| Asset Acquisition |
The following table represents the final allocation of the total cost of the Stronghold Acquisition to the assets acquired and liabilities assumed as of the Stronghold Acquisition date:
|
|
|
|
|
|
| Consideration: |
|
| Shares of Common Stock issued |
21,339,986 |
|
| Common Stock price as of August 31, 2022 |
$ |
3.24 |
|
| Common Stock Consideration |
$ |
69,141,555 |
|
|
|
| Shares of Preferred Stock issued |
153,176 |
|
| Aggregate Liquidation Preference |
$ |
153,176,000 |
|
| Conversion Price |
$ |
3.60 |
|
| As-Converted Shares of Common Stock |
42,548,892 |
|
| Common Stock Price as of August 31, 2022 |
$ |
3.24 |
|
| Preferred Stock Consideration |
$ |
137,858,446 |
|
|
|
| Cash consideration: |
|
| Closing amount paid to Stronghold |
121,392,455 |
|
| Escrow deposit paid |
46,500,000 |
|
| Cash paid for inventory and fixed assets |
4,527,103 |
|
| Cash paid for realized losses on August oil derivatives |
1,777,925 |
|
| Cash received for post-close adjustments, net |
(5,535,839) |
|
| Total cash consideration |
168,661,644 |
|
| Fair value of deferred payment liability |
14,807,276 |
|
| Post-close settlement to be paid to Stronghold |
3,511,170 |
|
| Fair value of consideration paid to seller |
393,980,091 |
|
|
|
| Direct transaction costs |
9,162,143 |
|
| Total consideration |
$ |
403,142,234 |
|
|
|
| Fair value of assets acquired: |
|
| Oil and natural gas properties |
439,589,683 |
|
| Inventory and fixed assets |
4,527,103 |
|
| Amount attributable to assets acquired |
$ |
444,116,786 |
|
| Fair value of liabilities assumed: |
|
| Suspense liability |
1,651,596 |
|
| Derivative liabilities, marked to market |
24,784,406 |
|
| Asset retirement obligations |
14,538,550 |
|
| Amount attributable to liabilities assumed |
$ |
40,974,552 |
|
| Net assets acquired |
$ |
403,142,234 |
|
The following table represents the final allocation of the total cost of the Founders Acquisition to the assets acquired and liabilities assumed as of the Founders Acquisition date:
|
|
|
|
|
|
|
|
|
| Consideration: |
|
|
| Cash consideration |
|
|
| Escrow deposit released at closing |
|
$ |
7,500,000 |
|
| Closing amount paid to Founders |
|
42,502,799 |
|
| Interest from escrow deposit |
|
1,747 |
|
| Fair value of deferred payment liability |
|
14,657,383 |
|
| Post-close adjustments |
|
(4,139,244) |
|
| Total cash consideration |
|
$ |
60,522,685 |
|
| Direct transaction costs |
|
1,361,843 |
|
| Total consideration |
|
$ |
61,884,528
|
|
|
|
|
| Fair value of assets acquired: |
|
|
| Oil and natural gas properties |
|
$ |
64,886,472 |
|
| Amount attributable to assets acquired |
|
$ |
64,886,472 |
|
| Fair value of liabilities assumed: |
|
|
| Suspense liability |
|
$ |
677,116 |
|
| Asset retirement obligations |
|
2,090,777 |
|
| Ad valorem tax liability |
|
234,051 |
|
| Amount attributable to liabilities assumed |
|
$ |
3,001,944 |
|
| Net assets acquired |
|
$ |
61,884,528
|
|
|