American Clean Resources (OTCPK: ACRG) details SMS services pact and Colorado permit hearing

Rhea-AI Filing Summary

American Clean Resources Group, Inc. entered into a Master Services Agreement with Sustainable Metal Solutions, LLC on March 11, 2026. Under this agreement, ACRG may provide administrative and advisory services to SMS pursuant to future work orders, but SMS retains full operational and regulatory responsibility.

The agreement gives ACRG no ownership, production, royalty, profit participation, or other economic interest in SMS and is not an acquisition, joint venture, or consolidation. The filing also explains that an SMS mine permit application in Colorado is undergoing an administrative classification review, with a procedural hearing set for March 18, 2026, and that ACRG is not the permit holder or mine operator.

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, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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.

1

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

2

FAQ

What agreement did American Clean Resources Group (ACRG) sign with Sustainable Metal Solutions?

American Clean Resources Group signed a Master Services Agreement with Sustainable Metal Solutions on March 11, 2026. ACRG may provide administrative and advisory services under future work orders, while SMS keeps full control over operations, technical matters, and regulatory compliance at its mining projects.

Does ACRG gain an ownership or economic interest in Sustainable Metal Solutions under this MSA?

No, the Master Services Agreement grants ACRG no ownership or economic interest in Sustainable Metal Solutions. It explicitly provides no production rights, royalty interests, profit participation, or other economic interest and is not structured as an acquisition, joint venture, or consolidation between the two parties.

How does this filing relate to ACRG’s planned 80.1% acquisition of SMS?

The filing notes ACRG has previously agreed arrangements to acquire an 80.1% interest in SMS, but the MSA itself is separate. The agreement only covers potential administrative and advisory services and does not implement or complete the planned ownership acquisition mentioned in earlier disclosures.

What is the Colorado mining permit issue involving SMS described by ACRG?

SMS, through its operator affiliate, submitted a Designated Mining Operation permit application in Colorado and later reduced its scope. Regulators treated the change as an amendment, triggering administrative review and a hearing before the Colorado Mined Land Reclamation Board on March 18, 2026, focused solely on classification.

Is the Colorado hearing related to any enforcement action against ACRG or SMS?

No, the hearing is described as procedural and focused on the application’s administrative classification. It is not the result of any enforcement action. The operator of record retains full regulatory responsibility, and ACRG is neither the permit holder nor the operator of the mine involved.

Will ACRG provide further updates about its relationship with SMS or the permit review?

ACRG states it will provide additional disclosure if material developments occur. This commitment applies to developments related to its relationship with Sustainable Metal Solutions or the described administrative regulatory review affecting the SMS-owned mine and associated permit application in Colorado.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB