STOCK TITAN

American Clean Resources (ACRG) enters Elko critical minerals JEDA

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

American Clean Resources Group, Inc. entered into a Joint Exploration and Development Agreement (Elko JEDA) with TRG Holdings, LLC to pursue development of a critical mineral processing hub in Elko, Nevada using geothermal brine resources, without new hardrock mining.

The Elko JEDA provides a binding framework for joint exploration, technical evaluation, regulatory coordination, and commercial scoping and contemplates forming project-level entities for specific development activities. It does not create an operating joint venture; any operating relationship would require a later definitive agreement.

The structure preserves separation between TRG Holdings’ regulated utility operations, including Elko Heat Company, and mineral activities, which occur through TRG Holdings or mineral-activity affiliates. Any project-level development remains subject to further evaluation, financing, permitting, and definitive documentation and may not occur.

Positive

  • None.

Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Elko JEDA agreement date July 16, 2026 Date American Clean Resources Group, Inc. entered into the Elko JEDA with TRG Holdings, LLC
Report signature date July 22, 2026 Date the report was signed on behalf of American Clean Resources Group, Inc. by the CEO
Common stock par value $0.001 per share Par value of American Clean Resources Group, Inc. common stock
Joint Exploration and Development Agreement regulatory
"entered into a Joint Exploration and Development Agreement (the “Elko JEDA”)"
critical mineral processing hub technical
"covering the development of a critical mineral processing hub in Elko, Nevada"
geothermal brine technical
"recovery of federally designated critical minerals from geothermal brine associated with TRG Holdings’ resources"
regulated utility operations regulatory
"structured to preserve the separation between TRG Holdings’ regulated utility operations, including Elko Heat Company"
forward-looking statements regulatory
"contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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FAQ

What agreement did American Clean Resources (ACRG) enter into on July 16, 2026?

American Clean Resources entered a Joint Exploration and Development Agreement with TRG Holdings, LLC. The Elko JEDA covers collaborative work toward a critical mineral processing hub in Elko, Nevada using geothermal brine resources and sets a binding framework for study and evaluation activities.

What is the Elko Critical Mineral Processing Hub planned by ACRG and TRG Holdings?

The contemplated Elko Critical Mineral Processing Hub would target federally designated critical minerals recovered from geothermal brine associated with TRG Holdings’ resources. It focuses on processing without new hardrock mining and remains subject to further evaluation, financing, permitting, and definitive project agreements.

Does the Elko JEDA create an operating joint venture for ACRG (ACRG)?

No. The Elko JEDA does not create an operating joint venture. It only establishes a framework for joint exploration and evaluation and contemplates potential project-level entities. Any operating relationship would require a separate, definitive agreement completed after the joint work phase.

How does the Elko JEDA treat TRG Holdings’ regulated utility operations?

The Elko JEDA is structured to preserve separation between TRG Holdings’ regulated utility operations, including Elko Heat Company, and mineral activities. Mineral exploration, extraction, and processing occur through TRG Holdings or mineral-activity affiliates, while geothermal, power generation, and related utility operations are reserved to TRG Holdings.

Is ACRG obligated to complete a transaction under the Elko JEDA?

No. The Elko JEDA does not obligate any party to enter a definitive agreement or consummate a transaction. Any project-level development depends on further evaluation, financing, permitting, and definitive documentation, and the company notes these steps may ultimately not occur.

How does ACRG characterize forward-looking information about the Elko project?

Statements about the Elko JEDA, the processing hub, and mineral recovery are labeled forward-looking statements subject to risks and uncertainties. The company notes laboratory or pilot results are preliminary and do not represent mineral reserves or resources or assure commercial recovery under Regulation S-K subpart 1300.
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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 16, 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 1.01. Entry into a Material Definitive Agreement.

 

On July 16, 2026, American Clean Resources Group, Inc. (the “Company”) entered into a Joint Exploration and Development Agreement (the “Elko JEDA”) with TRG Holdings, LLC (“TRG Holdings”) covering the development of a critical mineral processing hub in Elko, Nevada (the “Elko CMPH”). The Elko JEDA is the northern Nevada counterpart to the Company’s previously disclosed Joint Exploration and Development Agreement with TRG Holdings covering the Company’s Millers Property in Esmeralda County, Nevada.

 

The Elko JEDA establishes a binding framework for joint exploration, technical evaluation, regulatory coordination, and commercial scoping directed at the recovery of federally designated critical minerals from geothermal brine associated with TRG Holdings’ resources, without new hardrock mining. The Elko JEDA contemplates the potential formation of one or more project-level entities to advance specific development activities and does not itself create an operating joint venture. Any operating relationship would be effected through a definitive agreement following completion of the contemplated joint work.

 

The Elko JEDA is structured to preserve the separation between TRG Holdings’ regulated utility operations, including Elko Heat Company, and the mineral exploration, extraction, and processing activities of the project. Under the Elko JEDA, mineral activities are conducted through TRG Holdings or its designated mineral-activity affiliates and not through Elko Heat Company or any regulated utility affiliate, and TRG Holdings reserves its geothermal, power generation, and related utility operations.

 

The foregoing description of the Elko JEDA does not purport to be complete and is qualified in its entirety by reference to the full text of the Elko JEDA, which the Company intends to file as an exhibit to its periodic report for the fiscal period in which the Elko JEDA was executed.

 

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 Elko JEDA, the contemplated Elko Critical Mineral Processing Hub, the potential recovery of critical minerals from geothermal brine, the potential formation of project-level entities, and the Company’s plans and expectations, are forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Any laboratory or pilot results referenced are preliminary, do not constitute an estimate or characterization of any mineral reserve or mineral resource under subpart 1300 of Regulation S-K, and do not assure commercial recovery. The Elko JEDA does not obligate any party to enter into a definitive agreement or to consummate any transaction, and any project-level development remains subject to further evaluation, financing, permitting, and definitive documentation, any of which may not occur. Additional risks are 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.

 

104   Cover Page Interactive Data File (formatted as Inline XBRL)

 

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: July 22, 2026 By:  /s/ Tawana Bain
    Tawana Bain
    Chief Executive Officer

 

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Filing Exhibits & Attachments

3 documents