v3.26.1
Commitments and Contingencies
3 Months Ended
Mar. 31, 2026
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

NOTE 8 – COMMITMENTS AND CONTINGENCIES

 

Legal Proceedings

 

The Company may be subject to a variety of claims and suits that arise from time to time in the ordinary course of business. We are not a party to any litigation as a defendant where a loss contingency is required to be reflected in our condensed consolidated financial statements.

Contingency

In connection with the Merger Agreement, the Company entered into agreements with third parties to provide legal and investment advisory services related to the transaction. Under the agreements, the Company will owe certain fees that are contingent on the closing of the transaction of approximately $3.8 million, consistent with customary market terms for similar transactions. The transaction has not been approved by the Company’s stockholders as of the date these consolidated financial statements are issued and, therefore, the fees have not been accrued.

ExO owes consultants success fees of up to $0.7 million, contingent upon the approval and issuance of the Environmental Impact Assessment (“EIA”). The EIA has not been approved as of the date of this report, and the contingent success fees have not been accrued.

Lease commitments

One of the Company’s lease agreements, as extended, expired on July 31, 2025. On July 16, 2025, the Company entered into an extension for a one-year period ending July 31, 2026. As a result, using the short-term exception under ASC 842, Leases, the Company did not record a right-of-use (“ROU”) asset and lease obligation as of March 31, 2026.

The Company recognized $43,770 and $50,193 in rent expense associated with the Company’s leases for the three months ended March 31, 2026 and 2025, respectively, which were recorded in Marketing, general and administrative expenses on the condensed consolidated statement of operations. Future payments under the short-term leases will be $56,282 for the remainder of 2026.

Joint Venture Agreement

On December 23, 2024, the Company and CapLat entered into the JV Agreement (refer to Note 6 – Joint Venture). The JV Agreement provides that the Company and CapLat have exclusive rights to develop the Phosagmex Project, and that CapLat has the exclusive right to develop, with the Company, any projects in the Mexican EEZ owned or developed by the Company during the subsequent five years.