XML 23 R13.htm IDEA: XBRL DOCUMENT v3.23.2
Commitments and Contingencies
6 Months Ended
Jun. 30, 2023
Commitments and Contingencies [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE 7 – COMMITMENTS AND CONTINGENCIES

 

Merger with SMS

 

On January 10, 2022, the Company executed a definitive agreement to acquire a controlling interest in Sustainable Metal Solutions, LLC (“SMS”) and its subsidiaries (collectively referred to as the “SMS Group”). Closing of the acquisition of the SMS Group is subject to due diligence. The purchase price for the controlling interest of the SMS Group will be determined based on the price of ACRG common stock on the date of Closing, such date to be decided by the Parties in good faith after all conditions precedent are met. The Company will file a registration statement with the Securities and Exchange Commission (“SEC”) covering all shares of common stock issued in connection with this transaction. is committed to being a leading environmental development platform with a focus on producing carbon neutral precious minerals and metals by adhering to a set of clear environmental, social and governance (“ESG”) procedures and policies. The SMS Group is active in the exploration and advancement of mining rights to metals and minerals that may be refined and marketed using the most efficient and sustainable sources of clean energy and operating methods to promote clean land, clean water, and clean air conservation. The SMS Group is working with various technologies to extract valuable metals and minerals efficiently and responsibly, both by mining them from their original underground state and by processing them from historically abandoned mine tailings containing substantial amounts of valuable metals and minerals. These metals were overlooked by earlier mining operations due to less developed separation technologies available at that time and the high cost of moving and reprocessing them. Management of the SMS Group believes that recovering metals and minerals from previously discarded tailings enhances the domestic supply of such metals and minerals at a lower economic cost than importation or traditional domestic mining operations. Additionally, SMS Management believes this will also enables the revitalization of the environment and helps mitigate our carbon footprint. The land, tailings, soil, and material left behind after processing may be repurposed as fill for housing development, land conservation efforts, and road fill, thereby promoting environmental stewardship with sensible land use and biodiversity.

 

The business of the SMS Group is consistent with the Company’s posture to acquire, license or joint venture with other parties involved in toll milling, processing, or mining related activities, which may include GPR and its affiliated entities, including, but not limited to, NovaMetallix. Inc., and BlackBear Natural Resources, LTD.

 

The SMS Group agreed to the Company’s independent accountants review and audit its financial statements for 2021, 2022, and 2023, and to assist in the financial disclosure requirements required by the SEC. As previously disclosed, this is a complex audit and is still in process.

 

In addition, the SK 1300, a comprehensive independent engineering report on SMS's mineral reserves at December 2021, 2022, and 2023, required by the SEC, are being completed; another necessary step in preparing the merger disclosure documents to solicit ACRG’s shareholder approval of the planned business combination.

 

Legal Matters 

 

Stephen E. Flechner v. Standard Metals Processing, Inc.

 

On August 12, 2015 the United Stated District Court for the District of Colorado issued a judgment in favor of Stephen E. Flechner. An amended final judgment was ordered in adjudication of the Complaint by the U.S. District Court for the District of Colorado (the “Court”) on August 28, 2015 in favor of Flechner (“Flechner Judgment”).

 

On November 29, 2021, the Company was notified that its majority shareholder, GPR, had executed definitive documents with Stephen E. Flechner to acquire his judgment against the Company. Documents have been filed with the Court to reflect this acquisition.

 

On June 12, 2023 the Company and GPR agreed to roll the balance of the Judgment into the LOC.