Sale of Minority Interest in Alta Mesa

12 Months Ended

Dec. 31, 2024

Discontinued Operations and Disposal Groups [Abstract]

On December 5, 2023, the Company entered into a Master Transaction Agreement (the “MT Agreement”) with Boss, a public company domiciled in Australia. Pursuant to the MT Agreement, Boss Energy was assigned the right to acquire a 30% interest in the Alta Mesa assets. On February 26, 2024, pursuant to the terms of a MT Agreement, Boss Energy acquired a 30% equity interest in a new limited liability company (the “Alta Mesa Holdco”) that was formed to hold the Alta Mesa project, in exchange for a payment of $60,000. The Company holds 70% equity in Alta Mesa Holdco. Upon closing of the Transaction, the parties entered into an agreement which governs Alta Mesa Holdco. Pursuant to the agreement, the Company acts as manager of the Alta Mesa Holdco and is entitled to a management fee.

Boss also acquired 2,564,102 common shares of the Company for total proceeds to the Company of $10,000. Finally, the parties also entered into a strategic collaboration agreement for the collaboration and research to develop the Company’s prompt fission neutron technology, to be financed equally by each party. The terms of the agreement and the disposal of a 30% interest in the Alta Mesa Holdco support that control was retained both before and after Boss acquired their interest, and that joint control is not present. As such, Company will continue to consolidate the operations of Alta Mesa Holdco with non-controlling interest being recorded.

The table below is a summary of the accounting for recognition of the initial Non-Controlling Interest on Boss acquiring 30% interest in the Alta Mesa Holdco. The difference between the percent of the net assets attributable to Boss and the consideration received is included as part of additional paid in capital.


	Amount
Boss Initial Non-Controlling interest
Cash received	$	60,000
Additional paid in capital	(20,447)
Non-controlling interest	$	39,553

The Company, upon initial recognition and formation of the joint venture and the sale of minority interest to Boss, recognized a decrease in additional paid-in capital and an increase in income tax benefit of $4,989 due to there being a difference between the selling price of the minority interest and the book basis of the non-controlling interest as of the formation date.

The table below is a summary of the accounting for Non-Controlling Interest as of December 31, 2024.


	Amount
Initial non-controlling interest	$	39,553
Net loss for the period attributable to non-controlling interest	(6,601)
Inventory distributions to non-controlling interest	(1,905)
Contributions from non-controlling interest	1,759
Non-controlling interest	$	32,806