ASSETS HELD FOR SALE

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

As of June 30, 2023 and December 31, 2022, the Facility and other assets associated with AQMS lease had a net carrying value of $20,638,942 and $21,684,865, respectively, and liabilities of $27,803,564 and $12,021,566, respectively, that met the criteria to be classified as held for sale.

On March 1, 2023, LINICO and ABTC entered into an asset Purchase Agreement in which LINICO sold equipment associated with the Facility for $6 million in cash. The agreement states that both parties entered into a Membership Interest Purchase Agreement ("Facility Purchase Agreement") whereby ABTC would also acquire the Facility. In connection with the sale of equipment, the Company recorded a gain of $178,193 during the quarter ended March 31, 2023, with the remaining $5,041,544 of estimated gain deferred until the sale of the Facility is completed, anticipated in the third and fourth quarters of 2023.

On March 31, 2023, LINICO and ABTC amended the Facility Purchase Agreement, and the Company agreed to take certain action previously contemplated by LINICO. On March 31, 2023 and April 21, 2023, the Company received non-refundable consideration of $5 million and $7 million in cash, respectively, from ABTC.

On April 6, 2023, LINICO and ABTC amended and restated the Facility Purchase Agreement, and the Company received 10 million shares of ABTC restricted common stock (with a guarantee that the Company will receive additional cash and/or shares if and to the extent that the proceeds from such shares are less than $6.6 million). The Company was also required to set aside $1.5 million of the purchase price in escrow to settle potential indemnification claims.

On May 12, 2023, the parties amended and restated the Facility Purchase Agreement ("Second Amendment and Restated Agreement"), the Company received an additional $1.0 million in cash and 1 million shares of restricted shares of ABTC

common stock. On May 22, 2023, the Company received an additional $2.0 million in cash associated with the purchase and an additional $250,000 in cash to extend the closing period of the agreement.

On June 30, 2023, the parties amended and restated the Second Amendment and Restated Agreement ("Third Amendment and Restated Agreement"), whereby the Company returned 1,923,077 of restricted shares of ABTC stock in exchange for $1.5 million of the purchase price previously agreed to be set aside in escrow to settle potential indemnification claims. Four months after the registration statement is declared effective, ABTC will be required to make a one-time cash payment to the Company equal to the difference, if any, of $6,000,000 minus the net proceeds of any shares sold minus the market value of any shares still then owned by the Company. On June 30, 2023, the parties entered into an interim water right agreement to grant a security interest in certain water rights of ABTC for the benefit of the Company to secure certain payment obligations of ABTC under the amended agreement.

Consideration received for the Facility and equipment as of June 30, 2023 are as follows:


Date	Consideration	Fair Value of Consideration
March 1, 2023	Cash	$	6,000,000
March 31, 2023	Cash	5,000,000
April 6, 2023 (modified April 21, 2023)	Restricted shares of ABTC common stock (10,000,000 shares)	9,000,000
April 21, 2023	Cash	7,000,000
May 12, 2023	Cash	1,000,000
May 12, 2023	Restricted shares of ABTC common stock (1,000,000 shares)	365,000
May 22, 2023	Cash - Extension Fee	250,000
May 22, 2023	Cash	2,000,000
June 30, 2023	ABTC common shares returned in lieu of escrowed funds (1,923,077 shares)	$	(1,500,000)
Total Consideration		$	29,115,000

The Company anticipates to net approximately $15.0 million in cash from this transaction after selling of the ABTC stock in the third and fourth quarters 2023. The total estimated gain on sale of the Facility is estimated at approximately $7.2 million, of which, approximately $0.2 million of which was recognized during the first quarter of 2023, on the portion of the sale of associated with the equipment. The Company recorded a deferred liability balance of $27.8 million included in Liabilities Held for Sale, for the deferred proceeds and gains on the sale of the Facility and related equipment received through June 30, 2023, but not yet realized as control of the Facility has not yet been transferred to ABTC.

On April 21, 2023, the Company and ABTC entered into a pre-closing lease agreement for the Facility whereby ABTC could use the Facility until the time the sale is finalized. The terms of the lease agreement commenced on April 21, 2023, and ended on June 30, 2023 with ABTC paying $1 in rent per month. On June 30, 2023, the lease term was automatically extended after June 30, 2023, on a month-to-month basis, and monthly rent increased to $175,000 per month. Under the lease terms, ABTC is responsible for payment of all taxes and operating costs associated with the Facility. As of June 30, 2023, we received prepaid rent from ABTC of $175,000 which is in deferred gain on the condensed consolidated balance sheets.

Assets held for sale at June 30, 2023 and December 31, 2022 include:


	June 30, 2023		December 31, 2022
Right of use lease asset, net of amortization	$	—	$	15,709,039
Lease intangible, net of amortization	—		3,501,939
Building, land and improvements	20,638,942		—
Deposits	—		1,250,000
Property, plant and equipment	—		710,563
Construction in progress	—		513,324
Total assets held for sale	$	20,638,942	$	21,684,865

Liabilities held for sale at June 30, 2023 and December 31, 2022 include:


	June 30, 2023		December 31, 2022
Deferred proceeds and gains on sale of Facility and related equipment	$	27,803,564	$	—
Right of use lease liability	—		12,021,566
Total liabilities held for sale	$	27,803,564	$	12,021,566