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Other Deposits
12 Months Ended
Jun. 30, 2023
Other Deposits  
Other Deposits

5. Other Deposits

 

On March 1, 2023, the Company and Linico Corporation (“Linico”) entered into, and consummated, an Asset Purchase Agreement (“APA”) whereby the Company acquired specific tangible equipment and personal property for an aggregate purchase price of $6.0 million. Contemporaneously with the signing of the APA, the Company and Linico entered into another agreement, the Membership Interest Purchase Agreement (“MIPA”), whereby the Company would acquire 100% of the membership interests in Aqua Metals Transfer, LLC, principally real property consisting of land and building for an aggregate purchase price of $21.6 million. Once completed, the aggregate total of $27.6 million worth of deposits will be bifurcated into both real and personal property categories, inclusive of both agreements. As of June 30, 2023, the Company has made payments of $21.0 million in cash and issued 733,333 shares of common stock as part of the purchase price under the agreement.

 

On June 30, 2023, the Company and Seller entered into an amendment to the MIPA. Pursuant to the terms of the amended agreement, the parties agreed to (i) remove the requirement that $1.5 million of the purchase price be held in escrow for the settlement of indemnification claims, (ii) transfer back to the Company 128,205 common shares, previously issued by the Company, in exchange for the elimination of such indemnification escrow, (iii) add a purchase price adjustment to the extent that, as of a specified value test date, the value of the portion of the purchase price comprised of shares does not equal at least $6 million, (iv) provide for an interim water rights agreement through the final purchase price payment date, (iv) advance the closing date to as soon as practicable after the declaration of effectiveness of the resale registration statement on Form S-3 filed by the Company for the resale of shares by Seller or its affiliates, and (v) remove the deadline to close the acquisition by June 30, 2023.

 

The Company evaluated the purchase price adjustment under ASC 815, Derivatives and Hedging, and determined it to be a make-whole provision, which is an embedded derivative within the host instrument. As the economic characteristics are dissimilar to the host instrument, the value of the guarantee was bifurcated from the host instrument.

 

As of June 30, 2023, the Company has recorded $27.7 million for deposits its made towards both real and personal property acquired during the first fiscal quarter of 2024. This amount has been presented as investing activities on the consolidated statements of cash flows for the year ended June 30, 2023.