ACRG American Clean Resources Group Inc (CE)

Item 1.01 Entry into a Material Definitive Agreement.

American Clean Resources Group, Inc. (the “Company”) entered into an Amendment and Forbearance Agreement with Granite Peak Resources (“GPR”), a related party, on January 5, 2023 wherein GPR agreed to: (a) increase its existing Line of Credit (“LOC”) from $5,000,000 due March 16, 2025 to $35,000,000 due March 16, 2027, (b) roll two existing promissory notes purchased by GPR into the LOC resulting in the extinguishment of such notes as separate instruments, and (c) to forebear until January 12, 2024, on exercising its foreclosure rights under its defaulted Senior Secured Note. The Company’s Board of Directors approved a revision in the conversion price at which the LOC may convert into the Company’s common stock from $1.65 per share to $1.05 per share, based upon the market price of the Company’s common stock over the 3 days preceding the agreement. GPR is the Company’s majority shareholder and largest debtholder with a balance of $10,036,451 as of December 31, 2022^[1] ($9,752,475 outstanding as of September 30, 2022). GPR holds a senior secured interest in all of the assets of the Company, including the stock of its subsidiary entities.

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^[1]The December 31,2022 is approximate as the 2022 audit is in process and may result in slight adjustment.