8-K: ACRG Subsidiary Forms Non-Binding Critical Minerals JV

American Clean Resources Group's subsidiary, Tonopah Custom Processing, Inc., has entered into a non-binding Joint Venture Term Sheet to evaluate and deploy mineral processing technologies.

Summary

• On November 24, 2025, Tonopah Custom Processing, Inc. (TCP), a wholly-owned subsidiary of American Clean Resources Group, Inc. (ACRG), entered into a non-binding Joint Venture Term Sheet with ENERG4 Mining Company LLC and certain technology contributors (IP Partners).
• The Term Sheet outlines the principal terms for the proposed formation of Nexus 7 Elements LLC, a Texas limited liability company (the JV).
• The JV is intended to evaluate and deploy certain mineral processing technologies contributed by ENERG4 and the IP Partners and to support ACRG's critical minerals processing initiatives.
• TCP will hold 51% of the membership interests in the JV, while ENERG4 and the IP Partners will collectively hold 49%.
• TCP will contribute the initial capital to the JV, and ENERG4 and the IP Partners will contribute specified non-cash assets, including technology rights, engineering resources, and related equipment.
• The JV will be governed by a three-member board of directors, with TCP appointing two directors and ENERG4/IP Partners appointing one.
• Initial activities will be conducted at a 207-acre industrial site in Winnie, Texas, featuring approximately 34,000 square feet of processing and laboratory space.
• Subject to successful pilot testing, ACRG anticipates that commercial deployment, if implemented, would occur at ACRG's Greenway facility in Nevada as part of its Critical Minerals Processing Hub strategy.
• The Term Sheet is non-binding and does not obligate any party to proceed with the formation of the JV or any related transaction; binding obligations will arise only upon negotiation and execution of definitive agreements.

Sentiment

Score: 6

Explanation: The announcement of a joint venture for critical minerals processing is strategically positive, indicating potential growth and technological advancement. However, the non-binding nature of the agreement and the explicit cautionary statements about no assurance of completion temper the immediate positive impact, introducing significant uncertainty.

Positives

• Formation of a joint venture (Nexus 7 Elements LLC) to advance critical minerals processing, aligning with strategic initiatives.
• TCP, a wholly-owned subsidiary of ACRG, will hold a majority 51% ownership interest in the JV.
• TCP will appoint two out of three board directors for the JV, ensuring governance control.
• The JV gains access to specified non-cash assets, including technology rights, engineering resources, and related equipment from ENERG4 and IP Partners.
• Initial activities will be conducted at a well-equipped 207-acre industrial site in Winnie, Texas, with 34,000 sq ft of processing and laboratory space, strategically located near major transportation infrastructure.
• Potential for commercial deployment at ACRG's Greenway facility in Nevada, supporting its Critical Minerals Processing Hub strategy.

Negatives

• The Joint Venture Term Sheet is non-binding and does not obligate any party to proceed with the formation of the JV or any related transaction.
• There is no assurance that definitive agreements will be completed or that the JV will be formed on the terms described, or at all.

Risks

• The Term Sheet is non-binding, meaning there is no guarantee that definitive agreements will be executed or that the JV will ultimately be formed.
• Forward-looking statements are subject to uncertainties, risks, and assumptions that are difficult to predict, and actual outcomes and results may differ materially from expectations.
• ACRG undertakes no duty to update any forward-looking statements, which could lead to outdated information influencing investor decisions.

Future Outlook

ACRG anticipates that commercial deployment, if implemented after successful pilot testing, would occur at its Greenway facility in Nevada as part of its Critical Minerals Processing Hub strategy. These forward-looking statements are based on current expectations, estimates, and projections, but actual outcomes may differ materially due to inherent uncertainties.

Management Comments

• "Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements."

Industry Context

The formation of this joint venture aligns with the increasing global demand for critical minerals and the strategic importance of developing efficient and sustainable processing technologies. It positions ACRG to potentially capitalize on the transition to clean energy and advanced technologies that rely on these minerals, reflecting a broader industry trend towards securing domestic supply chains and enhancing processing capabilities.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for future value creation if the JV successfully develops and deploys critical mineral processing technologies, but also risk due to the non-binding nature of the initial agreement.
• Employees: Potential for job creation related to the JV's operations and future commercial deployment, particularly in Texas and Nevada.
• Customers: Potential for new or improved critical mineral products and processing services in the future, addressing supply chain needs.
• Suppliers: Potential for new supply chain opportunities related to the JV's operational needs for equipment, materials, and services.

Next Steps

• Negotiation and execution of definitive agreements, including a Joint Venture Operating Agreement and related intellectual property agreements.
• Conducting initial pilot-scale testing at the Winnie, Texas facility.
• Potential commercial deployment at ACRG's Greenway facility in Nevada, contingent upon successful pilot testing.

Key Dates

Recommendation

The formation of a joint venture focused on critical minerals processing is a strategically sound move for ACRG, aligning with high-growth industry trends. The majority ownership and board control for ACRG's subsidiary are favorable terms. However, the non-binding nature of the Term Sheet means there is no guarantee that definitive agreements will be reached or that the JV will ultimately be formed. This significant uncertainty warrants a cautious 'hold' recommendation until further binding commitments are made and initial pilot results become available.

Keywords

Critical Minerals Processing, Joint Venture, Mineral Technology, SEC 8-K, ACRG, Tonopah Custom Processing, ENERG4 Mining, Nexus 7 Elements, Nevada, Texas, Pilot Facility