American Clean Resources Group, Inc.

ITEM 1A. RISK FACTORS

An investment in our common stock is highly speculative and involves a high degree of risk. Before making an investment decision, you should carefully consider the risks described below together with all of the other information included in this prospectus. The statements contained in or incorporated into this prospectus that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occur, our business, financial condition or results of operations could be harmed. In that case, the value of our common stock could decline, and an investor in our securities may lose all or part of their investment.

Risks Related to Our Capital Stock

INVESTORS MAY BE UNABLE TO ACCURATELY VALUE OUR COMMON STOCK.

Investors often value companies based on the stock prices and results of operations of other comparable companies. Currently, we do not believe another publicly traded permitted custom processing toll milling company exists that is directly comparable to our size and scale. Prospective investors, therefore, have limited historical information about our permitted custom processing toll milling capabilities on which to base an evaluation of our performance and prospects and an investment in our common stock. As such, investors may find it difficult to accurately value our common stock.

INVESTORS MAY FACE SIGNIFICANT RESTRICTIONS ON THE RESALE OF OUR COMMON STOCK DUE TO FEDERAL REGULATION OF PENNY STOCKS.

The SEC has defined any equity security with a market price of less than $5.00 per share as a penny stock. Penny stocks are subject to the requirements or Rule 15(g)-9 of the Securities Exchange Act of 1934. Our common stock is quoted on the Over the Counter (OTC) Markets under the symbol ACRG and despite recent trading prices above $5.00 per share, has historically been below $5.00 per share. Therefore, our common stock is deemed a penny stock and is subject to the requirements of Rule 15(g)-9. Under such rule, broker-dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements, including a requirement that they make an individualized written suitability determination for the purchaser and receive the purchasers consent prior to the transaction. The required penny stock disclosures include the delivery, prior to any transaction, of a disclosure schedule explaining the penny stock market and the risks associated with it. Such requirements could severely limit the market liquidity of the securities and the ability of purchasers to sell their securities in the secondary market.

WE DO NOT INTEND TO PAY DIVIDENDS FOR THE FORESEEABLE FUTURE.

We have never declared or paid any dividends on our common stock. We intend to retain all of our earnings, if any, for the foreseeable future to finance the operation and expansion of our business, and we do not anticipate paying any cash dividends in the future. Our Board of Directors retains the discretion to change this policy.

THE MARKET FOR OUR COMMON STOCK MAY FLUCTUATIS LIMITED AND MAY BE VOLATILE.

Currently, our common stock is traded on the OTC Expert Market. Stock prices on t, and is not eligible for proprietary broker-dealer quotations. OTC Markets may designate securities for quoting on the Expert Market when it is not able to confirm that the company is making current information publicly available under SEC Rule 15c2-11, or when the security is otherwise restricted from public quoting. Unsolicited-Only stocks, such as ours, have a higher risk of wider spread, increased volatility, and price dislocations. Stock prices on the OTC Markets can , especially Unsolicited-Only stocks listed on the Expert Market, can be more volatile than stocks trading on national market systems such as NSADAQ, NYSE or AMEX. Our stock Quotations in Expert Market securities are restricted from public viewing, and pricing is only available to broker-dealers and with investor best execution needs. Investors may have difficulty selling out stock. Additionally, our stock price may be affected by factors outside of our control and unrelated to our business operations.

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OUR PRIOR FAILURE TO TIMELY FILE REPORTS REQUIRED BY THE SEC COULD AVERSELY AFFECT OUR BUSINESS, OUR REPUTATION, AND THE VALUE OF OUR STOCK.

We did not timely file our Annual Reports on Form 10-K for the years ended December 31, 2024 and December 31, 2023, its Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2024, June 30, 2024 and September 30, 2024 or Quarterly Reports on Form 10-Q/A for the quarterly periods ended March 31, 2023, June 30, 2023, or September 30, 2023. As a result, we have been or could be subject to risks Rincluding potential notice of non-compliance from OTC Markets, limitations on our ability to use short-form registration statements, potential events of default under financing arrangements, increased audit and compliance costs, and reputational harm with investors, customers, and employees. Although this Super 10-K is intended to bring us current in our Exchange Act reporting, we could in the future experience delays in filings, and any such delays could have the effects described above and could negatively impact the market price of our securities.

Risks Related to Our Financial Condition

WE CURRENTLY DO NOT HAVE ENOUGH CASH TO FUND OPERATIONS AND/OR REDUCE OUR DEBT DURING 20245.

We have very limited funds, and such funds are not adequate to develop our current business plan, or even to satisfy our existing working capital requirements. We will be required to raise additional funds to effectuate our current business plan for permitted custom processing toll milling and to satisfy our working capital requirements. Without significant additional capital, we will be unable to start operations. With respect to our proposed permitted custom processing toll milling operations, the costs and ability to successfully operate have not been fully verified because none of our proposed tolling operations have begun and we may incur unexpected costs or delays in connection with starting operations. The cost of designing and building our operations and of finding customers and sources of ore for our toll milling sources can be extensive and will require us to obtain additional financing, and there is no assurance that we will have the resources necessary or the financing available to attain operations or to acquire customers and ore sources necessary for our long-term business. Our ultimate success will depend on our ability to raise additional capital. Additionally, such additional capital may not be available to us at acceptable terms or at all. Further, if we increase our capitalization and sell additional shares of our capital stock, a shareholders position in our Company will be subject to dilution. In the event we are unable to obtain additional capital, we may be forced to cease our search for additional business opportunities, reduce our operating expenditures or to cease operations altogether.

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WE HAVE NOT YET BEGUN OPERATIONS AND WE EXPECT TO INCUR LOSSES FOR THE FORESEEABLE FUTURE.

We have yet to commence active operations. We have no prior operating history from which to evaluate our success, or our likelihood of success in operating our business, generating any revenues, or achieving profitability. This provides a limited basis for you to assess our ability to commercialize our services and the advisability of investing in our securities. We have not generated revenue from our toll milling services to date and there can be no assurance that our plans for permitted custom processing toll milling will be successful, or that we will ever attain significant revenue or profitability. Also, toll milling is a new area of business for us, and our management team has little experience in permitted custom processing toll milling operations. Although we intend to hire knowledgeable and experienced employees and/or consultants with significant experience in toll milling operations, there is no guarantee that we will reach profitability in the near future, if at all. As we develop our Tonopah property to prepare for operations, we are subject to unforeseen costs, expenses, problems and difficulties inherent in new business ventures.

OUR MANAGEMENT HAS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

The consolidated financial statements for each of these periods were prepared assuming that we would continue as a going concern. We have had net losses for each of the years ended December 31, 20234 and 20223, and we have an accumulated a deficit as of December 31, 20234, of $107,939,39513,553,937. Virtually all of the Companys assets are encumbered or pledged under senior secured debt that is in default. These conditions raise substantial doubt about our ability to continue as a going concern. Furthermore, since we do not expect to generate any significant revenues from operations for the foreseeable future, our ability to continue as a going concern depends, in large part, on our ability to raise additional capital through equity or debt financing transactions. If we are unable to raise additional capital, we may be forced to discontinue our business.

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Risks Related to the Company

WE HAVE LIMITED ASSETS.

Our assets to be used in the development of a toll milling service have not yet been utilized, we will need to acquire additional equipment and construct additional facilities and there can be no guarantee that we will be successful in utilizing our current assets or obtaining the additional equipment and facilities that we will need to operate going forward. We do not anticipate having any revenues from our permitted custom toll milling processing for the foreseeable future. Additionally, without adequate funding, we may never produce any significant revenues.

OUR MAJOR ASSETS ARE ENCUMBERED UNDER A DEED OF TRUST OR PLEDGED.

The Tonopah property is subject to a first deed of trust securing the Line of Credit held by GPR, a related party.

On March 16, 2020, the Company executed ntered into a Line of Credit (LOC) agreement with Granite Peak Resources, LLC (GPR), a related party, evidenced by a convertible promissory note and the majority shareholder of the Company. The initial LOC isprovided for borrowings up to $2,500,000, matures over three years and may be increased by up to another $1,000,000 and extended an additional two years at .5 million, with a maturity date of March 16, 2023. At GPRs sole opdiscretion. T, the LOC is for funding operating expenses critical to the Companys basic operations and redireccould be increased by an addition and all requests for funds may be approved al $1.0 million and extended for disapproved in GPRs sole discretiontwo years. The LOC bearsaccrued interest at 10% per annum,  and was convertible into shares of the Companys common stock at a$2.00 per share , based on the closing price of $1.65 and is sn the date of issuance. The LOC was secured by tsubstantially all of the Companys real and personal property of .

On July 12, 2021, the Company and its subsidiaries, and tLOC was amended (the First Amendment) to:

The subsidiaries stock GPR already has under lien (See Note 8 of First Amendment also granted GPR the option to furthe notes to tr increase the LOC by $5.0 million and extend the consolimaturity dated financi by an additional statements).

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Tfive years.

On January 5, 2023, the Company entered into an Second Amendment and Forbearance Agreeto the LOC (the Second Amendment) with GPR on January 5, 2023 wherein GPR agreed to: (a) increase. The amendment significantly restructured the existing LOC from $5,000,000 due March 16, 2025 to $35,000,000 due March 16, 2027, (b) roll two existing promissory notes aagreement. Key terms of the Second the judgeAmendment purchased by GPR into tincluded:

The LOC resulting in Company evaluated the extinguishamendment of such notes under ASC 470-50 and judgement as separate instruASC 470-60 and concluded it constituted a debt extinguishments, and (c) to forebear until January 12, 2024, on exercising its foreclosure rights under its Senior Securs the present value of the revised cash flows exceeded Note. The Companys Board of Directors approved athe 10% threshold. No gain or loss was revision in cognized, as the conversireacquisition price at which equaled the LOC may convert into the Companys common stock from $1.65 per share to $1.05 per share, based upon the market price of carrying amount of the extinguished debt.

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On June 12, 2023, the Companys common stock over the 3 days preceding the agree entered into a Third Amendment. GPR is  to the Companys majority shareholder and largest debtholder.LOC (the Third Amendment) with GPR holds a senior secured in. Key terest in all ms of the assets of tThird Amendment included:

The Company, including determined the stock of its subsidiary entities. Effective June 12, 2023, amendment met the criteria for a troubled debt restructuring (TDR) under ASC 470-60, as the Company entered into a Third Amendment Agreement with was experiencing financial difficulty and GPR, wherein the LOC was increased to $52,500,000 and both the Senior Secur granted a concession. The amendment was accounted Promissory Note (previously held by Pure Pafor as a debt extinguishment under ASC 470-50, with and acquired in 2019) and the Flechner Judgment (see the Companys 10-K for no gain or loss recognized.

On August 2, 2022) were rolled into the balance3, GPR converted $5,250,000 of the LOC and the Deed of Trust was princreased ipal into $2505,000,000 and the appropriate paperwork was filed with the requisite government office(s).

Advances by shares of restricted common stock. On August 15, 2023, GPR to pay directly certconverted the remain operating expenses, reduce certain accounts payable, or$4,969,551 (principal and acquire certain notes payable on the Companys behalf have been included in the promissory issucrued interest) into 4,732,906 shares of restricted common stock, at the conversion price of $1.05 per share, as provided byin the Company in connection with Third Amendment.

As of December 31, 2024 the LOC outstand classified accordingly in ing balance under the accompanyingLOC consolidaisted finaof $425,589 in principal statements.

In furtherance of the preparation for the planned merger with and $28,857 in accrued interest. As of December 31, 2023, the SMS Group, Granite Peak Resources, LLC converted a $5,250,000 portion of the LOC into 5 million shares of outstanding balance was $156,303 in principal and $1,149 in accrued interestricted common stock effective August 2, .

During the years ended December 31, 2024 and 2023. T, the remainCompany recognized non-cash borrowing $5,506,441 balance of s of $192,186 and $272,481, respectively, under the LOC was converted into 5,244,230 shares. These amounts represent expenses paid directly by GPR on behalf of restricted common stock effective August 15, 2023the Company and were recorded as increases to the LOC principal balance.

As of the date of this filing, GPR owns 10,542,989 shares of common stock, which is 73% is the majority and controlling owner of the Companys outstanding shares of common stock. .

OUR MANAGEMENT TEAM MAY NOT BE ABLE TO SUCCESSFULLY IMPLEMENT OUR BUSINESS STRATEGIES.

If our management team is unable to execute our business strategies, then our development could be materially and adversely affected. In addition, we may encounter difficulties in effectively managing the budgeting, forecasting and other process control issues presented by any future growth. We may seek to augment or replace members of our management team or we may lose key members of our management team, and we may not be able to attract new management talent with sufficient skill and experience.

OUR SUCCESS IN THE FUTURE MAY DEPEND ON OUR ABILITY TO ESTABLISH AND MAINTAIN STRATEGIC ALLIANCES, AND ANY FAILURE ON OUR PART TO ESTABLISH AND MAINTAIN SUCH RELATIONSHIPS WOULD ADVERSELY AFFECT OUR MARKET PENETRATION AND REVENUE GROWTH.

We may be required to establish strategic relationships with third parties in the mining and toll milling industries. Our ability to establish strategic relationships will depend on a number of factors, many of which are outside our control, such as the suitability of our property, facilities and equipment relative to our competitors, or the quality grade of precious minerals we are able to extract from the ore we process. We can provide no assurance that we will be able to establish strategic relationships in the future.

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In addition, any strategic alliances that we establish, will subject us to a number of risks, including risks associated with sharing proprietary information, loss of control of operations that are material to developed business and profit-sharing arrangements. Moreover, strategic alliances may be expensive to implement and subject us to the risk that the third party will not perform its obligations under the relationship, which may subject us to losses over which we have no control or expensive termination arrangements. As a result, even if our strategic alliances with third parties are successful, our business may be adversely affected by a number of factors that are outside of our control.

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Risks Relating to Our Business

WE WILL REQUIRE ADDITIONAL FINANCING TO FUND OUR PERMITTED CUSTOM PROCESSING TOLL MILLING DEVELOPMENT AND OPERATIONS.

Substantial additional financing will be needed to fund the current plan to begin toll milling services and develop and maintain the Tonopah property. Our means of acquiring investment capital is limited to private equity and debt transactions. We have no significant sources of currently available funds to engage in additional development. Without significant additional capital, we will be unable to fund our current property interests or effectuate our current business plan for permitted custom processing toll milling and mining services. See Risks Relating to Our Financial Condition We Currently Do Not Have Enough Cash to Fund Operations, and/or Reduce Debt During 2024.

OUR PERFORMANCE MAY BE SUBJECT TO FLUCTUATIONS IN MINERAL PRICES.

The profitability of any permitted custom processing toll milling services could be significantly affected by changes in the market price of minerals. Demand for minerals can be influenced by economic conditions and attractiveness as an investment vehicle. Other factors include the level of interest rates, exchange rates and inflation. The aggregate effect of these factors is impossible to predict with accuracy.

In particular, mine production and the willingness of third parties such as central banks to sell or lease gold affects the supply of gold. Worldwide production levels also affect mineral prices. In addition, the price of gold, silver and other precious minerals have, on occasion, been subject to very rapid short-term changes due to speculative activities.

OUR PERMITTED CUSTOM PROCESSING TOLL MILLING OPERATIONS ARE SUBJECT TO ENVIRONMENTAL REGULATIONS AND PERMITTING, WHICH COULD RESULT IN THE INCURRENCE OF ADDITIONAL COSTS AND OPERATIONAL DELAYS.

All phases of our operations are subject to current environmental protection regulation. There is no assurance that future changes in environmental regulation, such as greenhouse gas emissions, carbon footprint and the like, will not adversely affect our operations. Some of our proposed operations will require additional permits, which could incur additional cost and may delay start up and cash flow. In addition, each toll milling mineral source must be fully permitted for its own operation, a process over which we have no control.

OUR PERMITTED CUSTOM PROCESSING TOLL MILLING OPERATIONS WILL REQUIRE US TO DEPEND ON THIRD PARTIES AND OTHER ELEMENTS BEYOND OUR CONTROL, WHICH COULD RESULT IN HARM TO OUR BUSINESS.

Our permitted custom processing toll milling operations will rely on mineral material produced by others, and we have no control over their operations. Delivery of ore to our processing facilities is also subject to the risks of transportation, including trucking and aviation operations run by others, regulations and permits, fuel cost, weather, and travel conditions. Toll milling requires that the mineral producer and the mineral processor agree on the grade of the incoming material, which can be a source of conflict between parties. Although a third party will be utilized for any such conflict, any disagreements with mineral producers, or problems with the delivery of ore, could result in additional costs, disruptions and other problems in the operation of our business.

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Risks Related to Cybersecurity

CYBERSECURITY.

We recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data. We currently have security measures in place to prevent data loss and other security breaches. We also only use third party software for accounting, billing and payroll that have successful SOC 1 type 2 compliance. Both management and the Board are actively involved in the continuous assessment of risks from cybersecurity threats, including prevention, mitigation, detection, and remediation of cybersecurity incidents.

Our current cybersecurity risk assessment program consists of an annual review of our risks and policies. The program outlines governance, policies and procedures, and technology we use to oversee and identify risks from cybersecurity threats.

Our President, CFO and CEO are responsible for overseeing our business operations and are responsible for day-to-day assessment and management of risks from cybersecurity threats, including the prevention, mitigation, detection, and remediation of cybersecurity incidents.

We routinely undertake activities to prevent, detect, and minimize the effects of cybersecurity incidents, including an annual risk review, policy reviews and revisions. In addition, we maintain business continuity, contingency, and recovery plans for use in the event of a cybersecurity incident by the administering of local and cloud based back up of files. and emails.

As of the date of this report, no cybersecurity incident (or aggregation of incidents) or cybersecurity threat has materially affected our results of operations or financial condition. However, an actual or perceived breach of our security could damage our reputation, risk loss of our proprietary information and prevent us from attracting new clients / customers. and / or subject us to third-party lawsuits, regulatory fines or other actions or liabilities, any of which could adversely affect our business, operating results or financial condition. We currently do not carry a cyber liability insurance policy.

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U.S. FEDERAL LAWS

Under the U.S. Resource Conservation and Recovery Act, companies such as ours may incur costs for generating, transporting, treating, storing, or disposing of hazardous waste. Our permitted custom processing toll milling operations may produce air emissions, including fugitive dust and other air pollutants, from stationary equipment, storage facilities, and the use of mobile sources such as trucks and heavy construction equipment which are subject to review, monitoring and/or control requirements under the Federal Clean Air Act and state air quality laws. Permitting rules may impose limitations on our production levels or create additional capital expenditures in order to comply with the rules.

The U.S. Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended (CERCLA) imposes strict joint and several liability on parties associated with releases or threats of releases of hazardous substances. The groups who could be found liable include, among others, the current owners and operators of facilities which release hazardous substances into the environment and past owners and operators of properties who owned such properties at the time the disposal of the hazardous substances occurred. This liability could include the cost of removal or remediation of the release and damages for injury to the surrounding property. We cannot predict the potential for future CERCLA liability with respect to our property.

THE GLOBAL FINANCIAL MARKET MAY HAVE IMPACTS ON OUR BUSINESS AND FINANCIAL CONDITION THAT WE CURRENTLY CANNOT PREDICT.

The global financial market, especially the precious metal market and its market price fluctuations have, and may continue to have, an impact on our business and our financial condition. We may face significant challenges if the price of the minerals we intend to process does not achieve or stay at adequate price levels. Our ability to access the capital markets may be severely restricted at a time when we would like, or need, to access such markets, which could have an impact on our flexibility to react to changing economic and business conditions. The market price of ores, metals and precious metals could have an impact on any potential lenders or investors or on our customers, causing them to fail to meet their obligations to us.