Form 8-K - Current report

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): November 12, 2024

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 230, 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)

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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))

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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		OTC

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 7.01 Regulation FD Disclosure.

On November 8, 2024, American Clean Resources Group (“ACRG”) posted an update on its website to shareholders addressing ACRG’s delay in filing its financial reports for the fiscal year 2023 as a result of the unexpected retirement and subsequent medical disability of key personnel within our contracted financial advisory firm, and the appointment of Incado Partners, LLC (“Incado”) as our new financial advisory firm.

The update further provided shareholders information regarding our strategic reevaluation and future vision for ACRG, which included the announcement of the name of our renewable energy industrial park, “The Greenway 2 Power™ Renewable Energy Industrial Park”. The update also announced the engagement of the law firm Dickinson Wright, PLLC as its new SEC and corporate counsel.

In addition to the update, ACRG also posted a PowerPoint presentation of “The Greenway 2 Power™ Renewable Energy Industrial Park” and mailed a letter on November 11, 2024 to all shareholders with updates on the future vision and reasoning for the delayed filings.

The information in this Item 7.01, including the information set forth in Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial statements and Exhibits

Exhibit No.		Description
99.1		Update to Shareholders, dated November 8, 2024.
99.2		Presentation – “The Greenway to Power™ Renewable Energy Industrial Park”..
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: November 12, 2024	By:	/s/ Tawana Bain
		Tawana Bain
		Chief Executive Officer

Exhibit 99.1

November 8, 2024

RE: Update on ACRG’s Strategic Initiatives and Financial Reporting

Dear ACRG Shareholder,

We are writing to provide an important update regarding ACRG’s fiscal operations and strategic direction. Due to the unexpected retirement and subsequent medical disability of key personnel at our financial advisory firm, there has been a delay in filing our financial reports for fiscal year 2023. We understand the importance of these reports to you, and we want to assure you that we are on track to file them by the end of November, followed immediately by the quarterly reports for 2024. We are also committed to submitting the 2024 Form 10-K on schedule.

New Financial Advisory Partnership

We are excited to announce our new partnership with Incado Partners, who have assumed the role of our financial advisory team. Their expertise is already yielding substantial improvements to our operations, and they are making swift progress in finalizing our 2023 financial statements. With their support, we are positioned to resume our regular reporting schedule.

Strategic Reevaluation and Future Vision

This past year has been a period of strategic reevaluation for ACRG. A 12-month listening tour, involving community stakeholders, thought leaders, and legacy shareholders, along with a detailed survey conducted with our Board of Advisors, has revealed exciting strategic opportunities. These insights have informed the redefinition of our business model to better align with the evolving green energy and high- tech sectors.

We are thrilled to announce the official naming of our industrial park, The Greenway to Power™ Renewable Energy Industrial Park. This name communicates our commitment to renewable energy and sustainability, aligning perfectly with our goals. The park, located in Millers, Nevada, will leverage key assets including:

Proximity to the Solar Energy Zone and the Greenlink West Grid, and Hawthorne Railway

Ample water rights and an existing cell phone tower

Strategic access to a major fiber optic junction, direct connection to California grid and HWY 95

A Vision for the Future

As we move forward, we are focusing on attracting tenants committed to producing NetZero goods and services, with a special emphasis on data centers and AI farms. This strategic direction is aligned with the growing demand for sustainable infrastructure among tech giants. With renewable energy powering our facilities, the ability to sell excess power, and access to essential resources like water, ACRG is well- positioned to meet the needs of tech companies looking for remote, sustainable sites.

Operational and Strategic Phases ACRG’s development is structured into three key phases:

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Phase I: Laying the groundwork through infrastructure, regulatory engagements, and labor partnerships.

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Phase II: Expanding infrastructure, including a 2 GW solar farm and the setup of initial data centers.

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Phase III: Maximizing operational efficiency and output, leading to substantial growth and return on investment.

Governance and Legal Oversight

We’ve bolstered our governance frameworks with the support of Dickinson Wright, PLLC for legal oversight, ensuring compliance with SEC regulations. Additional legal expertise will soon be engaged to further support our environmental, tax, and construction operations.

We appreciate your continued patience as we work through the restructuring of our management to capitalize on this multi-billion-dollar opportunity. We remain committed to transparency and will provide regular updates as we reach key milestones in our journey toward a sustainable and prosperous future.

Stay Informed

Visit our dedicated page at acrgincorp.com/greenwaytopower to access our latest presentation, explore the strategic assets, and receive ongoing updates. We value your input and encourage you to stay engaged as we continue to grow and innovate.

Thank you for your continued trust and support.

Warm regards,

Tawana Bain

Chairwoman and CEO,

American Clean Resources Group

Forward Looking Statements

This document contains forward-looking statements within the scope of the safe harbor provisions as established by the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, excluding historical facts, represent the American Clean Resources Group, LLC’s (the “Company”) views and expectations. While the Company’s management holds reasonable belief in the validity of these forward-looking statements, there can be no assurance that these expectations will prove accurate. These forward-looking statements inherently carry inherent risks and uncertainties that could result in future outcomes differing significantly from the Company’s projections. Some of these potential risks and uncertainties encompass interpretations or reinterpretations of geological data, unfavorable outcomes from exploration efforts, challenges in obtaining the necessary permits for future exploration, development, or production activities, broader economic conditions affecting the industries in which the Company operates, regulatory requirements and approvals subject to uncertainty, fluctuations in mineral and commodity prices, final investment approvals, and the ability to secure financing on favorable terms, if at all. For more comprehensive insight into the factors that may deviate actual results from these forward-looking statements, please refer to the Company’s filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the year concluding on December 31, 2022, as well as any subsequent regulatory filings throughout 2023. The Company does not undertake any obligation to update or revise the information contained or referenced in this document reflecting its commitment to transparency and accuracy in disclosing forward-looking information. SOURCE American Clean Resources Group, LLC

Exhibit 99.2

Renewable Energy Industrial Park Optimizing Assets for a Sustainable Future This document contains forward - looking statements within the scope of the safe harbor provisions as established by the U.S. Private Securities Litigation Reform Act of 1995. These forward - looking statements, excluding historical facts, represent the American Clean Resources Group, LLC's (the "Company") views and expectations. While the Company's management holds reasonable belief in the validity of these forward - looking statements, there can be no assurance that these expectations will prove accurate. These forward - looking statements inherently carry inherent risks and uncertainties that could result in future outcomes differing significantly from the Company's projections. Some of these potential risks and uncertainties encompass interpretations or reinterpretations of geological data, unfavorable outcomes from exploration efforts, challenges in obtaining the necessary permits for future exploration, development, or production activities, broader economic conditions affecting the industries in which the Company operates, regulatory requirements and approvals subject to uncertainty, fluctuations in mineral and commodity prices, final investment approvals, and the ability to secure financing on favorable terms, if at all. For more comprehensive insight into the factors that may deviate actual results from these forward - looking statements, please refer to the Company's filings with the Securities and Exchange Commission, including the Annual Report on Form 10 - K for the year concluding on December 31, 2022, as well as any subsequent regulatory filings throughout 2023. The Company does not undertake any obligation to update or revise the information contained or referenced in this document reflecting its commitment to transparency and accuracy in disclosing forward - looking information. SOURCE American Clean Resources Group, LLC Shareholder Update

A Message from Our CEO – Charting a Strategic Expansion Welcome to the unveiling of our new strategic direction and the renaming of our Industrial Park to Greenway 2 Power Renewable Energy Industrial Park. This change reflects a year of diligent exploration and advice from key stakeholders, shifting our focus towards establishing data centers in Phase I while concurrently enhancing our processing facilities. This is not just a change but an expansion, leveraging our unique assets to meet the demands of the modern tech landscape. 11/6/2024 Greenway 2 Power Vision and Grounded Assets 2

Comprehensive Site Overview - Surveyor’s Certificate This slide presents a certified surveyor’s map of our property, offering a detailed view of our extensive physical assets and their strategic layout, which forms the backbone of our operational capabilities 3

Here's a clear snapshot of what we currently own and have invested in: a fully operational power substation, three wells capable of delivering up to 110 million gallons of water annually, a major fiber optic line junction, and advanced communications infrastructure via an on - site cell phone tower. These are tangible assets, ready and waiting to drive our growth. Grounded Assets: The Foundation of Our Future Cell Tower Fiber Optic 2 Water Wells Power Substation connected to California Grid 11/6/2024 Greenway 2 Power Vision and Grounded Assets 4

High - Speed Communications – American Tower Advantage Our high - speed communication capabilities, are enhanced by the onsite American Cellphone Tower. This infrastructure is critical for ensuring seamless connectivity and operations across our facilities. 11/6/2024 Greenway 2 Power Vision and Grounded Assets 5

Fiber Optic Connectivity – Nevada’s Data Highway We are strategically located along the route of the high - capacity fiber optic line running through Millers, positioning us as a prime site for high - speed data transmission https://experience.arcgis.com/experience/339765dfab624307a477b63408dd3724?views=Vie w - 4 6

Detailed here are the water rights associated with our property, showcasing the substantial water resources available that are essential for both our data centers and processing facilities. 7

Strategic advantages to our location HWY 95 Hawthorne Railway Gateway to Greenlink West Solar Energy Zone Our location is not just about the tangible assets we hold but also about the strategic advantages that position us uniquely in the market. America’s Lithium Hub 11/6/2024 Greenway 2 Power Vision and Grounded Assets 8

Access to Major Transportation Networks Our site’s proximity and access to Highway 95 and the Hawthorne freight railway enhance our logistical capabilities, allowing for efficient material transport and supply chain optimizations. Our Property (Millers) 11/6/2024 Greenway 2 Power Vision and Grounded Assets 9

Strategic Advantage: Gateway to Greenlink West Our existing power substation, which stands ready for integration with the Greenlink West Grid is vital for ensuring robust, renewable energy distribution across our operations. Greenlink is an important project that will allow NV Energy to meet future energy demands, leading to economic growth and job stability, and is essential to helping Nevada achieve its de - carbonization goals and increased renewable portfolio standard, moving Nevada closer to a future powered by 100% renewable energy and reducing our carbon footprint. https://www.nvenergy.com/cleanenergy/greenlink Our Property (Millers) 11/6/2024 Greenway 2 Power Vision and Grounded Assets 10

Strategic Advantage: Proximity to the 16,000 - acre Solar Energy Zone Our property is uniquely positioned adjacent to the Solar Energy Zone, enhancing our ability to tap into renewable energy sources directly, crucial for sustainable industrial activities and reducing carbon footprints. Our Property (Millers) 11/6/2024 Greenway 2 Power Vision and Grounded Assets 11

Strategic Advantage: SEZ Policy Framework – Administrative Action Exhibit Key language and policy underpinnings from the administrative actions related to the Solar Energy Zone designation 12 The Energy Policy Act of 2005, was enacted as Public Law No: 10G - 58 This comprehensive legislation outlines various energy policies, including measures to increase energy production and transmission, improve energy efficiency, and expand the use of renewable energy sources. The process of identifying specific zones fell under the purview of the Bureau of Land Management (BLM) after the enactment of the legislation. The BLM, through subsequent planning and assessments, designates specific areas as SEZs based on criteria such as solar potential, environmental considerations, and other relevant factors. The 2012 Western Solar Plan identified 17 solar energy zones (SEZs) on about 285,000 acres [1,553 km2] of Bureau of Land Management (BLM) - administered lands. These SEZs are identified as Designated Leasing Areas (DLAs) in BLM's leasing regulations (43 CFR 2800). The 2012 Western Solar Plan defined the Area adjacent to our property as a SEZ.

Strategic Advantage: Embracing Our Proximity to America’s Lithium Hub With our strategic assets and proximity to lithium - rich regions, our site is optimally positioned to support a future lithium processing hub. This initiative ties directly into our broader asset optimization and sustainability goals, making ACRG a pivotal player in America’s energy transition 11/6/2024 Greenway 2 Power Vision and Grounded Assets 13

14 www.acrgincorp.com

Cover	Nov. 12, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 12, 2024
Entity File Number	000-14319
Entity Registrant Name	AMERICAN CLEAN RESOURCES GROUP, INC.
Entity Central Index Key	0000773717
Entity Tax Identification Number	84-0991764
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	12567 West Cedar Drive
Entity Address, Address Line Two	Suite 230
Entity Address, City or Town	Lakewood
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80228-2039
City Area Code	1.720
Local Phone Number	458.1124
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock $0.001 par value
Trading Symbol	ACRG
Entity Emerging Growth Company	false