Intent is not a binding commitment to lend or invest.
Funding under the Letter of Intent is subject to customary and prudent closing conditions, including satisfactory completion of financial,
legal, environmental, and regulatory due diligence; final approval by EHC's Investment Committee; the absence of any material adverse
change; issuance of the applicable Bureau of Land Management Solar Energy Zone competitive lease or comparable authorization; and the
negotiation and execution of mutually acceptable definitive documentation. There can be no assurance that any of these conditions will
be satisfied or that the SEZ Acquisition will be consummated on the contemplated terms or at all.
On July 1, 2026, the Company issued a press release regarding the foregoing.
A copy of the press release is furnished as Exhibit 99.1 hereto.
The information in this Item 8.01, including Exhibit 99.1, is being
furnished and shall not be deemed 'filed' for purposes of Section 18 of the Securities Exchange Act of 1934.
Cautionary Statement Regarding Forward-Looking Statements. This
Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not historical facts, including statements regarding
the Company’s development plans for the Cross Caribou asset and the anticipated effect, timing, or outcome of the judicial review
proceeding, are forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially from
those expressed or implied. These risks include the outcome of the judicial review and related administrative proceedings, the Company’s
ability to consummate and integrate the previously disclosed acquisition, and other factors described in the Company’s filings with
the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statement, whether as a result
of new information, future events, or otherwise, except as required by law.
Item 9.01 Financial Statements and Exhibits.
| Exhibit 99.1. |
|
Press Release. |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL)
|
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: July 7, 2026 |
By: |
/s/ Tawana Bain |
| |
|
Tawana Bain |
| |
|
Chief Executive Officer |
Exhibit
99.1
ACRG
AMERICAN
CLEAN RESOURCES GROUP
FOR
IMMEDIATE RELEASE
American
Clean Resources Group Receives Letter of Intent for Up to $40 Million in Joint Development Capital to Advance Millers Solar Energy Zone
Acquisition
Commitment
from Elko Heat Company, a Nevada geothermal utility operating since 1982, builds on the June 2026 Joint Exploration and Development Agreement
covering the Millers Property in Esmeralda County, Nevada
LAKEWOOD,
Colo. - July 1, 2026 - American Clean Resources Group, Inc. (OTC: ACRG), a domestic critical minerals and precious metals processing
company, today announced that it has received a Letter of Intent from Elko Heat Company (“EHC”), acting in its corporate investing
capacity, under which EHC has confirmed its commitment to use commercially reasonable good-faith efforts to arrange and provide up to
$40 million in joint development capital.
The
capital is intended to support ACRG’s pursuit of a Bureau of Land Management (BLM) Solar Energy Zone competitive lease and associated
solar development activities under the active Plan of Development at the Company’s Millers Property in Esmeralda County, Nevada (the
“SEZ Acquisition”). The commitment is made in connection with the Joint Exploration and Development Agreement dated June 9,
2026 between ACRG and TRG Holdings, LLC covering the Millers Property (the “Millers JEDA”), and, at the parties’ election,
in connection with a project-level special purpose vehicle formed under Section 7 of that agreement.
EHC
is a Nevada geothermal utility that has operated in Elko, Nevada since 1982, when it was established through a U.S. Department of Energy
grant, and provides continuous geothermal district heating service in the Elko community. Its geothermal well produces approximately
400 gallons per minute and the company holds substantial associated water rights. More than four decades of sustained, uninterrupted
geothermal operation give EHC a long-duration operating record of the kind that capital providers and industrial counterparties value.
For
EHC, the SEZ Acquisition reflects a broader strategic interest in clean energy generation. ACRG intends to power its critical
mineral processing hubs with clean, reliable energy, and EHC develops and operates energy generation, with deep expertise in
geothermal. The Millers Solar Energy Zone represents an immediate opportunity to develop generation capacity co-located with ACRG’s
operations, and EHC sees potential to support ACRG’s energy needs across additional processing sites over time. The Millers JEDA and
related development activities contemplate evaluating the property’s full energy development potential. EHC’s participation is
directed at energy infrastructure and generation, consistent with its core business, and not at mineral activities, which are
conducted by TRG Holdings, LLC or its designated affiliates.
EHC
is participating in this financing in its corporate investing capacity. The contemplated capital is expected to be sourced through EHC’s
own financing counterparties and capital relationships, and not from EHC’s regulated utility operations, rate base, or ratepayer funds.
The SEZ Acquisition relates to solar energy development and does not involve EHC’s regulated geothermal district heating service. EHC’s
participation in the SEZ Acquisition is a corporate investment activity separate from its regulated utility service.
According
to the Letter of Intent, EHC is working alongside its own capital markets and financing counterparties to structure and capitalize the
SEZ Acquisition and related development costs, and has indicated it has the financial capacity and market support to participate in and
jointly develop the SEZ Acquisition on or before October 31, 2026. As a soft interim milestone, EHC intends to provide ACRG with a written
status update by the end of August 2026 confirming progress on its capital structure and financing counterparty arrangements. Any such
update is for informational purposes and does not itself constitute a binding financing commitment.
Funding
remains subject to customary and prudent closing conditions, including satisfactory completion of financial, legal, environmental, and
regulatory due diligence on the active Plan of Development and the BLM competitive lease process; final approval by EHC’s Investment
Committee; no material adverse change; issuance of the BLM Solar Energy Zone competitive lease or comparable BLM authorization; and finalization
of mutually acceptable definitive documentation, including the form of EHC’s participation. The Letter of Intent is not a binding commitment
to lend or invest.
“The
Millers Property continues to attract the scale of capital and partnership structure its potential warrants,” said Tawana Bain,
Chairwoman and CEO of American Clean Resources Group. “Our hubs run on clean, reliable power, and partnering with a geothermal
utility that has operated continuously for more than forty years brings exactly the kind of energy expertise and operating credibility
this work demands.
Pairing
the Millers JEDA framework with joint development capital of this size positions us to advance the Solar Energy Zone opportunity alongside
our domestic processing infrastructure thesis. This is what building from the hub up looks like.”
ABOUT
THE MILLERS JEDA
The
Millers JEDA, dated June 9, 2026, establishes a binding framework for joint exploration, technical evaluation, regulatory pursuit, and
commercial scoping between ACRG and TRG Holdings, LLC at the Millers Property. It contemplates the formation of one or more project-level
special purpose vehicles under Section 7 to advance specific development
activities, including the SEZ Acquisition described above. The Millers JEDA does not itself create an operating joint venture; any such
relationship would be effected only through a definitive agreement following completion of the contemplated joint work.
ABOUT
ELKO HEAT COMPANY
Elko
Heat Company is a Nevada geothermal utility based in Elko, Nevada, operating continuously since 1982. Established through a U.S. Department
of Energy grant, EHC provides geothermal district heating service to the Elko community and develops and operates geothermal energy generation.
EHC’s geothermal well produces approximately 400 gallons per minute, supported by substantial associated water rights, with a multi-decade
record of sustained production. EHC’s participation in the SEZ Acquisition is a corporate investment in clean energy generation and is
separate from its regulated utility service. elkoheatcompany.com
ABOUT
AMERICAN CLEAN RESOURCES GROUP
American
Clean Resources Group (OTC: ACRG) builds domestic processing infrastructure for precious metals and critical minerals recovered from
above-ground feedstocks, using closed-loop, onsite processes. The Company is pursuing a NYSE uplisting. From the Hub Up. acrgincorp.com
FORWARD-LOOKING
STATEMENTS
This
press release contains forward-looking statements within the meaning of the federal securities laws, including statements regarding potential
joint development capital, the contemplated SEZ Acquisition, the Company’s energy and power plans, the evaluation of energy development
potential at the Millers Property, the timing and satisfaction of closing conditions, BLM authorizations, and the Company’s plans and
expectations. These statements are based on current expectations and are subject to significant risks and uncertainties. The Letter of
Intent described herein is not a binding commitment to lend or invest and remains subject to due diligence, investment committee approval,
regulatory authorization, and negotiation and execution of definitive documentation, any of which may not occur or may occur on different
terms or timing. The Millers JEDA does not obligate any party to enter into a definitive agreement or to consummate the SEZ Acquisition.
Statements regarding energy development potential do not constitute an estimate or characterization of any resource. Actual results may
differ materially from those expressed or implied. ACRG undertakes no obligation to update any forward-looking statement except as required
by law.
CONTACT
American
Clean Resources Group, Inc.
Morgan Saunders
morgan@acrgincorp.com
DRAFT
- FOR INTERNAL AND SECURITIES REVIEW - NOT FOR DISTRIBUTION - EHC BOILERPLATE SUBJECT TO EHC CONFIRMATION
