| Schedule of Final Purchase Price Allocation and Fair Value of Net Assets |
Details of the final purchase price allocation
and the fair value of the net assets acquired on March 14, 2025 are as follows:
| | |
As of March 14, | |
| | |
2025 | |
| | |
| |
| Purchase consideration | |
| |
| Cash paid through repayment of debts | |
| 44,982 | |
| Reimbursement of Stronghold’s acquisition-related costs | |
| 6,078 | |
| Fair value of shares issued | |
| 66,452 | |
| Fair value of warrants issued | |
| 11,477 | |
| Fair value of replacement stock-based compensation | |
| 232 | |
| Settlement of Refundable Hosting Deposits | |
| 15,474 | |
| Fair value of consideration transferred | |
| 144,695 | |
| | |
| | |
| Net identifiable assets acquired | |
| | |
| Cash | |
| 2,976 | |
| Accounts receivable | |
| 1,095 | |
| Short-term prepaid deposits | |
| 1,732 | |
| Other assets (current) | |
| 118 | |
| Rights to renewable energy credits and waste tax credits | |
| 8,989 | |
| Inventories | |
| 3,269 | |
| Property, plant and equipment | |
| 152,264 | |
| Intangible assets, net | |
| 51 | |
| Operating and finance lease right-of-use assets | |
| 1,594 | |
| Other non-current assets | |
| 1,550 | |
| Accounts payable and accrued expenses | |
| (23,488 | ) |
| Current portion of long-term debt | |
| (420 | ) |
| Current portion of operating and finance lease liabilities | |
| (800 | ) |
| Long-term debt | |
| (460 | ) |
| Non-current operating and finance lease liabilities | |
| (756 | ) |
| Other non-current liabilities | |
| (3,019 | ) |
| Total net identifiable assets acquired | |
| 144,695 | |
|
| Schedule of Pro-Forma Summary Presents Consolidated Information |
The combined
results of the Company’s Argentina and Paraguay operations for the years ended December 31, 2025, 2024 and 2023 are presented below:
| | |
Year ended December 31, | |
| | |
2025 | | |
2024 | | |
2023 | |
| | |
Argentina | | |
Paraguay | | |
Total | | |
Argentina | | |
Paraguay | | |
Total | | |
Argentina | | |
Paraguay | | |
Total | |
| Revenues* | |
| 10,612 | | |
| 48,101 | | |
| 58,713 | | |
| 33,647 | | |
| 25,960 | | |
| 59,607 | | |
| 19,050 | | |
| 6,916 | | |
| 25,966 | |
| Cost of revenues | |
| (14,331 | ) | |
| (43,337 | ) | |
| (57,668 | ) | |
| (41,014 | ) | |
| (32,508 | ) | |
| (73,522 | ) | |
| (18,336 | ) | |
| (7,380 | ) | |
| (25,716 | ) |
| Gross (loss) profit | |
| (3,719 | ) | |
| 4,764 | | |
| 1,045 | | |
| (7,367 | ) | |
| (6,548 | ) | |
| (13,915 | ) | |
| 714 | | |
| (464 | ) | |
| 250 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Operating expenses | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| General and administrative expenses | |
| (5,902 | ) | |
| (3,953 | ) | |
| (9,855 | ) | |
| (6,465 | ) | |
| (1,723 | ) | |
| (8,188 | ) | |
| (5,758 | ) | |
| (95 | ) | |
| (5,853 | ) |
| Gain (loss) on disposition of property, plant and equipment and deposits | |
| 1,728 | | |
| 116 | | |
| 1,844 | | |
| (507 | ) | |
| 971 | | |
| 464 | | |
| 945 | | |
| (488 | ) | |
| 457 | |
| Impairment of long-lived assets | |
| (35,294 | ) | |
| (38,107 | ) | |
| (73,401 | ) | |
| — | | |
| — | | |
| — | | |
| (6,982 | ) | |
| — | | |
| (6,982 | ) |
| Operating (loss) gain | |
| (43,187 | ) | |
| (37,180 | ) | |
| (80,367 | ) | |
| (14,339 | ) | |
| (7,300 | ) | |
| (21,639 | ) | |
| (11,081 | ) | |
| (1,047 | ) | |
| (12,128 | ) |
| Interest expense | |
| — | | |
| — | | |
| — | | |
| — | | |
| (51 | ) | |
| (51 | ) | |
| (7 | ) | |
| (60 | ) | |
| (67 | ) |
| Other (expense) income | |
| (525 | ) | |
| 369 | | |
| (156 | ) | |
| 1,835 | | |
| (1,683 | ) | |
| 152 | | |
| (991 | ) | |
| (6 | ) | |
| (997 | ) |
| Total other (expense) income | |
| (525 | ) | |
| 369 | | |
| (156 | ) | |
| 1,835 | | |
| (1,734 | ) | |
| 101 | | |
| (998 | ) | |
| (66 | ) | |
| (1,064 | ) |
| Loss before income taxes | |
| (43,712 | ) | |
| (36,811 | ) | |
| (80,523 | ) | |
| (12,504 | ) | |
| (9,034 | ) | |
| (21,538 | ) | |
| (12,079 | ) | |
| (1,113 | ) | |
| (13,192 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Income tax (expense) recovery | |
| (1 | ) | |
| (731 | ) | |
| (732 | ) | |
| 751 | | |
| (219 | ) | |
| 532 | | |
| (2,347 | ) | |
| (39 | ) | |
| (2,386 | ) |
| Loss after income tax | |
| (43,713 | ) | |
| (37,542 | ) | |
| (81,255 | ) | |
| (11,753 | ) | |
| (9,253 | ) | |
| (21,006 | ) | |
| (14,426 | ) | |
| (1,152 | ) | |
| (15,578 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Gain on disposition of Yguazu Bitcoin data center | |
| — | | |
| 5,225 | | |
| 5,225 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| Loss from discontinued operations | |
| (43,713 | ) | |
| (32,317 | ) | |
| (76,030 | ) | |
| (11,753 | ) | |
| (9,253 | ) | |
| (21,006 | ) | |
| (14,426 | ) | |
| (1,152 | ) | |
| (15,578 | ) |
| * | Revenues are presented based on the geographical contribution
of computational power used for hashing calculations (measured by hashrate) or sales to external customers. |
|