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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):
March 12, 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” or “ACRG”) is providing the following disclosure for informational purposes regarding its relationship
with Sustainable Metal Solutions, LLC (“SMS”). The Company does not consider the Master Services Agreement described below
to be material to its financial condition or results of operations.
On March 11, 2026, the Company entered into
a Master Services Agreement (the “MSA”) with SMS, a Wyoming limited liability company. Under the MSA, the Company may from
time to time provide certain administrative and advisory services to SMS pursuant to written work orders executed by the parties.
SMS retains sole authority and responsibility
for all operational, technical, regulatory, environmental, health and safety, and compliance matters relating to its operations. The MSA
does not provide the Company with operational control over SMS or its activities and does not provide the Company with any ownership interest,
production rights, royalty interests, profit participation, or other economic interest in SMS or its operations. The MSA does not constitute,
and is not intended to constitute, an acquisition, joint venture, or consolidation of the Company and SMS.
The Company’s entry into the MSA was
prompted in part by an administrative regulatory review relating to a mine owned by SMS. As previously disclosed, the Company has entered
into mutually agreed-upon arrangements pursuant to which it plans to acquire an 80.1% interest in SMS.
SMS, through its affiliate serving as operator
of record, previously submitted a Designated Mining Operation (“DMO”) permit application. The operator subsequently elected
to reduce the scope of the pending application. Because the public comment period for the original DMO application had already closed,
the Colorado Division of Reclamation, Mining and Safety determined that the scope reduction could not be processed as a modification and
instead classified it as an “Amendment” under Colorado Rule 1.1(7), triggering administrative review and a hearing before
the Colorado Mined Land Reclamation Board scheduled for March 18, 2026. The hearing relates solely to the administrative classification
of the application and is procedural in nature rather than the result of any enforcement action.
The operator of record retains full regulatory
responsibility for the matter, and the Company is not the permit holder or operator of the mine. The Company will provide additional disclosure
if material developments occur.
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: March 12, 2026 |
By: |
/s/ Tawana Bain |
| |
|
Tawana Bain |
| |
|
Chief Executive Officer |
