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Acquisitions and Merger (Tables)
12 Months Ended
Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Schedule of Purchase Price Allocation

The following table presents the allocation of the purchase price, adjusted for the final settlement, to the net assets acquired on October 1, 2024, the closing date of the NRO Acquisition:

 

Schedule of Purchase Price Allocation 

Purchase Price Allocation:  (In thousands) 
Consideration:     
Cash consideration (1)  $49,270 
Deposits on oil and natural gas properties (2)   6,000 
Direct transaction costs (3)   239 
Total consideration  $55,509 
      
Assets acquired:     
Oil and natural gas properties (4)  $63,591 
Prepaid expenses, third-party JIB receivable, and other   104 
Total Assets acquired   $63,695 
Liabilities assumed:     
Accounts payable and accrued expenses (5)  $(7,965)
Asset retirement obligation, long-term   (221)
Total Liabilities acquired    $(8,186)

 

(1) Includes the final settlement statement payment of $0.3 million from NRO to the Company.
(2) Represents the Deposit paid by the Company to NRO.
(3) Represents transaction costs associated with the NRO Acquisition which have been capitalized in accordance with ASC 805-50.
(4) Includes the asset retirement obligation asset associated with the proved oil and natural gas properties.
(5) Represents the amounts associated with the assets acquired in the NRO Acquisition unpaid at the closing date and primarily relates to ad valorem tax liabilities of $6.6 million and suspended revenues of $1.2 million.
Schedule of Total Purchase Price

The following table presents the total purchase price on May 3, 2023, the closing date of the Merger:

  

   (In thousands, except share amounts) 
Number of shares of Common Stock of the combined company owned by the Company’s stockholders immediately prior to the merger (1)   3,860,898 
Multiplied by the fair value per share of Common Stock (2)  $2.57 
Fair value of the Company’s pre–Merger Common Stock  $9,928 
      
Number of shares of Series D Preferred Stock issued to effectuate the Merger   4,423 
Multiplied by the fair value per share (3)  $725.57 
Fair value of Series D Preferred Stock issued as consideration  $3,209 
      
Prairie LLC transaction costs (4)   2,033 
Purchase price  $15,170 

 

(1) Represents the historical shares of Common Stock outstanding immediately prior to the closing of the Merger on May 3, 2023.
(2) Based on the last reported sale price of Common Stock on OTC Capital Markets on May 3, 2023, the closing date of the Merger.
(3) Fair value calculated as described above on May 3, 2023.
(4) Prairie LLC transaction costs consist primarily of legal expenses incurred by Prairie LLC. The transaction costs have been reflected as an increase in the purchase price.
Schedule of Allocation of Purchase Price to Net Assets Acquired

The following table presents the allocation of the purchase price to the net assets acquired on May 3, 2023, the closing date of the Merger:

  

Purchase Price Allocation:   (In thousands)  
Cash and cash equivalents   $ 42  
Accounts receivable     8  
Prepaid expenses     64  
Mining equipment (1)     18,141  
Deposits on mining equipment     2,928  
Accounts payable and accrued expenses     (3,352 )
Secured convertible debentures     (1,981 )
SBA loan payable     (150 )
Share issuance liability     (530 )
Net assets acquired   $ 15,170  

 

(1) In accordance with GAAP for asset acquisitions, the excess purchase price over the fair value of the acquired assets and liabilities was ascribed to the property and equipment acquired.