The following management discussion and analysis of financial condition and
results of operations should be read in connection with the accompanying
unaudited condensed financial statements and related notes thereto included
elsewhere in this report and the audited consolidated financial statements and
notes thereto included in the Company's Form 10-K for the fiscal year ended
December 31, 2021, as filed with the SEC on April 14, 2022.
Cautionary Notice Regarding Forward Looking Statements
Readers are cautioned that the following discussion contains certain
forward-looking statements and should be read in conjunction with the "Special
Note Regarding Forward-Looking Statements" appearing at the beginning of this
Quarterly Report.
The information contained in this Item 2 contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Actual results
may materially differ from those projected in the forward-looking statements as
a result of certain risks and uncertainties set forth in this report. Although
management believes that the assumptions made and expectations reflected in the
forward-looking statements are reasonable, there is no assurance that the
underlying assumptions will, in fact, prove to be correct or that actual results
will not be different from expectations expressed in this report.
As used in this Quarterly Report on Form 10-Q and unless otherwise indicated,
the terms "Company," "we," "us," and "our" refer to American Clean Resources
Group, Inc., and its wholly owned subsidiary, Aurielle Enterprises Inc. ("AE"),
and AE's wholly owned subsidiaries Tonopah Custom Processing, Inc. ("TCP") and
Tonopah Resources, Inc. ("TR"). Unless otherwise specified, all dollar amounts
are expressed in United States dollars.
Corporate History
We were incorporated in the State of Colorado on July 10, 1985, and re-domiciled
in Nevada in March 2013. In 2011, we closed a series of transactions, whereby we
acquired certain assets of Shea Mining & Milling, LLC, which assets include
land, buildings, a dormant milling facility, abandoned milling equipment, water
permits, mine tailings, mine dumps and the assignment of a note payable, a lease
and a contract agreement with permits. We completed the Shea Exchange Agreement
to offer toll milling services of precious minerals. Toll milling is a process
whereby mined material is crushed and ground into fine particles to ease the
extraction of any precious minerals contained therein, such as gold, silver, and
platinum group metals. Custom milling and refining can include many different
processes to extract precious metals from carbon or concentrates. These
toll-processing services also distill, dry, mix, or mill chemicals and bulk
materials on a contractual basis and provide a chemical production outsourcing
option for industrial companies which lack the expertise, capacity, or
regulatory permits for in-house production. Effective June 17, 2022, the
Company's name was changed from Standard Metals Processing, Inc. to American
Clean Resources Group, Inc., the number of authorized shares of Common Stock of
the Company was increased to one billion shares (1,000,000,000) and the number
of authorized shares of Preferred Stock of the Company was increased to one
hundred ten million (110,000,000) of which ninety million (90,000,000) will be
classified as "blank check preferred" (the "Authorized Increase"). For
additional information see the Form DEF 14C filed with the Securities and
Exchange Commission on May 20, 2022.
Overview of the Company
We have an office in Gadsden, Alabama and, through a subsidiary, a property in
Tonopah, Nevada. Our business plan is to purchase equipment and build a facility
on the Tonopah property to serve as a permitted custom processing toll milling
facility which includes an analytical lab, pyrometallurgical plant, and
hydrometallurgical recovery plant. We are required to obtain several permits
before we can begin construction of a small-scale mineral processing facility
and the required additional buildings to conduct permitted processing toll
milling activities and commence operations.
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Water Pollution Control Permit with Nevada Department of Environmental
Protection
Through the Company's wholly owned subsidiary, TCP, a Water Pollution Control
Permit ("WPCP") Application was filed with the Nevada Department of
Environmental Protection ("NDEP") Bureau of Mines and Mining Reclamation
("BMMR") for the approval of the permits necessary for a small-scale mineral
processing facility planned for the Tonopah property. The plant will perform
laboratory testing, pilot testing, and custom processing of precious metal ores
and concentrates from mining industry clients. Processing of ore materials will
employ standard mineral processing techniques including gravity concentration,
froth flotation and chemical leaching and carbon stripping. The WPCP must be
approved prior to commencing the planned construction of our processing plant in
Tonopah, Nevada.
In connection with our WPCP application, NDEP suggested that we take the
following actions: (i) retain a Nevada Certified Environmental Manager ("CEM"),
(ii) perform Meteoric Profile II water testing on ground water directly below
the mill as well as surrounding wells located off site, and (iii) determine
baseline values of water using the Meteoric Profile II results. NDEP regulations
require that the Company delay any new construction planned for "metal
extraction" until after the permits are in place.
Advanced Surveying & Professional Services, a Professional Land Surveyor
("PLS"), completed surveys and testing of the Tonopah property required for the
application of our required permits. After completion of the survey, it was
determined the property is 1,186 acres. The scope of work the PLS completed
includes: (i) setting a total of 19 permanent monuments at angle points along
lines, (ii) setting eight permanent monuments locating US Hwy 95, (iii)
recording a professional map indicating longitude and latitude for all corners,
and (iv) providing a digital map accessible in Auto Cad software.
Site Preparation
We have completed the initial grading of specific designated areas on the 40
undisturbed acres of land including clearing all vegetation, removing of all
scrap metal, and the excavation of the building pad for preparation of our
planned new 21,875 square foot processing plant and have completed the removal
of all the extra and unnecessary materials and old equipment that has
accumulated on the land. We have also refurbished a trailer that will act as our
construction office.
Business Plan
The Company is reexamining its next steps for developing a processing facility.
In an effort to move the Company's business plan forward, the Company may
evaluate opportunities 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,
Sustainable Metal Solutions, LLC ("SMS"), Remedy Environmental LLC, and Black
Bear Natural Resources, LTD.
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The Company owns certain tailings located on the Tonopah property and the rights
to some tailings located in Manhattan, Nevada. The Company has not disturbed or
processed any of this material, but recently authorized GPR to examine the
economic feasibility of processing the tailings to reclaim their residual
content of valuable metals in exchange for the exclusive right to process the
tailings should their economic assessment prove positive. The terms of such
processing to be mutually agreed upon between GPR and the Company in the future
based on the results of the assessment. In addition, the Company and
Sustainable Metal Solutions, LLC ("SMS"), an affiliate of GPR, agreed to form a
joint venture into which the Company will contribute the solar energy rights
attributable to its 1,086 acres in exchange for SMS's agreement to develop,
manage and underwrite the venture.
Products and Services
We plan to establish ourselves as a custom processing and permitted toll milling
service provider. Our business plan is to build a facility on our Tonopah
property, which includes an analytical lab, pyrometallurgical, and
hydrometallurgical recovery plant.
The Company's intention is to become a full service permitted custom toll
milling and processing company that facilitates the extraction of precious and
strategic minerals from mined material. The Company is in the process of
obtaining the permits needed for construction and operation of our permitted
custom processing toll milling facility with state-of-the-art equipment capable
of processing gold, silver, and platinum metal groups. Many junior miners do not
have the capital or the ability to obtain a permit for a processing facility,
yet they have a large supply of mined material that requires milling be
performed. It is often cost prohibitive or impractical for these mine operators
to send their materials to processing mills owned by the large mining companies,
or to other customers sorely needing milling and processing services.
While Nevada has a historic role as a mining center with good proximate geology
and ample mined product, very little custom processing toll milling capacity
remains in the state. During the last several decades, other processing
facilities have been shuttered due to high costs of regulations and the vertical
integration of milling within large mining companies leaving junior miners with
few options for local milling services. As a result, we will be in a unique
position among processing facilities because we plan to be capable of true
permitted custom processing. We have the only ball mill located within a custom
toll milling facility within 300 miles allowing us to serve miners in the
western United States, Canada, Mexico, and Central America.
Many junior miners are undercapitalized, have limited access to capital markets
and have a large supply of mined material that requires milling be performed.
Many large mining companies reserve their milling capacity for their inventory,
which does not make providing third party services worthwhile. This provides the
Company with an opportunity to provide these potential customers with dearly
needed milling and processing services. Some of our mining customers will be
able to take their tailings (the material left over after the initial processing
extracts most minerals) from the material they deposited with the Company for
secondary recovery and return those tailings to the same mines the tailings
originally came from. Thereby eliminating the need for the Company to store or
dispose of their voluminous remains.
Results of Operation
Comparison of Six Months Ended June 30, 2022, to Six Months Ended June 30, 2021
Revenues
We had no revenues from any operations for the six months ended June 30, 2022,
and 2021. Furthermore, we do not anticipate any significant future revenue until
we have sufficiently funded construction and begin operations.
General and Administrative Expenses
General and administrative expenses were $311,706 for the six months ended June
30, 2022, as compared to $494,325 for the same period in 2021. The decrease
during the six months ended June 30, 2022, was principally a result of a
reduction in engineering and development expenses necessary with evaluating
future uses of the Company's property. In the six months ended June 30, 2021,
the $494,325 of administrative expenses resulted in the substantial completion
of that effort. We anticipate that operating expenses will increase for fiscal
2022 as we continue to assess the Company's future.
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Other Income and Expenses
We receive monthly lease payments of from American Tower Corporation for a
cellular tower located on our Tonopah land. As such Other Income for the six
months ended June 30, 2022, was $4,198 compared to $4,198 for the respective
period in 2021. Additionally, gain on derecognition of debt for the six months
ended June 30, 2021, of $26,932 was not reproduceable in the current period.
Interest expense for the six ended June 30, 2022, was $367,659 compared to
$334,252 for the same period in 2021. The increase of $33,407 in the current
period was consistent with the balances of debt between periods.
Liquidity and Capital Resources
Liquidity is a measure of an entity's ability to secure enough cash to meet its
contractual and operating needs as they arise. We have funded our operations and
satisfied our capital requirements through increases in convertible debt
pursuant to our LOC during the six months ended June 30, 2022, and 2021. We do
not anticipate generating sufficient net positive cash flows from our operations
to fund the next twelve months. We had a working capital deficit of $11,972,575
at June 30, 2022. Cash was $1,548 at June 30, 2022, as compared to cash of
$2,363 at December 31, 2021.
Our cash reserves will not be sufficient to meet our operational needs and thus,
we need to raise additional capital to pay for our operational expenses and
provide for capital expenditures. Our basic operational expenses are currently
estimated at approximately $50,000 per month. Above the basic operational
expenses, we estimate that we need approximately $15,000,000 to begin limited
toll milling operations. If we are not able to raise additional working capital,
we may have to cease operations altogether.
Recent Financings
On March 16, 2020, the Company executed a Line of Credit ("LOC") with GPR, a
related party, evidenced by a convertible promissory note. The LOC is for up to
$2,500,000, matures over three years, bears interest at 10% per annum, is
convertible into shares of the Company's common stock at a per share price of
$1.65, and is secured by the real and personal property of the Company and its
subsidiaries, and the pledged securities GPR already has under lien. The LOC is
for funding operating expenses critical to the Company's basic operations and
redirection, and all requests for funds may be approved or disapproved in GPR's
sole discretion.
During the six months ended June 30, 2022, GPR advanced $247,942 to pay directly
on the Company's behalf, certain administrative costs as well as engineering and
development expenses to assess the future uses of the Company's real property.
During the six months ended June 30, 2021. GPR advanced $ 490,255 which it used
to pay directly certain of the Company's providers of administrative expenses.
The advances were made by GPR, a related party, pursuant to the terms of our
LOC.
Going Concern
The condensed consolidated financial statements contained in this quarterly
report on Form 10-Q have been prepared assuming that the Company will continue
as a going concern. The Company has accumulated losses from inception through
the period ended June 30, 2022, of $106,153,023 and a working capital deficit of
$11,972,575, as well as negative cash flows from operating activities.
Presently, the Company does not have sufficient cash resources to meet its debt
obligations in the twelve months following the date of this filing. In addition,
virtually all of the Company's assets are encumbered or pledged under senior
secured debts that are in default. These factors raise substantial doubt about
the Company's ability to continue as a going concern. Management is in the
process of evaluating various financing alternatives to fund its capital
requirements, as well as for general and administrative expenses. These
alternatives include raising funds through public or private equity markets and
either through institutional or retail investors. Although there is no assurance
that the Company will be successful with its fund-raising initiatives,
management believes that the Company will be able to secure the necessary
financing providing it is successful in resolving its liabilities and other
claims with its unsecured creditors and GPR's assistance.
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The consolidated financial statements do not include any adjustments that may be
necessary should the Company be unable to continue as a going concern. The
Company's continuation as a going concern is dependent on its ability to obtain
additional financing as may be required and ultimately to attain profitability.
If the Company raises additional funds through the issuance of equity, the
percentage ownership of current shareholders would likely be reduced, and such
securities might have rights, preferences or privileges senior to the rights,
preferences, and privileges of the Company's common stock. Additional financing
may not be available upon acceptable terms, or at all. If adequate funds are not
available or are not available on acceptable terms, the Company may not be able
to take advantage of prospective business endeavors or opportunities, which
would significantly and materially restrict its future. If the Company is unable
to resolve the claims of its unsecured creditors, the Company may have to cease
operations.
June 30, December 31,
Working Capital Deficiency 2022 2021
Current assets $ 1,548 $ 2,363
Current liabilities 11,974,123 11,299,771
Working capital deficiency $ (11,972,575 ) $ (11,297,408 )
The balance and components of current assets are consistent between periods. The
increase in current liabilities is primarily due to accrual of interest on
settlement of lawsuits, creditor claims, and notes due related parties.
Cash Flows
Six Months Ended
June 30,
2022 2021
Net provided by cash (used in) operating activities $ (815 ) $ 1,038
Net cash provided by financing activities
--- ---
Increase (Decrease) in cash $ (815 ) $ 1,038
Operating Activities
Net cash (used in) provided by operating activities was $(815) and $1,038 for
the six months ended June 30, 2022, and 2021, respectively. The level of cash
during both periods was primarily related to payments advanced under the LOC for
operating expenses.
Financing Activities
For the six months ended June 30, 2022, net cash provided by financing
activities was $0. For the six months ended June 30, 2021, net cash provided by
financing activities was also $0.
Off-Balance Sheet Arrangements
During the six months ended June 30, 2022, we did not engage in any off-balance
sheet arrangements as defined in item 303(a)(4) of the SEC's Regulation S-K.
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Effects of Inflation
We do not believe that inflation has had a material impact on our business,
revenues or operating results during the periods presented.
Critical Accounting Policies and Estimates
Our significant accounting policies are more fully described in the notes to our
consolidated condensed financial statements included herein for the six months
ended June 30, 2022, and in the notes to our audited consolidated financial
statements included in our Annual Report on Form 10-K for the year ended
December 31, 2021, filed April 14, 2022. We believe that the accounting policies
below are critical for one to fully understand and evaluate our financial
condition and results of operations.
Impairment of Long-lived Assets
We review our property and its mining, mineral, and water rights subject to
amortization and other long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset class may
not be recoverable. Indicators of potential impairment include: an adverse
change in legal factors or in the business climate that could affect the value
of the asset; an adverse change in the extent or manner in which the asset is
used or is expected to be used, or in its physical condition; and current or
forecasted operating or cash flow losses that demonstrate continuing losses
associated with the use of the asset. If indicators of impairment are present,
the asset is tested for recoverability by comparing the carrying value of the
asset to the related estimated undiscounted future cash flows expected to be
derived from the asset. If the expected cash flows are less than the carrying
value of the asset, the asset is considered to be impaired and its carrying
value is written down to fair value, based on the related estimated discounted
cash flows. During the year ended December 31, 2018, we combined the carrying
value of our real property, mining, mineral and water rights as they are
inseparable and depend upon each other in value creation. See Note 3. There were
no impairment charges in the six months ended June 30, 2022.
Recent Accounting Standards
During the six months ended June 30, 2022, and through the date of this filing,
there were several new accounting pronouncements issued by the Financial
Accounting Standards Board. Each of these pronouncements, as applicable, has
been or will be adopted by the Company. Management does not believe the adoption
of any of these accounting pronouncements has had or will have a material impact
on the Company's consolidated financial statements.
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