Business Combinations |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] | |
| Business Combinations | (5) Business Combinations
On December 31, 2024, the Company completed the acquisition of California Precious Metals LLC (“CPM”) and Peeples, Inc. (“Peeples”) pursuant to a transaction with NMC. The results of these acquisitions are reflected in the Company’s consolidated financial statements as of the acquisition date.
Peeples, Inc. The acquisition of Peeples was determined to constitute a business under ASC 805, Business Combinations, and was accounted for as a business combination. Peeples held previously processed mine tailings classified as chattel (personal property), a written mine development plan, technical documentation, and strategic relationships necessary to advance operations. These materials were not unprocessed in-situ mineral resources, but rather previously processed tailings that functioned economically as inventory-type material supported by technical and metallurgical data.
California Precious Metals LLC The acquisition of CPM was treated as an asset acquisition, as the acquired set of assets did not meet the definition of a business under ASC 805. CPM held mineral leases and related rights without supporting infrastructure, workforce, or business activity.
Consideration and Allocation The total consideration for the transaction was approximately $432 million, consisting primarily of the issuance of million shares of Series NMC $ Convertible Preferred Stock and million warrants to purchase the same. The Company also assumed approximately $5 million of liabilities associated with the acquired entities.
The Series NMC Convertible Preferred Stock included a structured sinking fund repurchase feature providing for a minimum repurchase price of $ per share, which accretes at a rate of 5% per year. This feature was considered in determining the fair value of the securities issued.
The fair value of the consideration transferred was determined based on the fair value of the securities issued, consistent with ASC 805. Management determined that the fair value of the consideration transferred approximated the fair value of the net assets acquired based on the valuation analyses performed in connection with the transaction.
The Company allocated the consideration among the acquired assets and assumed liabilities based on their estimated fair values at the acquisition date. Substantially all of the assigned value was attributed to the previously processed mine tailings classified as chattel (personal property) acquired in the Peeples transaction. The two mineral leases held by California Precious Metals and the approximately 377.11-acre Arizona State Land Department lease held by Peeples were recorded at their allocated fair values based on management’s analysis.
These valuations were not based on proven or probable reserves, but rather reflected strategic value, development potential, technical data, and related intellectual property associated with the acquired materials.
No goodwill was recognized in connection with these acquisitions.
The resulting assets and liabilities acquired form a significant portion of the Company’s consolidated balance sheet as of December 31, 2025.
Acquisition-related costs were expensed as incurred. |