Material Event (Form 8-K)

Item 8.01. Other Events.

American Clean Resources Group, Inc. (the "Company") previously disclosed in January 2022 that the Company entered into a definitive agreement providing for the Company's acquisition of 80.1% of the membership interests of Sustainable Metal Solutions, LLC ("SMS") (the "2022 Agreement"). The transaction contemplated by the 2022 Agreement has not been consummated.

In light of developments since 2021 and 2022, the Company is pursuing a restructuring of the contemplated transaction from an acquisition of a majority equity interest in SMS to a direct acquisition of the Cross-Caribou mining asset, including the associated mining permit, currently held by Grand Island Resources, LLC, a subsidiary of SMS (the "2026 Asset Acquisition"). As such, the 2022 Agreement has been superseded by the 2026 Asset Acquisition.

The Company has not entered into a definitive agreement with respect to the proposed asset acquisition. Any such restructuring would be subject to the negotiation and execution of definitive documentation, satisfaction of certain terms and conditions, receipt of a fairness opinion, and receipt of required regulatory, corporate, and other approvals. There can be no assurance that the Company will enter into a definitive agreement for the proposed asset acquisition, or that any such transaction will be completed on the terms described above or at all.