Asset Acquisitions and Sales

12 Months Ended

Dec. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Acquisitions

In November 2022, the Company, and Energy Fuels, Inc (“Energy Fuels”) entered into a Definitive Agreement. Pursuant to the terms and subject to the conditions in the Definitive Agreement, on February 14, 2023, the Company acquired the Alta Mesa in-Situ Recovery uranium project (“Alta Mesa”).

The aggregate amount of the total consideration was $121,384 which consisted of a cash payment of $60,000, the issuance of a $60,000 secured vendor takeback convertible promissory note and 44,681 enCore stock options (the “Replacement Options”) for options held by Energy Fuels option holders, valued at $81 using the Black-Scholes option pricing model, and total transaction costs of $1,303 associated with the Arrangement. The transaction did not qualify as a business combination as defined in FASB ASC Topic 805, Business Combinations. It has been accounted for as an asset acquisition with the purchase price allocated based on the estimated fair value of the assets and liabilities summarized as follows:


Consideration	Amount
Cash	$	60,000
Convertible promissory note	60,000
Fair value of replacement options	81
Transaction costs	1,303
Total consideration value	$	121,384

Net assets acquired	Amount
Prepaid	$	42
Property, plant, and equipment	6,111
Mineral properties	121,006
Asset retirement obligations	(5,489)
Accounts payable and accrued liabilities	(286)
Total net assets acquired	$	121,384

The fair value of the Replacement Options is based on the issuance of 44,681 options with a fair value of $81.

Sales

On July 20, 2023, the Company divested its subsidiary Neutron Energy, Inc, including its holding of the Marquez-Juan Tafoya Uranium Project to Anfield Energy, Inc. Pursuant to a Share Purchase Agreement, the Company received cash consideration of $3,796 and 185,000,000 shares of Anfield with a fair value of $7,023 (Note 6). The net book value of the subsidiary was $2,433 at the transaction date, transaction costs of $423 were incurred and $33 in currency exchange effect was recognized resulting in a gain on divestment of subsidiary of $7,995, which is included in gain on sale of mineral properties on the Company’s consolidated statements of operations.