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.…
American Clean Resources Group, Inc. is a publicly traded company focused on sustainable industrial development, integrating renewable energy, responsible resource processing, and enabling infrastructure to support resilient U.S. supply chains. The Company’s flagship development, Greenway to Power, is advancing in Nevada.
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Item 8.01Item 8.01 - Other Events
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.
Filed exhibits (1)
EX-99.1 (by filename) ea029734501ex99-1.htm
EX-99.1
2
ea029734501ex99-1.htm
PRESS RELEASE
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 Cou…