What changed in this filing

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Item 9A. Controls and Procedures

2022-03-28 compared with 2021-03-10 · 440 added, 263 removed, 305 unchanged (70% of the section changed)

CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

As of the end of the period covered by this Annual Report, management performed, with the participation of our Principal Executive Officer and our Principal Financial Officer, an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act.

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Exchange Act and SEC’s rules, and that such information is accumulated and communicated to our management, including our Principal Executive Officer, to allow timely decisions regarding required disclosures.

ITEM 9A CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our principal executive officer and principal financial officer participated in and supervised the evaluation of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Exchange Act and SEC’s rules, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Our Principal Executive Officer and Principal Financial Officer concluded that, as of December 31, 2020, our disclosure controls and procedures were effective.

Our principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective at December 31, 2021.

There have been no changes in the company’s internal control over financial reporting during the most recently completed fiscal period that have materially affected or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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Also, because of changes in conditions, internal control effectiveness may vary over time.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2020, using criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and concluded that we have maintained effective internal control over financial reporting as of December 31, 2020, based on these criteria.

/s/ Corrado De Gasperis

Executive Chairman and Chief Executive Officer

(Principal Executive, Financial and Accounting Officer)

Changes in Internal Control Over Financial Reporting

During the quarter ended December 31, 2020, there was no change in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

Other Information

Additional Compensation

To recognize Mr.

De Gasperis for his efforts and success primarily for negotiating, managing and concluding the Company’s agreements with Tonogold, and related capital resource and liquidity management during the past three fiscal years, which the Compensation Committee considered exceptionally complex and important and requiring efforts beyond the scope of his normal duties, the Compensation Committee awarded him additional, special recognition compensation in the amount of $110,000 and $65,000 in 2020 and 2019, respectively.

Failure to Satisfy a Continued Listing Rule or Standard;

Transfer of Listing or Notice of Delisting - Extension

On June 24, 2019, the Company received notice from the NYSE American LLC (“NYSE American”) that it was not compliant with the NYSE American’s low selling price rule 1003(f)(v) and would have until December 24, 2019, to cure such noncompliance.

On January 2, 2020, Comstock Mining Inc.

(the “Company”) received a letter from the NYSE American LLC (the “Exchange”) stating that the Company is in compliance with the Exchange’s continued listing standards set forth in Part 10 of the Exchange’s Company Guide.

The Exchange specifically noted that the Company has cured the Company’s previously announced low selling price deficiency and that the “.bc” designation, signifying below-compliance with its listing standards was removed from the Company’s trading symbol at the opening of trading on January 3, 2020.

The Company was removed from the list of noncompliant issuers on the NYSE American’s website.

Directors, Executive Officers and Corporate Governance

Management assessed the effectiveness of our internal control over financial reporting at December 31, 2021, using criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and concluded that we have maintained effective internal control over financial reporting at December 31, 2021, based on these criteria.

ITEM 9B OTHER INFORMATION

Not applicable.

ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

DIRECTORS AND EXECUTIVE OFFICERS

Set forth below is information concerning the age, principal occupation, employment and directorships held during the past five years and positions with the Company of each director, and the year that they first became a director of the Company.

Set forth below is information concerning the age, principal occupation, employment and directorships held during the past five years and positions with the Company of each director and executive officer, and the year that they first became a director of the Company.

Also set forth below is a brief discussion of the specific experience, qualifications, attributes or skills that led to the conclusion that such director should serve as a director of the Company.

The Nominating and Governance Committee of the Board of Directors reviews at least annually the skills and characteristics for the election of new and continuation of existing directors, including diversity.

“Del” Marting Jr.

Corrado De Gasperis

joined Comstock in April 2010, as Chief Executive Officer.

He has been a director since June 2011, and Executive Chairman since September 2015.

De Gasperis was also the President of the Company from April 2010 until August 2019.

De Gasperis is also a Director, President and CEO of Sierra Springs Opportunity Fund Inc., a strategic investee of Comstock Mining.

He brings more than 30 years of industrial, financial, project management and operational metals and mining, manufacturing, capital markets and board governance experience.

56 Director, Executive Chairman and Chief Executive Officer

President, Chief Financial Officer

McCarthy 42 Chief Operating Officer

Winsness 54 Chief Technology Officer

Rahul Bobbili 46 Chief Engineering Officer

Corrado De Gasperis, Director, Executive Chairman and Chief Executive Officer

De Gasperis brings over 35 years of industrial manufacturing, financial, governance, operational and project management experience in the metals, mining, and recycling industries.

De Gasperis has served as Comstock’s chief executive officer since 2010 and executive chairman since 2015.

He is also a director and president of each of the Company’s wholly- and majority-owned subsidiaries, and Sierra Springs Opportunity Fund, Inc., a strategic investee of Comstock since July 2019.

From 2006 to 2009, Mr.

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De Gasperis held roles of increasing responsibility at GrafTech International Ltd.

(“GrafTech”), a global manufacturer of industrial graphite and carbon-based materials.

From 2001 to 2006, he served as the Chief Financial Officer, in addition to his duties as Vice President and Chief Information Officer, which he assumed in 2000.

From 1998 to 2000, he served as the Controller of GrafTech and a leader of its transformation and recapitalization.

(“GrafTech”), a global manufacturer of graphite and carbon cathodes and electrodes.

From 2001 to 2006, he served as the Chief Financial Officer, in addition to his duties as vice president and chief information officer and a leader of its transformation and recapitalization.

From 1998 to 2000, he served as the controller of GrafTech.

From 1987 to 1998, Mr.

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As a Senior Assurance Manager in the Manufacturing, Retail and Distribution Practice, he served clients such as General Electric Company and Union Carbide Corporation.

KPMG announced his admittance, as a Partner in July 1998.

De Gasperis is also a founding member and the Chairman of the Board of Directors of the Comstock Foundation for History and Culture, a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code.

He is a board member and previously served as Chairman of the Virginia City Tourism Commission from December 2018 until January 2020, and is a member of the Northern Nevada Development Authority and the Northern Nevada Network.

De Gasperis has served as a director of GBS Gold International Inc., where he was Chairman of the Audit and Governance Committee and the Compensation Committee and a member of the Nominations and Advisory Committees.

KPMG announced his admittance, as a Partner, effective July 1, 1998.

De Gasperis is also a director and the chairman of the of the Board of Directors of LiNiCo Corporation and the chairman of the member committee of Quantum Generative Materials, LLC.

He is also a director of ROK-On Building Systems, a manufacturer of low-carbon, renewable building materials and a strategic investee of Sierra Springs Opportunity Fund Inc and he is also a founding member and the chairman of the Board of Directors of the Comstock Foundation for History and Culture, a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code").

DeGasperis previously served as a director and as chairman of the Virginia City Tourism Commission.

He also has served as a director of GBS Gold International Inc., where he was chairman of the Audit and Governance Committee and the Compensation

Committee and a member of the Nominations and Advisory Committees.

De Gasperis holds a BBA from the Ancell School of Business at Western Connecticut State University, with honors.

director since February 2018.

Drozdoff, Director

Drozdoff serves as the Chairman of the Compensation and Environmental Committees.

Drozdoff has extensive experience in Nevada's mining industry, including engineering, legislation, environmental regulation, economic development, legislation and historical preservation.

He most recently served as the Director of the Nevada Department of Conservation and Natural Resources from 2010 to 2016, and was a Cabinet member reporting to two Nevada Governors, where Mr.

He joined the Company’s board of directors on February 12, 2018, and most recently served as the Director of the Nevada Department of Conservation and Natural Resources from 2010 to 2016, and was a Cabinet member reporting to two Nevada Governors, where Mr.

Drozdoff oversaw 900 state employees responsible for mining, environmental protection, water resources, forestry, state parks, state lands and the State Historic Preservation Office.

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Drozdoff graduated from Bucknell University with a Bachelor of Science degree in Civil Engineering and he holds an MBA degree with an emphasis in management from the University of Nevada, Reno.

“Del” Marting Jr.

director since April 2018.

Marting is the Founder and Managing Member of CereCare, LLC, dba Brain Health Restoration, a firm focused on providing breakthrough rehabilitation treatment for individuals, including numerous veterans, suffering from brain disease, traumatic brain injury and related substance use disorders - most commonly alcoholism and opioid addictions.

“Del” Marting, Jr., Director

Marting is the Founder and Managing Member of CereCare, LLC, D/B/A Brain Health Restoration, a firm focused on providing breakthrough rehabilitation treatment for individuals, including numerous veterans, suffering from brain disease, traumatic brain injury and related substance use disorders, most commonly alcoholism and opioid addictions.

Marting is also an experienced mining executive, having started his mining career with Amax Inc., working there from 1975 to 1984.

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Marting is also a Navy veteran, including service as a member of the US Navy SEAL Team Two.

director since September 2020.

Marting joined the Company’s board of directors on April 6, 2018.

Merrill, Director

Merrill is currently Chief Financial Officer of Aqua Metals, Inc.

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Merrill was instrumental in establishing financial processes and driving efficiencies, and managing and maintaining the Company’s liquidity and efficient access to the capital markets.

directly with bankers, lenders, investment funds and major shareholders related to the company’s capital management Mr.

Merrill previously worked as a controller at Fronteer Gold Inc.

He worked directly with bankers, lenders, investment funds and major shareholders related to the company’s capital management Mr.

Merrill previously worked as a controller at Frontier Gold Inc.

and as an assistant controller at Newmont Mining Corp., where he acquired and developed strong financial planning, cost management, treasury and cash management experience.

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Merrill holds a Bachelor of Science in Accounting from Central Washington University and a Masters of Business Administration from the University of Nevada, Reno, and is a Certified Public Accountant.

director since October 2005.

Nance also serves as the Chairman of the Audit and Finance, Compensation and Nominating and Governance Committees.

Merrill joined the Company’s board of directors on September 11, 2020.

Nance, Director

Nance serves as the Chairman of the Audit and Finance and Nominating and Governance Committees.

He is the President and CEO of Century Plaza Printers, Inc., a company he founded in 1979 and has served as a consultant in the acquisition and disposition of commercial real estate.

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Nance has extensive management experience within a wide range of businesses and brings more than 35 years of public company director experience.

Nance joined the Company’s board of directors on October 26, 2005.

Kreisler, Director, President and Chief Financial Officer

Kreisler joined Comstock as its president and chief financial officer in September 2021.

He is also a director and chief financial officer of each of the Company’s wholly- and majority-owned subsidiaries.

Kreisler has a diverse background in agriproducts, renewable fuels, hazardous waste, and intellectual property development, with deep expertise in building and scaling commercial production processes and companies in regulated markets.

Kreisler served from 2003 to 2021 as managing director for Viridis Asset Management LLC, a family-owned investment company focused on the development of early-stage companies and technologies, with a specialization in commercializing technology-driven profitability incentives that leverage existing infrastructure and consumption behaviors to produce globally-meaningful sustainability gains.

In that capacity, Mr.

Kreisler founded GreenShift Corporation in 2005 and served as its chairman and chief executive officer through 2021.

GreenShift developed and commercialized patented technologies that integrated into the backend of corn ethanol plants to extract and recover a historically-overlooked natural resource – inedible crude corn oil, for use in the production of advanced carbon-neutral liquid fuels and other biomass-derived alternatives to fossil fuel derivatives.

Today, upwards of 95% of the U.S.

corn ethanol industry uses that technology to displace more than 20 million barrels of fossil fuel, trillions of cubic feet of natural gas, and tens of millions of metric tons of greenhouse gases every year.

In total, those gains are globally-meaningful and have accumulated to industry-wide savings exceeding 250 million barrels of fossil fuel.

From 1998 to 2004, Mr.

Kreisler served as a director and officer of Veridium Corporation, which developed and commercialized an array of selective metals separation technologies, where he led the design, engineering, and construction of an advanced facility for the recycling and reuse of inorganic hazardous and industrial wastes from thousands of different waste streams from dozens of industrial processes.

Kreisler is a graduate of Rutgers University College of Engineering (B.S., Civil and Environmental Engineering, 1994), Rutgers University Graduate School of Management (M.B.A., 1995), and Rutgers University School of Law (J.D., 1997).

Kreisler is admitted to practice law in New Jersey and the United States District Court for the District of New Jersey.

McCarthy, Chief Operating Officer

McCarthy joined Comstock as its chief operating officer in July 2021.

He is also the chief operating officer over each of the Company’s wholly- and majority-owned subsidiaries.

He brings over 20 years of experience to Comstock, focused on the development and implementation of systemic, scalable business strategies to drive profitability and revenue growth across a diverse range of industries.

Previously, Mr.

McCarthy was a co-founder and chief executive officer of Mana Corporation, a developer of biomass-based business strategies.

From 2017 to 2020, Mr.

McCarthy was the principal of Normandy Road Partners, a boutique advisory firm focused on empowering scalable growth in emerging industries.

From 2005 to 2016, Mr.

McCarthy held roles of increasing responsibility at SVP Global, a global investment firm focused on distressed debt, special situations and private equity opportunities, most recently as Director of Risk Management.

From 2003 to 2005, Mr.

McCarthy was an Associate with Resurgence Asset Management, a private equity manager.

He began his career at the Principal Financial Group.

McCarthy earned a B.A.

in Economics from Tufts University.

Winsness, Chief Technology Officer

Winsness joined Comstock as its chief technology officer in September 2021.

He is also the chief technology officer of each of the Company’s wholly- and majority-owned subsidiaries.

Winsness has spent his professional career targeting the extraction and recovery of materials from byproduct streams and repurposing those recovered materials into high value markets.

Winsness previously served as GreenShift’s chief technology officer from 2006 to 2018, where he invented, developed, and commercialized the largest innovation to occur in the corn ethanol industry:

backend corn oil extraction.

The technology efficiently extracts corn oil from byproduct streams so that it can be sold separately without consuming any additional power or corn.

The technology has been adopted by more than 95% of the 209 U.S.

corn ethanol plants, where it generates more than an estimated $3.2 billion annually in additional profit for the industry.

Winsness subsequently served as chief executive officer of Plain Sight Innovations LLC and its predecessor, FLUX Carbon LLC, where he led the development of a technology portfolio for cellulosic fuels and other clean technologies, focusing on advanced carbon-neutral

fuels and alternatives to fossil fuels.

Winsness attended Clemson University and graduated with a Bachelor of Science degree in Mechanical Engineering.

Rahul Bobbili, Chief Engineering Officer

Bobbili joined Comstock as its chief engineering officer in June 2021.

He has nearly 20 years of experience in process design, patent licensing, equipment manufacturing, commissioning, project management, and start-up.

From 2006 to 2021, Mr.

Bobbili served as the chief executive officer of Renewable Process Solutions, Inc., a recently acquired wholly-owned subsidiary of Comstock.

Bobbili invented multiple chemical processes in the renewable industry and built twenty-six biofuel refineries in the last fourteen years.

Bobbili has managed multiple industrial-scale projects from construction phases, commissioning, and operations.

Bobbili received a B.S.

in Production Engineering from Osmania University, India, a M.S.

in Mechanical Engineering from Old Dominion University, Virginia, and an Executive Finance certification from Stanford University, California.

CORPORATE GOVERNANCE

We are managed under the direction of the Board of Directors, which has adopted Corporate Governance Guidelines to set forth certain corporate governance practices.

The Corporate Governance Guidelines are available on our website at

http://www.comstockmining.com/about/corporate-governance.

The Corporate Governance Guidelines are available on our website at http://www.comstock.inc/investors/sec filings.

The information contained on our website is not part of this annual report on Form 10-K.

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Generally, in order for a director to be considered “independent” by the Board of Directors, he or she must (1) be free of any relationship that, applying the rules of the NYSE American, would preclude a finding of independence and (2) not have any relationship (either directly or as a partner, shareholder or officer of an organization) with us or any of our affiliates or any executive officer of us or any of our affiliates (exclusive of relationships based solely upon investment) that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

On an annual basis, each director and executive officer is obligated to disclose any transactions with our Company and any of its subsidiaries that a director or executive officer, or any member of his or her immediate family, have a direct or indirect material interest.

On an annual basis, each director and executive officer is obligated to disclose any transactions with our Company and any of its subsidiaries that a director or executive officer, or any

member of his or her immediate family, have a direct or indirect material interest.

In evaluating the materiality of any such relationship, the Board of Directors takes into consideration whether disclosure of the relationship would be required by the proxy rules under the Exchange Act.

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The Board of Directors meets on a regularly scheduled basis to review significant developments affecting us and to act on matters requiring Board of Directors’ approval, and may hold special meetings between scheduled meetings when appropriate.

During 2020, the Board of Directors and its committees held 20 meetings of all the committees of the Board of Directors that the directors then served.

During 2021, the Board of Directors and its committees held 17 meetings of the Board of Directors that the directors then served.

The directors attended 99% of the aggregate of the total number of meetings of all committees that the director then served, and the total number of meetings of the Board of Directors.

BOARD OF DIRECTORS LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT

The Company is led by Corrado De Gasperis, who has served as Executive Chairman of the Board since September 2015, and Chief Executive Officer since April 2010.

The Company is led by Mr.

De Gasperis, who has served as Executive Chairman of the Board since September 2015, and Chief Executive Officer since April 2010.

The Board of Directors believes that the current Board leadership structure, in which the roles of Chairman and Chief Executive Officer are held by one person, is appropriate for the Company and its shareholders at this time.

The current Board leadership structure is believed to be appropriate because it demonstrates to our employees, suppliers, customers, and other shareholders that the Company is under strong leadership, with a single person setting the tone and having primary responsibility for managing the Company’s operations.

The Board will continue to reexamine our corporate governance policies and leadership structure on an ongoing basis to ensure that they continue to meet the Company’s needs.

The current Board leadership structure is believed to be appropriate because it demonstrates to all of our shareholders, employees, suppliers, customers, and other stakeholders that the Company is under strong and focused leadership, who facilitates clear, aligned, transparent strategic planning, execution and communication with a single person setting the tone and having accepting full and primary responsibility for managing the Company’s operations ensuring the Company and its systems achieve our stated goals.

The Board will continue to reexamine our corporate governance policies and leadership structure on an ongoing basis to ensure that they continue to meet the Company’s stated needs and supports and enables our goals.

The Company will review these policies and may adopt a different approach in the future if circumstances warrant a change.

The Board is responsible for overseeing risk management, and receives periodic reports from management.

Management and the Board are focused on the vision for the Company, and enhancing shareholder value, management and strategic planning and oversight of Company operations.

We believe that our directors provide effective oversight of the risk management function, especially through dialogue between the Board and our management.

Executive Officers

De Gasperis, the Executive Chairman, Chief Executive Officer of the Company, serves as the Company’s principal executive officer, principal financial officer and principal accounting officer.

The Board is responsible for overseeing strategic planning, organizational design and effectiveness, systemic risk management and progress of our critical projects, and receives frequent, periodic reports from management.

Management and the Board are focused on a singular the vision, mission and goal of the Company, and delivering financial, natural and social impacts, that are all designed to enhancing shareholder value.

, management and strategic planning and oversight of Company operations.

We believe that our directors provide independent and effective oversight of the systemic risk management function process, especially through strategic and organization reviews and continuous dialogue between the Board and our management.

BOARD DESIGNATION RIGHTS

On September 7, 2021, Comstock entered into and closed under a Securities Exchange Agreement with the shareholders of Comstock Innovations Corporation (F/K/A Plain Sight Innovations Corporation) (“Comstock Innovations”), in order to acquire 100% of the issued and outstanding equity of Comstock Innovations.

In connection with the acquisition, the Company agreed to appoint a designee of one of the former shareholders of Triple Point Asset Management LLC (“TPAM”), to the Company’s board of directors for so long as TPAM continues to hold more than 4.9% of the Company’s issued and outstanding common stock.

TPAM designated Kevin Kreisler, the Company’s current president and chief financial officer, for appointment to the Company’s board of directors in connection with the foregoing agreement.

The nominating committee of the board of directors has nominated Mr.

Kreisler and he will stand for election to the board of directors at the Company’s next annual general meeting on May 26, 2022.

CODE OF CONDUCT AND ETHICS

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Only our Board of Directors or the Audit and Finance Committee may waive the provisions of our Code of Conduct and Ethics for executive officers and directors.

Our Code of Conduct and Ethics constitutes a code of ethics for purposes of Item 406 of Regulation S-K, and is posted on our website at www.comstockmining.com.

Our Code of Conduct and Ethics constitutes a code of ethics for purposes of Item 406 of Regulation S-K, and is posted on our website at www.comstockinc.

BOARD COMMITTEES

The Board has established three standing committees (the Audit and Finance Committee, the Compensation Committee and the Nominating and Governance Committee), and periodically establishes other committees, in each case so that certain important matters can be addressed in greater depth than may be possible in a meeting of the entire Board.

The Board has established four standing committees (the Audit and Finance Committee, the Compensation Committee, the Environmental and Sustainability Governance Committee and the Nominating and Governance Committee), and periodically

establishes other committees, in each case so that certain important matters can be addressed in greater depth than may be possible in a meeting of the entire Board.

Under the committee charters described below, members of the three standing committees must be independent directors within the meaning of the listing standards of the NYSE American.

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- review with management major issues regarding auditing, accounting, internal control and financial reporting principles, policies and practices and regulatory and accounting initiatives, and presentation of financial statements, and the adequacy of the internal controls and any special audit steps adopted in light of material control deficiencies;

• meet at least once annually and separately with management and the independent registered public accounting firm;

- meet annually and separately with management and the independent registered public accounting firm;

- review, prior to filing with the SEC, all annual and quarterly reports (and all interim reports on Form 8-K to be filed that contain financial disclosures of similar scope and magnitude as annual reports and quarterly reports);

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- direct the establishment and maintenance of procedures for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

Members of the Audit and Finance Committee are William Nance (Chair), Leo Drozdoff and Walter Marting Jr.

Members of the Audit and Finance Committee are Mr.

Nance (Chairman), Mr.

Drozdoff and Mr.

The Board has determined that each member of the Audit and Finance Committee meets the financial literacy requirements of the NYSE American and SEC, and that no members of Audit and Finance Committee violate the prohibition on serving as an Audit and Finance Committee member due to having participated in the preparation of our financial statements at any time during the past three years.

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- review the Compensation Discussion and Analysis for inclusion in the annual proxy statements or annual report as the case may be.

Members of the Compensation Committee are Leo Drozdoff (Chair) and William Nance, each of whom satisfies the independence requirements of NYSE American and SEC rules and regulations.

Members of the Compensation Committee are Mr.

Drozdoff (Chairman) and Mr.

Nance, each of whom satisfies the independence requirements of NYSE American and SEC rules and regulations.

Each member of our Compensation Committee is a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act, and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code.

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The Nominating and Governance Committee assists our Board in discharging and performing its duties and responsibilities with respect to nomination of directors, selection of committee members, assessment of performance of our Board and other corporate governance matters.

Without limiting the scope of such activities, the Nominating and Governance Committee shall, among other things:

• review candidates for nomination for election as directors submitted by directors, officers, employees and stockholders;

• review at least annually the current directors of our Board to determine whether such individuals are independent under the listing standards of the NYSE American and the SEC rules under the Sarbanes-Oxley Act of 2002 (and non-employee directors (as defined under Exchange Act Rule 16b-3) and outside directors (as defined under Internal Revenue Code Section 162 (m))).

Members of the Nominating and Governance Committee are William Nance (Chair) and Walter Marting Jr., each of whom satisfies the independence requirements of NYSE American and SEC rules and regulations.

Without limiting the scope of such activities, the Nominating and Governance Committee shall, among other things review candidates for nomination for election as directors submitted by directors, officers, employees and stockholders;

and, review at least annually the current directors of our Board to determine whether such individuals are independent under the listing standards of the NYSE American and the SEC rules under the Sarbanes-Oxley Act of 2002 (and non-employee directors (as defined under Exchange Act Rule 16b-3) and outside directors (as defined under Internal Revenue Code Section 162 (m))).

Members of the Nominating and Governance Committee are Mr.

Nance (Chairman) and Mr.

Marting Jr., each of whom satisfies the independence requirements of NYSE American and SEC rules and regulations.

The charter of the Nominating and Governance Committee sets forth the minimum qualifications to serve as a director.

As set forth in such charter, each director and nominee should have the following skills and characteristics:

• Have high personal standards:

◦ Desire to make full disclosure of all present and future conflicts of interest.

• Have the ability to make informed business judgments;

• Have literacy in financial and business matters;

• Have the ability to be an effective team member;

• Have a commitment to active involvement and an ability to give priority to the Company;

a member of the Audit and Finance Committee should serve on no more than three public company audit committees;

• Have no affiliations with competitors;

• Have achieved high levels of accountability and success in his or her given fields;

• Have no geographic travel restrictions;

• Have an ability and willingness to learn the Company’s business;

• Preferably have experience in the Company’s business or in professional fields (i.e.

- high personal standards:

integrity, honesty, and desire to make full disclosure of all present and future conflicts of interest;

- the ability to make informed business judgments;

- literacy in financial and business matters;

- the ability to be an effective team member;

- a commitment to active involvement and an ability to give priority to the Company;

- no affiliations with competitors;

- achieved high levels of accountability and success in his or her given fields;

- no geographic travel restrictions;

- an ability and willingness to learn the Company’s business;

- experience in the Company’s business or in professional fields (i.e.

finance, accounting, law or banking) or in other industries or as a manager of international businesses so as to have the ability to bring new insight, experience or contacts and resources to the Company;

• Preferably have a willingness to make a personal substantive investment in the Company;

• Preferably have no direct affiliations with major suppliers or vendors;

• Preferably have previous public company board experience together with good references.

- a willingness to make a personal substantive investment in the Company;

- no direct affiliations with major suppliers or vendors;

- previous public company board experience together with good references.

Shareholders may communicate with the full Board of Directors (including shareholder nominations), a specified committee of the Board of Directors or a specified individual member of the Board of Directors in writing by mail addressed to Comstock Mining Inc., P.O.

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The Chairman of the Nominating and Governance Committee and his or her duly authorized agents are responsible for collecting and organizing shareholder communications.

Absent a conflict of interest, the Chairman of the Nominating and Governance Committee is responsible for evaluating the materiality of each shareholder communication and determining whether further distribution is appropriate, and, if so, whether to (1) the full Board of Directors, (2) one or more committee members, (3) one or more Board members and/or (4) other individuals or entities.

Please note that Mr.

Absent a conflict of interest, the Chairman of the Nominating and Governance Committee is responsible for evaluating the materiality of each shareholder communication and determining whether further distribution is appropriate, and, if so, whether to (i) the full Board of Directors, (ii) one or more committee members, (iii) one or more Board members and/or (iv) other individuals or entities.

De Gasperis was elected as a director of the Company in 2011, pursuant to the terms of his employment agreement.

Board Designation Rights

On January 13, 2017, in connection with the Company’s issuance and sale of an 11% Senior Secured Debenture due 2021 in an aggregate principal amount of $10,723,000 (the “Debenture”), the Company granted certain board designation rights.

For so long as the Debenture remains outstanding, the investor in the Debenture shall have the right to designate one of their founders as a nominee to the Board of Directors.

In May 2018, J.

Clark Gillam was designated as the nominee and was nominated and approved unanimously by the Board of Directors.

On August 11, 2020, the Company retired the Debenture by

paying the remaining principal balance.

Mr Gillam subsequently resigned from the Board of Directors on September 20, 2020.

See Note 3, Notes Receivable and Advances, Net, to the consolidated financial statements.

Kreisler was nominated as a director, pursuant to the terms of the acquisition and securities exchange agreement with Comstock Innovations on September 7, 2021, and stands for election at the Company’s next annual general meeting on May 26, 2022.

ATTENDANCE AT ANNUAL MEETING

We expect all directors to attend the annual meeting of shareholders each year.

We expect all directors to attend the annual general meeting of shareholders each year.

All five directors attended the Company’s 2021 Annual Meeting.

Director Compensation

In May 2020, Directors were granted a total of 135,000 common shares for past services and 180,000 common shares for current services for a total of 315,000 common shares.

The fair value of the common shares issued was $0.56 per share, based on the closing price of the Company's common shares on May 28, 2020.

Compensation cost totaling $176,400 was recorded as a general and administrative expense in the consolidated statements of operations for the year ended December 31, 2020.

In December,2020, Directors were granted a total of 540,000 shares of common stock for future services, vesting in three equal increments of 180,000 shares each on January 1, 2022, 2023 and 2024.

The fair value of the common shares issued was $1.06 per share, based on the closing price per share of the Company's common stock on December 30, 2020.

Compensation cost totaling $572,400 will be recognized on a straight line basis over the three year vesting period.

No stock compensation was recognized in connection with these shares for the year ended December 31, 2020.

Executive Compensation

The following table sets forth, for the periods indicated, the total compensation for services provided by the person who served as our principal executive officer (CEO) during 2020, the person who served as our principal financial officer (CFO) during 2020, and the person who served as our principal accounting officer (PAO) during 2020.

SUMMARY COMPENSATION AND NAMED EXECUTIVE OFFICERS TABLE

Name and Principal Position Year Salary

($) Option Awards Non-equity incentive Plan Compensation All other compensation Total

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our certificate of incorporation provides that we shall indemnify and hold harmless our directors and executive officers to the fullest extent permitted by, and in the manner permissible under the laws of the State of Nevada, any person made, or threatened to be made, a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he or she is or was a director or officer, or served any other enterprise as director, officer or employee at our request.

The board of directors, in its discretion, has the power on our behalf to indemnify any person, other than a director or officer, made a party to any action, suit or proceeding by reason of the fact that he/she is or was one of our employees.

Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act, and is therefore, unenforceable.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s officers and directors, and persons who own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the SEC.

Officers, directors, and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on the Company’s review of copies of such forms received by the Company, the Company believes that during the year ended December 31, 2021, all filing requirements applicable to all officers, directors, and greater than 10% beneficial stockholders were complied with.

ITEM 11 EXECUTIVE COMPENSATION

The following table sets forth all compensation awarded to, earned by, or paid by the Company and its subsidiaries (or by third parties as compensation for services to the Company or its subsidiaries) to its executive officers, including the Company’s principal executive officer, principal financial officer, and principal accounting officer during 2021 and 2020.

Name and Principal Position

Option Awards

Non-Equity Incentive Plan Compensation

All Other Compensation

Corrado De Gasperis (1)

$ 318,462 $ 147,729 $ 196,623 $ 16,818 $ 679,632

CEO, CFO and PAO 2019 288,000 — 65,000 19,052 372,052

Chief Executive Officer

288,000 10,032 110,000 25,663 433,695

Juan Carlos Giron Jr.

$ 138,269 $ — $ — $ — $ 138,269

President and CFO 2019 63,692 — — — 63,692

President, Chief Financial Officer

$ 142,800 $ — $ — $ — $ 142,800

De Gasperis was hired to serve as the Chief Executive Officer and President of the Company effective April 21, 2010 and was appointed Executive Chairman in September 2015.

De Gasperis has also served as the Principal Financial Officer since April 21, 2010 and as Principal Accounting Officer since August 30, 2019.

Chief Operating Officer

$ 137,221 $ — $ — $ — $ 137,221

Chief Technology Officer

Rahul Bobbili (5)

$ 109,423 $ — $ — $ — $ 109,423

Chief Engineering Officer

De Gasperis was hired as the chief executive officer and president of the Company effective April 21, 2010 and was appointed Executive Chairman in September 2015.

De Gasperis has also periodically served as both the principal financial officer and principal accounting officer.

De Gasperis’ salary was voluntarily reduced from $360,000 to $288,000 during 2016 in conjunction with the Company's efforts to reduce administrative expenses.

Non-equity incentives represent the opportunity for Mr.

De Gasperis to earn back amounts voluntarily reduced between 2016 and July of 2021.

The July 2021, payments of $196,623 represent the conclusion of that program.

All other reflects amounts paid for personal time off ("PTO") not taken.

was hired to serve as the President and Chief Financial Officer effective September 1, 2019, and served in that capacity until February, 2020, when he left the Company to pursue other opportunities.

On March 19, 2020, the Company entered into a severance agreement with Mr.

Pursuant to the terms of the severance agreement, Mr.

Giron is entitled to receive four months of severance compensation at the rate he was previously paid.

All other compensation includes severance payments and amounts paid in current year for PTO not taken.

The terms of Mr.

De Gasperis' employment agreement are described in detail in Employment, Retirement and Severance Plans and Agreements below.

Current Equity Compensation Program

In 2020, the Company adopted the 2020 Plan.

For a description of the 2020 Plan, please see Item 5, Equity Compensation Plan Information, 2020 Equity Incentive Plan.

The 2020 Plan replaced the equity plans previously adopted by the Company in 2011.

In 2011, the Company adopted the 2011 Plan.

For a description of the 2011 Plan, please see Item 5, Equity Compensation Plan Information, 2011 Equity Incentive Plan.

The 2011 Plan replaced the equity plans previously adopted by the Company, including, without limitation, those adopted in 2005 and 2006.

Kreisler was hired to serve as the Company’s president and chief financial officer effective September 7, 2021, at which time he was additionally appointed as the Company’s principal financial officer.

McCarthy was hired to serve as the Company’s chief operating officer effective July 23, 2021.

Winsness was hired to serve as the Company’s chief technology officer effective September 7, 2021.

Bobbili was hired to serve as the Company’s chief engineering officer effective June 23, 2021.

EMPLOYMENT, RETIREMENT AND SEVERANCE PLANS AND AGREEMENTS

Corrado De Gasperis Employment Agreement

The Company has entered into employment agreements with its executive officers that provide for an annual salary, periodic bonuses, vacation, and participation in any employee plans made available to all Company employees.

Employment Agreement with Corrado De Gasperis

De Gasperis was hired to serve as our Chief Executive Officer and President effective April 21, 2010.

In connection with his employment, the Company entered into an Employment Agreement with Mr.

De Gasperis, which also provided for his election as a director upon closing of the recapitalization and the capital raise transactions in 2010.

The agreements original term ended on April 21, 2014 but is automatically extended for additional one-year periods unless notice of termination is provided.

De Gasperis, which also provided for his election as a director upon closing of the recapitalization and the capital raise transactions in 2010 (“De Gasperis Employment Agreement”).

The original term of the De Gasperis Employment Agreement ended on April 21, 2014, but is automatically extended for additional one-year periods unless notice of termination is provided.

If a “change in control” of the Company (as defined in the agreement) occurs with less than three years remaining, then the term will be extended to three years beyond the date of the change in control.

Salary and Other Benefits.

Under the agreement, Mr.

De Gasperis is entitled to an annual base salary of $360,000.

De Gasperis voluntarily agreed to reduce his annual salary to $288,000.

De Gasperis is entitled to an annual base salary of $360,000, which Mr.

De Gasperis voluntarily agreed to reduce to $288,000 until July 1, 2021, when the Board of Directors agreed to reinstate the full salary basis.

De Gasperis is entitled to participate in each of our medical, pension or other employee benefit plans generally available to employees.

De Gasperis is also entitled

to participate in any of our incentive or compensation plans.

De Gasperis is also entitled to participate in any of our incentive or compensation plans.

The agreement also requires us to adopt a profit sharing plan whereby 10% of net cash profits before principal payments of indebtedness and investments in fixed assets will be set aside for semi-annual payments to employees, no less than 35% of which shall be payable to Mr.

The profit sharing plan has not yet been established.

Equity Awards.

The Company was required to adopt an equity incentive plan.

The Board of Directors adopted the 2020 Plan in December 2020 and 540,000 award grants were made on December 30, 2020 to non-executive board members, in lieu of cash, for future services.

There are 1,260,000 shares available for granting future awards under the 2020 Plan.

The Board of Directors previously adopted and the shareholders approved the 2011 Plan, in June 2011 and award grants were made in 2011, and thereafter.

On May 28, 2020, Comstock’s Board of Directors resolved to grant certain share-based compensation payable to non-executive board members, in lieu of cash, in consideration of certain past and current service to the Company and also resolved to grant certain share-based compensation to members of management, including the chief executive officer and other key employees of the company, in consideration of service to the Company.

These share-based payments were granted under the previously approved 2011 Equity Compensation Plan and vested immediately.

The grant date for both the shares and the options was May 28, 2020.

Any previously granted unvested shares under the 2011 Plan expired in 2016 and 2017 and there are no shares available for granting under the 2011 Plan.

Rights on Termination of Employment.

De Gasperis employment is terminated without “cause,” if his employment is terminated due to his “disability” or if he resigns for “good reason” (each term as defined in his agreement), subject to his executing a release in our favor, Mr.

De Gasperis shall be entitled to:

• a lump sum payment of all accrued amounts due to him through the date of his termination;

• continued base salary for twelve months (or thirty-six months if the termination is during the three year period following a change in control);

• continuation of health and life insurance benefits for the longer of the period during which base salary is payable following termination or 18 months (unless he is entitled to participate in the health plan of a new employer).

De Gasperis’ employment is terminated due to his death, his estate is entitled to the benefits (other than continued life insurance coverage) outlined above.

If the De Gasperis Employment Agreement is terminated without cause, or due to disability, or if Mr.

De Gasperis resigns for good reason (each term as defined therein), subject to execution of a release in the Company’s favor, Mr.

De Gasperis shall be entitled to (i) a lump sum payment of all accrued amounts due to him through the date of his termination, (ii) continued base salary for twelve months (or thirty-six months if the termination is during the three year period following a change in control), and (iii) continuation of health and life insurance benefits for the longer of the period during which base salary is payable following termination or 18 months (unless he is entitled to participate in the health plan of a new employer).

employment is terminated due to his death, his estate is entitled to the benefits (other than continued life insurance coverage) outlined above.

Upon a termination of Mr.

De Gasperis' employment for cause or his resignation without good reason, he shall be entitled to a lump sum payment of all amounts due to him through the date of his termination.

Non-Compete .

The agreement prohibits Mr.

The De Gasperis Employment Agreement prohibits Mr.

De Gasperis from competing with us during the term of his employment and for one year thereafter.

Restricted Stock Awards

If a change in control of the Company (as defined in the 2011 Plan) occurs, then the shares of restricted stock granted to the named executive would vest immediately and, following the date on which the named executive officer’s employment is terminated by the Company without cause or following his disability, the portion of the award that would vest upon achieving the next objective shall vest at the time of termination.

For purposes of the 2011 Plan, change in control occurs, generally, on the following:

• the date on which any person or group becomes the beneficial owner of 40% or more of the then issued and outstanding common stock or voting securities of the Company (not including securities held by our employee benefit plans or related trusts or certain acquisitions by John Winfield and his affiliates);

• the date on which any person or group acquires the right to vote on any matter, by proxy or otherwise, with respect to 40% or more of the then issued and outstanding common stock or voting securities of the Company (not including securities held by our employee benefit plans or trusts or certain acquisitions by John Winfield and his affiliates);

• the date, at the end of any two-year period, on which individuals, who at the beginning of such period were directors of the Company, or individuals nominated or elected by a vote of two-thirds of such directors or directors previously so elected or nominated, cease to constitute a majority of our Board of Directors;

• the date on which shareholders of the Company approve a complete liquidation or dissolution of the Company;

• the date on which we consummate certain reorganizations, mergers, asset sales or similar transactions.

Other Executive Officer Employment Agreements

Effective September 7, 2021, the Company and Kevin E.

Kreisler entered into an employment letter agreement, which shall be deemed binding with regard to the essential business and economic terms thereof, until such time as the Company and Mr.

Kreisler execute and deliver more formal definitive agreements, which the parties intended to occur in connection with the approval of Company’s updated Company-wide Annual Profit Sharing Plan and Equity Compensation Plan, which shall be adopted no later than December 31, 2023 under the letter agreement.

The letter agreement calls for a $250,000 base salary, subject to increase at the discretion of the Company’s board of directors, and an initial term of five years, subject to automatic renewal for consecutive one year terms until either party provides conforming notice of termination.

The letter agreement additionally includes restrictive covenants protecting the Company’s confidential information and competitive interests, as well as terms providing for the automatic assignment to the Company of intellectual properties developed during the term of the agreement.

The Company entered into substantially similar agreements with William J.

McCarthy, the Company’s chief operating officer, David J.

Winsness, the Company’s chief technology officer, and Rahul Bobbili, the Company’s chief engineering officer, on July 23, 2021, September 7, 2021, and June 23, 2021, respectively.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information with respect to our common stock that may be issued upon the exercise of stock options under our incentive stock option plans as of December 31, 2020.

Plan Category (a) Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (b) Weighted- Average Exercise Price of Outstanding Options, Warrants, and Rights (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))

2011 Equity Compensation Plan Approved by Shareholders (1)

138,800 $0.56 —

2020 Equity Compensation Plan Approved by Shareholders (2)

540,000 $— 1,260,000

_____________

The following table sets forth information with respect to our common stock that may be issued upon the exercise of stock options under our incentive stock option plans at December 31, 2021:

(A) Number of Securities

(B) Weighted Average

to be Issued Upon Exercise of

Exercise Price of

Remaining Available for

Outstanding Options,

Future Issuance Under

Warrants and Rights

Equity Compensation Plans (1)

2011 Equity Compensation Plan (2) (4)

2020 Equity Compensation Plan (3) (4)

Excluding securities reflected in column (A) above.

There are 72,650 fully vested and exercisable options outstanding under the 2011 Plan.

The options were granted in May 2020, have a remaining contractual life of 1.4 years, an exercise price of $0.56 and were valued at $0.20 fair value per option on the grant date.

The options vested immediately.

Upon the payment of the exercise price, one share of the Company's common stock shall be issued for each option exercised.

The options were granted in May 2020, and an exercise price of $0.56 and were valued at $0.20 fair value per option on the grant date.

The options vested immediately and expire in May 2022.

As of December 31, 2021, there are no remaining shares available for issuance under the 2011 plan.

3 unchanged sentences

The Company recognizes forfeitures under the 2011 and 2020 Plans as they occur.

COMPENSATION OF DIRECTORS

The following table summarizes the directors’ cash compensation for 2020:

Name Fees Earned or Paid in Cash ($) (1)

Stock Awards Total (1)

William Nance (2)

$ 24,000 $ 50,400 $ 74,400

Leo Drozdoff (3)

In 2011, the Company adopted its 2011 Equity Incentive Plan (the “2011 Plan”).

The maximum number of shares of the Company’s common stock that could be delivered pursuant to awards granted under the 2011 Plan was 1,200,000.

The plan provided for the grant of various types of awards, including, but not limited to, restricted stock (including performance awards), restricted stock units, stock options, and other types of stock-based awards.

On May 28, 2020, Comstock’s Board of Directors resolved to grant certain share-based compensation payable to non-executive board members, in lieu of cash, in consideration of certain past and current service to the Company and also resolved to grant certain share-based compensation to members of management, including the chief executive officer and other key employees of the Company, in consideration of service to the Company.

These share-based payments were granted under the previously approved 2011 Equity Compensation Plan.

The grant date for both the shares and the options is May 28, 2020.

On May 28, 2020, Comstock’s Board of Directors resolved to grant certain share-based compensation payable to non-executive board members, in lieu of cash, in consideration of certain past and current service to the Company and also resolved to grant certain share-based compensation to members of management, including the chief executive officer and other key employees of the Company, in consideration of service to the Company.

These share-based payments were granted under the previously approved 2011 Equity Compensation Plan.

The grant date for both the shares and the options is May 28, 2020.

Non-executive board members were granted a total of 135,000 common shares for past services and 180,000 common shares for current services for a total of 315,000 common shares.

The fair value of the common shares issued was $0.56 per share, based on the closing price of the Company's common shares on May 28, 2020.

Compensation cost totaling $176,400 was recorded as a general and administrative expense in the consolidated statements of operations for the year ended December 31, 2020.

Also in May 2020, employees were granted 138,800 fully vested options to acquire common shares with an exercise price equal to the closing price of our common stock on the date of the grant and expiring on the second anniversary of the grants.

During 2021, 66,150 of the stock options have been repurchased and cancelled, in lieu of being exercised.

At December 31, 2021, the remaining outstanding stock options totaled 72,650.

In June 2021, 60,000 performance shares were granted to employees under the 2020 Plan.

The performance shares which vest based on the market price of the Company's shares were valued using a path-dependent model with the following inputs:

beginning stock price – $3.51;

annual equity volatility – 93%;

risk-free rate – 0.79%;

number of iterations – 100,000, which resulted in an indicated fair value of $2.71 per share, with stock-based compensation recognized evenly over the derived term of 1.7years.

In July 2021, a total of 25,000 performance shares were granted to employees under the 2020 Plan.

The performance shares which vest based on the market price of the Company's shares were valued using a path-dependent model with the following inputs:

beginning stock price – $3.17;

annual equity volatility – 93%;

risk-free rate – 71.00%;

number of iterations – 100,000, resulting in an indicated fair value of $2.38 per share, with stock-based compensation recognized evenly over the derived term of 1.8 years.

In August 2021, a total of 30,000 performance shares were granted to employees under the 2020 Plan.

The performance shares which vest based on the market price of the Company's shares were valued using a path-dependent model with the following inputs:

beginning stock price – $3.04;

annual equity volatility – 95%;

risk-free rate – 0.65%;

number of iterations – 100,000, resulting in an indicated fair value of $2.26 per share, with stock-based compensation recognized evenly over the derived term of 1.8 years.

In 2020, the Company adopted the Comstock Mining Inc.

2020 Equity Incentive Plan (the “2020 Plan”).

The maximum number of shares of the Company’s common stock that may be delivered pursuant to awards granted under the 2020 Plan is 1,800,000, including the 540,000 shares granted to non-executive directors and vesting in three equal increments of 180,000 shares each on January 1, 2022, 2023 and 2024.

The plan provides for the grant of various types of awards, including, but not limited to, restricted stock (including performance awards), restricted stock units, stock options, and other types of stock-based awards.

Stock-based awards will be based on the Company’s goal.

The plan is designed to deliver per share value over the next three years, while positioning the Company for continued growth.

On January 4, 2021, the Compensation Committee of the Board of Directors of the Company authorized grants totaling 1,055,000 performance share units to key employees of the Company.

The executive chairman and chief executive officer of the Company was among the recipients, with a grant of 500,000 performance share units.

Vesting of the awards is conditioned upon the achievement of strategic performance objectives of the Company over three years, as described in the 2020 Plan.

See Note 16, Stock-Based Compensation, to the consolidated financial statements, above.

DIRECTOR COMPENSATION

In May 2020, independent directors were granted a total of 135,000 common shares for past services and 180,000 common shares for current services for a total of 315,000 common shares.

The fair value of the common shares issued was $0.56 per share, based on the closing price of the Company's common shares on May 28, 2020.

In December, 2020, directors were granted a total of 135,000 shares each of common stock, resulting in a total grant of 540,000 shares of common stock for future services, vesting in three equal increments of 45,000 shares for each director, or a total of 180,000 shares on each of January 1, 2022, 2023 and 2024.

The fair value of the common shares issued was $1.06 per share, based on the closing price per share of the Company's common stock on December 30, 2020.

Compensation cost totaling $572,400 will be recognized on a straight-line basis over the three-year vesting period.

Compensation cost totaling $190,800 was recorded as a general and administrative expense in the consolidated statements of operations for the year ended December 31, 2021.

The following table summarizes the directors’ compensation for 2021:

Name Fees Earned or Paid in Cash Stock Awards Total (1)

$ 84,000 $ 47,700 $ 131,700

Walter Marting Jr.

24,000 47,700 71,700

Clark Gillam (4)

24,000 47,700 71,700

Judd Merrill (5)

88,000 47,700 135,700

Total directors cash compensation $ 220,000 $ 190,800 $ 410,800

_____________

No payment included interest.

(2) Excludes $30,000 in committee chair fees accrued but not paid in 2020.

(3) Excludes $30,000 in committee chair fees accrued but not paid in 2020

Gillam resigned from the Company's Board of Directors on September 20, 2020.

(5) Mr Merrill was elected to the Company's Board of Directors on September 11, 2020.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

STOCK OWNERSHIP

The following table sets forth, as of March 5, 2021, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of any class of our voting equity securities.

Name and Address (a)

Title of class Amount and nature of beneficial ownership Percent of class (b)

Winfield Group Common Stock 3,335,439 (c) 7.9 %

Officers and Directors

Corrado De Gasperis Common Stock 650,000 (d) *

Nance Common Stock 232,000 (e) *

Drozdoff Common Stock 306,240 (e) *

Merrill Common Stock 135,100 (e) *

Common Stock 225,000 (e) *

Juan Carlos Giron Jr.

All directors and executive officers as a group Common Stock 1,548,340 3.65 %

Includes $30,000 in committee chair fees accrued for 2020 that was paid in 2021.

Merrill was elected to the Company's Board of Directors on September 11, 2020.

(4) Includes $30,000 in committee chair fees accrued for 2020 that was paid in 2021.

ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, at March 28, 2022, information regarding the voting stock beneficially owned by any person who, to our knowledge, owned beneficially more than 5% of any class of voting stock as well as by the members of our Board of Directors and by all officers and directors as a group.

Name and Address (1)

5,000,000 7.4 %

* Less than 1%

(a) Unless otherwise indicated, the business address of each person named in the table is c/o of Comstock Mining Inc., P.O.

Box 1118, 117 American Flat Road, Virginia City, NV 89440.

(b) Applicable percentage of ownership is based on 42,455,515 shares of common stock outstanding as of March 5, 2021 together with all applicable options and warrants for such stockholder.

2,000,000 3.0 %

1,500,000 2.5 %

Rahul Bobbili

1,000,000 1.5 %

Corrado De Gasperis (5)

708,180 1.0 %

306,240 0.5 %

232,000 0.3 %

225,000 0.3 %

135,100 0.2 %

All directors and officers as a group

11,106,520 16.7 %

Michael Vogel (7)

3,500,000 5.2 %

LINICO Corporation (8)

3,000,000 4.4 %

Quantum Generative Materials LLC (9)

3,000,000 4.4 %

The address of each shareholder is c/o Comstock Mining, Inc., 117 American Flat Road, Virginia City, Nevada 89440.

Applicable percentage of ownership is based on 67,707,832 shares of common stock outstanding as of March 28, 2022, together with all applicable options and warrants for such stockholder.

Beneficial ownership is determined in accordance with the rules of the SEC, and includes voting and investment power with respect to shares.

Shares of our common stock subject to options, warrants or other convertible securities exercisable within 60 days after March 5, 2021 are deemed outstanding for computing the percentage ownership of the person holding such options, warrants or other convertible securities, but are not deemed outstanding for computing the percentage of any other person.

Shares of our common stock subject to options, warrants or other convertible securities are deemed outstanding for computing the percentage ownership of the person holding such options, warrants or other convertible securities.

Except as otherwise noted, the named beneficial owner has the sole voting and investment power with respect to the shares of common stock shown.

Winfield is the President, Chief Executive Officer and Chairman of the Board of The InterGroup Corporation, Santa Fe Financial Corporation and Portsmouth Square, Inc.

and may be deemed to have share voting and dispositive power over shares of the Company’s securities owned by each of The InterGroup Corporation, Santa Fe Financial Corporation and Portsmouth Square, Inc.

Winfield has sole voting power over shares of the Company’s securities held by Northern Comstock LLC.

The 3,335,439 shares of the Company’s common stock beneficially owned by Mr.

Winfield includes (i) 557,517 shares of the Company’s common stock held directly by Mr.

Winfield, (ii), 190,007 shares of the Company’s common stock held by InterGroup, (iii) 355,516 shares of the Company’s common stock held by Portsmouth, (iv) 181,330 shares of the Company’s common stock held by Santa Fe, and (vi) 2,051,069 shares of the Company’s common stock held by Northern Comstock LLC.

Amount and nature of beneficial ownership

John Winfield 557,517

The InterGroup Corporation 190,007

Portsmouth Square Inc.

Santa Fe Financial Corporation 181,330

Northern Comstock LLC 2,051,069

Total 3,335,439

(d) Includes a grant of 500,000 unvested performance share units and options to acquire 50,000 shares of common stock.

Among 100,000 shares owned, 41,820 shares have been pledged as security to an unrelated third party.

(e) Includes 135,000 unvested restricted shares representing board compensation over the next three years, with one-third of shares vesting on January 1, 2022, 2023 and 2024, respectively.

Certain Relationships and Related Transactions, and Director Independence.

(3) All shares listed for Mr.

Kreisler are owned of record by Triple Point Asset Management LLC, an entity owned by Mr.

(4) All shares listed for Mr.

Winsness are owned of record by Global Catalytic Disruptor Fund LLC, an entity owned by Mr.

(5) Includes a grant of 500,000 unvested performance share units, a grant of 50,000 options to acquire shares of common stock and 58,180 shares owned directly.

(6) Includes 135,000 unvested restricted shares for board compensation, with one-third of shares vesting on January 1, 2022, 2023 and 2024, respectively.

On December 30, 2021, the Company acquired 3,129,081 LINICO common shares from its former chief executive officer and director by issuing 3,500,000 common shares of the Company to the former chief executive officer.

The shares are restricted until September 30, 2022, and the Company retained both the voting rights and the right to purchase the shares from the former chief executive officer for the purchase price of $7,258,162.

On February 15, 2021, the Company acquired 6,250 shares of LINICO Series A Convertible Preferred Stock corresponding to 45.45% of LINICO’s issued and outstanding capital stock, in exchange for 3,000,000 shares of Company restricted common stock and $4.5 million in cash.

The 3,000,000 shares are held by LINICO for funding the commercial developments in 2022.

On June 24, 2021, the Company invested in the equity of GenMat by committed cash and stock for the initial seed investment of 48.19%.

The 3,000,000 shares are held by GenMat for funding the quantum technology developments in 2022 and 2023

ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR

Parties, which can be entities or individuals, are considered to be related if either party has the ability, directly or indirectly, to control or exercise significant influence over the other party in making financial and operational decisions.

Entities and individuals are also considered to be related if they are subject to the common control or significant influence of another party.

The Board of Directors has adopted a written related person transaction policy that governs the review, approval or ratification of covered related person transactions.

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the transaction involves compensation approved by our Compensation Committee.

For information about certain relationships between our director nominees and the Company, please see below:

Northern Comstock LLC

On October 20, 2010, the Company entered into an operating agreement (the “Operating Agreement”) to form Northern Comstock LLC (“Northern Comstock”) with Mr.

John Winfield, the Company’s former Chairman and largest shareholder, and an entity controlled by Mr.

The following related party transactions occurred during the years ended December 31, 2021 and 2020.

RENEWABLE ENERGY PRODUCTS SEGMENT

Amendment to Asset Purchase Agreement

On September 7, 2021, the Company entered into and closed under an Asset Purchase Agreement with Flux Photon Corporation (“FPC”), in order to acquire certain intellectual property and related photovoltaic and photocatalysis laboratory equipment (the “FPC Assets”).

The purchase price payable for the FPC Assets is $18,000,000 payable in cash to FPC with 20% of the future monthly consolidated sales, less total variable costs, less operating expenses, maintenance, tax payments, and debt service payments of the Company and its now and hereafter-existing subsidiaries, until the purchase price of $18,000,000 has been fully paid.

The Company assigned the FPC Assets to its wholly-owned Comstock IP Holdings subsidiary immediately after closing.

On December 10, 2021, the Asset Purchase Agreement was amended to provide for the payment by the Company of a $350,000 down payment against the purchase price, corresponding to a balance payable of $17,650,000 at December 31, 2021.

The acquired intellectual property includes advanced new approaches to carbon capture and utilization, atmospheric water harvesting, waste heat and energy recovery, and industrial photosynthesis.

Kevin Kreisler, the Company’s president and chief financial officer, and David Winsness, the Company’s chief technology officer, are indirect beneficiaries of all payments made to FPC under the Asset Purchase Agreement.

The Company additionally agreed to appoint Mr.

Kreisler to the Company’s board of directors in connection with the Company’s acquisition of Comstock Innovations Corporation (F/K/A Plain Sight Innovations Corporation) (“Comstock Innovations”) on September 7, 2021 (see Note 2, Acquisitions and Investments ).

Acquisition of Majority Equity Interest in LINICO Corporation

During 2021, we executed and closed under a series of agreements under which we acquired 90% of the issued and outstanding equity of LINICO Corporation (“LINICO”), in exchange for aggregate consideration of $4,500,000 in cash and 6,500,000 shares of Company common stock.

On February 15, 2021, Comstock, Aqua Metals Inc.

(“AQMS”), and LINICO entered into a Series A Preferred Stock Purchase Agreement (the “Stock Purchase Agreement”), pursuant to which (i) the Company purchased 6,250 shares of LINICO Series A Convertible Preferred Stock (“Series A Preferred”), corresponding to 45.45% of LINICO’s issued and outstanding capital stock, in exchange for 3,000,000 shares of Company restricted common stock (“Stock Consideration”) and $4.5 million in cash payments (“Cash Consideration” and, together with the Stock Consideration, the “Consideration”), subject to the satisfaction or waiver of specified conditions;

and (ii), AQMS purchased 1,500 LINICO Series A Preferred shares, corresponding to 10.91% of LINICO’s issued and outstanding capital stock, in exchange for 375,000shares of AQMS.

The Company, AQMS, and LINICO additionally entered into warrant agreements in connection with the closing of the Stock Purchase Agreement, pursuant to which the Company has the right to purchase an additional 2,500 shares of LINICO Series A Preferred in exchange for $500,000, and AQMS has the right to purchase an additional 500 shares of LINICO Series A Preferred in exchange for $500,000.

In the event that the cash proceeds from the Consideration are less than $6,250,000, the Company agreed to provide LINICO with additional shares or cash to make up the shortfall.

However, if cash proceeds from the Consideration exceed $10,750,000, the excess must be returned to the Company, after the $4,500,000 differential above $6,250,000 is applied to exercise of the warrant of $2,500,000 and the additional deposit due under the AQMS Lease Agreement ($2,000,000) (see Note 2, Acquisitions and Investments, Note 15, Fair Value Measurements) .

Similarly, if the cash proceeds from the sale of 75% of the AQMS shares is less than $1,500,000, AQMS is obligated to provide LINICO with additional cash to make up the shortfall.

LINICO is obligated to hold the remaining 25% of AQMS shares for at least six months after the date of the Stock Purchase Agreement.

After such date, the gross proceeds in excess of $2,000,000 from the sale of all AQMS shares must be returned to AQMS.

On December 30, 2021, the Company entered into an agreement to acquire 3,129,081 LINICO common shares from its former chief executive officer and director.

The former chief executive officer resigned from LINICO as a member of its board of

directors and in all other capacities, effective as of such date.

In connection with the acquisition of such LINICO shares, the Company issued 3,500,000 common shares of the Company (“Comstock Shares”) to the former chief executive officer.

If and to the extent that the sale of the LODE Shares results in net proceeds greater than $7,258,162, then the former chief executive officer is required to pay all of such excess proceeds to the Company.

If and to the extent that the sale of the Comstock Shares results in net proceeds less than $7,258,162, then the Company is required to pay cash to the former chief executive officer equal to such shortfall.

The Company retained the right to purchase the Comstock Shares from the former chief executive officer for the purchase price of $7,258,162, less the amount of cash proceeds received by the former chief executive officer from any previous sale of the Comstock Shares by the former chief executive officer, at any time during or prior to his sale of the Comstock Shares.

At December 30, 2021, the remaining 10% of LINICO’s issued and outstanding equity was owned by Aqua Metals Inc.

A member of the Company’s board of directors, is the chief financial officer of AQMS.

Lease and Purchase Agreement for Battery Recycling Facility

On February 15, 2021, LINICO and Aqua Metals Reno Inc.

(the “Landlord”), a subsidiary of AQMS, entered into an industrial lease (the “AQMS Lease Agreement”), for the 136,750 square foot facility, land, and related improvements located at 2500 Peru Drive, McCarran, Nevada 89343 (the “Battery Recycling Facility”).

The AQMS Lease Agreement commences April 1, 2021 and expires on March 31, 2023.

During the lease term, LINICO has the option to purchase the land and facilities at a purchase price of $14,250,000 if the option is exercised and the sale is completed by October 1, 2022, and $15,250,000 if the option is exercised and the sale is completed after October 1, 2022 and prior to March 31, 2023.

The purchase option is subject to LINICO’s payment of a nonrefundable deposit of $1,250,000 by October 15, 2021, and a second nonrefundable deposit of $2,000,000 by November 22, 2022, both of which will be applied towards the purchase price.

The lease agreement is a triple-net lease pursuant to which LINICO will be responsible for all fixed costs, including maintenance, utilities, insurance, and property taxes.

The lease agreement provides for LINICO’s monthly lease payments starting at $68,000 per month and increasing to $100,640 in the last six months of the lease.

The lease agreement allows AQMS to retain the use of a portion of the facility for ongoing research and development activities, including operation of the lab and the use of office space.

FLUX Photon Corporation

On September 7, 2021, we purchased all of the intellectual property assets of PSI’s affiliate, FLUX Photon Corporation (“FPC”), in exchange for performance-based cash payments equal to 20% of our future consolidated Net Cash Flow (as defined in the related Asset Purchase Agreement) up to $18,000,000.

The acquired FPC intellectual property includes new approaches to carbon capture and utilization, atmospheric water harvesting, waste heat and energy recovery, industrial photosynthesis for mass scale decarbonization, and the sustainable production of very large agricultural outputs for fractional inputs.

On December 10, 2021, the Asset Purchase Agreement was amended to provide for the payment by the Company of a $350,000 down payment against the purchase price, corresponding to a future payment of $17,650,000 at December 31, 2021.

The down payment was made in December 2021 in which Kevin Kreisler, the Company’s President and Chief Financial Officer received $300,000 with the remaining $50,000 being paid to David Winsness, the Company’s Chief Technology Officer.

STRATEGIC AND OTHER INVESTMENTS SEGMENT

Transactions Involving Northern Comstock LLC

On October 20, 2010, the Company entered into an operating agreement (the “Operating Agreement”) to form Northern Comstock LLC (“Northern Comstock”) with John Winfield, the beneficial owner of 4.09% Comstock common shares, and an entity controlled by Mr.

Winfield, DWC Resources, Inc.

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John Winfield in Storey County, Nevada from the Sutro Tunnel Company (the “Sutro Property”) and Virginia City Ventures (the “VCV Property”).

On August 27, 2015, the Company announced the terms of this agreement were amended on August 27, 2015, and September 28, 2015 (the “Amendments”), with the other members of its Northern Comstock joint venture.

The Amendments resulted in reduced capital contribution obligations of the Company from $31.1 million down to $9.8 million.

The terms of the Amendments provide that the Company will make monthly cash capital contributions of $30,000 and annual capital contributions in the amount of $482,500 payable in stock or cash, at the Company's option, unless the Company has cash or cash equivalents in excess of $10.5 million on the date of such payments, whereupon the Company would then be required to pay in the form of cash or, in certain circumstances, shares of the Company’s common stock.

Pursuant to the terms of the Operating Agreement for Northern Comstock, DWC contributed the DWC Property to Northern Comstock and John Winfield contributed his rights under the Sutro and the VCV leases to Northern Comstock.

The Company contributed 862.5 shares of Series A-1 Preferred Stock in each annual period from 2020 to 2013, and contributes its services in the area of mine exploration, development and production to Northern Comstock.

The terms of the Operating Agreement provided that on each anniversary of the Operating Agreement, up to and including the thirty-ninth anniversary, the Company would make additional capital contributions in the amount of $862,500, in the form of Series A-1 Preferred Stock or cash (upon request of Northern Comstock, which request for cash can be denied by the Company in certain circumstances).

As a result of the Company’s 2020 charter amendments, all of the Company’s outstanding shares of preferred were automatically converted into shares of Common Stock.

On August 27, 2020, the Company signed an Amendment to the Operating Agreement with Northern Comstock.

The Amendment resulted in reduced capital contribution obligations of the Company from $31.1 million down to $9.8 million.

The Operating Agreement requires that the Company make monthly cash capital contributions of $30,000 to Northern Comstock and annual capital contributions in the amount of $482,500 payable in shares of the Company's common stock or cash, at the Company's option, unless the Company has cash and cash equivalents in excess of $10,500,000 on the date of such payments, whereupon the Company would then be required to pay $482,500 in cash.

The number of shares to be delivered is calculated by dividing the amount of the capital contribution by the volume-weighted average closing price of the Company’s common stock on its primary trading market for the previous 20 consecutive trading days prior to such capital contribution.

The Operating Agreement also provides for a one-time acceleration of $812,500 of the capital contributions payable when the Company receives net cash proceeds from sources other than operations that exceed $6,250,000.

The agreement also includes an ongoing acceleration of the Company’s capital contribution obligations equal to 3% of NSR generated by the properties subject to the Operating Agreement.

The agreement includes an ongoing acceleration of the Company’s capital contribution obligations equal to 3% of NSR generated by the properties subject to the Northern Comstock joint venture.

The Operating Agreement also provides that if the Company defaults in its obligation to make the scheduled capital contributions, then the remaining capital contribution obligations may be converted into the principal amount of a 6% per annum promissory note payable by the Company on the same schedule as the capital contributions, secured by a mortgage on the properties subject to the Northern Comstock joint venture.

The Operating Agreement requires that these capital contributions commence in October 2020, and end in September 2027, unless prepaid by the Company.

As of December 31, 2020, the capital contribution obligations of the Company total $5.6 million.

Stockholders' Agreement

On July 29, 2015, the Company entered into a Stockholders’ Agreement (the “Stockholders’ Agreement”), with Mr.

Winfield and entities affiliated with Mr.

Winfield, pursuant to which the Company is generally prohibited from incurring indebtedness in excess of $5.0 million, subject to certain limited exceptions.

The prohibition set forth in the Stockholders’ Agreement is substantially identical to the negative covenant previously contained in the documents governing the Company’s previously outstanding convertible preferred stock.

The Stockholders' Agreement expired on July 29, 2020.

Sierra Springs Opportunity Fund Inc.

and Sierra Springs Enterprises Inc.

At December 31, 2021, the capital contribution obligations of the Company total $5.6 million.

These capital contribution obligations are guaranteed and reimbursed by Tonogold.

For the years ended December 31, 2021 and 2020, we made cash and common stock payments for mineral rights under the Northern Comstock operating agreement of $1,535,000 and $772,500, respectively.

Cash payments for year ended December 31, 2021 included a one-time accelerated payment of $812,500 as a result of the net proceeds of $15.0 million we received on March 4, 2021 from the Equity Purchase Agreements.

Correspondingly, for the years ended December 31, 2021 and 2020, we received $638,307 and $2,545,278 in reimbursements, respectively from Tonogold in connection with the foregoing payments.

Transactions Involving Sierra Springs Opportunity Fund

During 2018, the U.S.

Treasury confirmed that all of Storey County, Nevada, and significant parts of Silver Springs, Nevada, had been certified as Qualified Opportunity Zones.

We are actively engaged in plans to enhance our mining and non-

mining assets and core competencies in these locations, to maximize the value of our platform, first by selling our non-mining assets.

SSOF was formed to capitalize on the extraordinary, explosive growth of high-tech industries in northern Nevada and its qualified zones and has already secured the rights to thousands of developable acres of land and more, including an agreement to purchase Comstock’s Silver Springs Properties, including water rights, all within the immediate proximity of the Tahoe Reno Industrial (TRI) Center and its over 100 businesses, including high-tech companies such as Google, Panasonic, Switch, Tesla, Walmart, Zulily and Blockchains LLC.

It is anticipated that the Company would passively own approximately 9% of SSOF upon issuance of 75.0 million authorized shares to investors.

The Company’s CEO and a diverse team of qualified financial, capital markets, real estate and operational professionals will govern, lead and manage the fund, its investments and operations.

Principal Accountant Fees and Services

Treasury confirmed that all of Storey County, Nevada, and significant parts of Silver Springs, Nevada, had been certified as Qualified Opportunity Zones, including 258 acres of land in Silver Springs, NV, owned by the Company.

Sierra Springs Opportunity Fund, Inc.

(“SSOF”), a qualified opportunity zone fund, and its wholly-owned qualified opportunity zone business, Sierra Springs Enterprises, Inc.

("SSE"), were formed in July 2019 to capitalize on the opportunity zone designation and the recent explosive growth of high-tech industries in northern Nevada, in part by acquiring rights to thousands of acres of developable land in the zone.

To that end, on September 26, 2019, SSE and the Company entered into an agreement (“Silver Springs Purchase Agreement”) to purchase Comstock’s Silver Springs Properties for $10,100,000, including strategic water rights (“Silver Springs Properties”), all within the immediate proximity of the Tahoe Reno Industrial (TRI) Center and its over 100 businesses, including high-tech companies such as Google, Panasonic, Switch, Tesla, Walmart, and LINICO.

SSOF’s initial capitalization consisted of $1,785,000 in cash paid in exchange for 35,700,000 common shares, including $335,000 from the Company in exchange for 6,700,000 common shares, corresponding to 18.77% of SSOF’s originally issued and outstanding capital stock, just under the 20% maximum equity interest that the Company was permitted to own under applicable tax rules which prohibit Qualified Opportunity Zone businesses from acquiring property from related parties.

The Company's CEO also personally invested $450,000 in exchange for 9,000,000 SSOF common shares.

SSOF subsequently completed an additional $10,200,401 in equity financing in exchange for an additional 20,024,597 common shares, including an additional 157,667 SSOF common shares that were purchased by two of the Company’s directors for $75,000 in cash proceeds.

As a result of the foregoing, at December 31, 2021, the Company and CEO owned 6,700,000 and 9,000,000 SSOF common shares, respectively, corresponding to 11.9% and 16.0% of SSOF’s fully-diluted issued and outstanding capital stock, respectively.

Comstock’s $335,000 investment in SSOF is recorded on the Company’s consolidated balance sheets at December 31, 2021 and 2020 as a non-current asset.

The investment is accounted for under the equity method at cost less impairment, because there is no ready market for the investment units.

Management identified no events or changes in circumstances that might have had a significant adverse effect on the carrying value of the investment.

Management concluded it was impractical to estimate fair value due to SSOF’s early stage of development and the absence of a public market for its stock.

The Company additionally provided SSOF with a total of $4,935,000 in advances (“SSOF Advances”), including $3,285,000 and $1,650,000 provided during the years ended December 31, 2021, and December 31, 2020, respectively, as well as $1,300,000 on January 3, 2022 that was fully repaid on January 26, 2022 (See Note 22, Subsequent Events ).

SSOF was required

to use the corresponding proceeds to pay deposits and other payments on land and other facilities related to investments in qualified businesses in the opportunity zone.

The SSOF Advances are non-interest-bearing and are expected to be repaid on or before the closing of the Company’s sale of the Silver Springs Properties to SSE.

SSOF has assigned all assignable rights, title and interest in SSOF’s property purchases until such time as the SSOF Advances are repaid.

SSOF is currently raising additional equity financing, including sufficient proceeds to fully pay the $4,935,000 in SSOF Advances and the $9,400,000 that SSE needs to close under its pending purchase agreement for Comstock’s Silver Springs Properties, after accounting for the release of $700,000 in previously paid deposits.

The Company expects that transaction to be completed during 2022, thereby providing the Company with $14,335,000 estimated cash proceeds.

The Company’s executive chairman and chief executive officer co-founded SSOF and SSE, and serves as the chief executive officer of SSOF and as an executive of SSE along with a diverse team of qualified financial, capital markets, real estate and operational professionals that together govern, lead and manage SSOF and SSE.

The Company's chief executive officer has not received compensation of any kind from either SSOF or SSE.

ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Audit and Finance Committee of the Board of Directors is composed of three independent directors and operates under a written charter adopted by the Board of Directors.

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The Audit and Finance Committee also reviews with management and the independent registered public accounting firm the results of the firm’s review of the unaudited financial statements that are included in our quarterly reports filed with the SEC on Form 10-Q.

Auditors Fees

INDEPENDENT AUDITOR FEES

The Company’s Audit and Finance Committee reviews the fees charged by our independent registered public accounting firm.

The Company’s independent registered public accounting firm for 2019 and until September 23, 2020 was Deloitte & Touche LLP.

Since that date, the Company’s independent registered public accounting firm has been Assure CPA.

The Company’s independent registered public accounting firm for the years ended 2021 and 2020 was Assure CPA.

For the years ended December 31, 2021 and 2020, the fees set forth below were incurred in connection with services provided by those firms.

2021 2021 2020 2020

Assure CPA, LLC Deloitte & Touche LLP Deloitte & Touche LLP

Assure CPA, LLC Deloitte & Touche LLP Assure CPA, LLC Deloitte & Touche LLP

Audit Fees $214,222 $0 $18,704 $80,069

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This category also includes fees for audits provided in connection with statutory filings, or services that generally only the independent registered public accounting firm reasonably can provide to a client, including implementation of new financial and accounting reporting standards and audit consents.

Audit Related Fees .

Audit related fees principally include fees for consultation on proposed transactions.

Tax fees include fees for professional services provided in preparing federal income tax returns and related amendments, researching supporting tax return amounts, claiming for refunds, assisting with tax audits, and other services directly affecting or supporting the computation and payment of income taxes, as may be required by the Internal Revenue Code and related regulations.

Other fees and expenses include fees for professional services not deemed to be audit, audit related or tax fees, including fees related to assistance with review of Forms S-3 and S-8 and related consents, and expenses associated with all fee categories.

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Our Audit and Finance Committee Chair and Audit and Finance Committee financial expert is William Nance.

AUDIT AND FINANCE COMMITTEE

Exhibits and Financial Statement Schedules.

(a) The following documents are filed as part of this Report:

(1) Financial statements filed as part of this Report:

ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following consolidated financial statements and notes are filed as part of this annual report on Form 10K:

Report of Independent Registered Public Accounting Firm

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Notes to Consolidated Financial Statements

(2) Exhibits filed as part of this Report:

FINANCIAL STATEMENT SCHEDULES

All schedules have been omitted because they are not applicable or the required information is included in the consolidated financial statements or notes thereto

The following are exhibits filed as part of the Company’s Form 10K for the year ended December 31, 2021:

Index to Exhibits

Number Exhibit

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(previously filed with the Securities and Exchange Commission on March 3, 2021 as exhibit 10.2 to the Company’s Form 8-K (file number 001-35200/film number 21705215 and incorporated herein by reference)

10.37 Common Stock Purchase Agreement, dated March 2, 2021 (previously filed with the Securities and Exchange Commission on March 3, 2021 as exhibit 10.1 to the Company’s Form 8-K (file number 001-35200/film number 21705215 and incorporated herein by reference)

10.38 Membership Interest Purchase Agreement, dated June 24, 2021, between Quantum Generative Materials LLC and Comstock Mining Inc.

(previously filed with the Securities and Exchange Commission on June 28, 2021 as exhibit 10.01 to the Company’s Form 8-K (file number 001-35200/film number 211053603) and incorporated herein by reference).

10.39 Limited Liability Company Operating Agreement of Quantum Generative Materials LLC, dated June 24, 2021 (previously filed with the Securities and Exchange Commission on June 28, 2021 as exhibit 10.02 to the Company’s Form 8-K (file number 001-35200/film number 211053603) and incorporated herein by reference).

10.40 Securities Exchange Agreement, dated September 7, 2021 between Comstock Mining Inc., Plain Sight Innovations Corporation, Triple Point Asset Management LLC and Global Catalytic Disruptor Fund LLC (previously filed with Securities and Exchange Commission on September 9, 2021 as exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 21143134), and incorporated herein by reference).

10.41 Asset Purchase Agreement, dated September 7, 2021 between Comstock Mining Inc., and Flux Photon Corporation (previously filed with Securities and Exchange Commission on September 9, 2021 as exhibit 10.2 to the Company's Form 8-K (file number 001-35200/film number 21143134), and incorporated herein by reference).

10.42 Securities Exchange Agreement, dated July 23, 2021 between Comstock Mining Inc.

and MANA Corporation (previously filed with Securities and Exchange Commission on July 29, 2021 as exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 211124379), and incorporated herein by reference).

10.43 LP Biosciences LLC Amended and Restated Operating Agreement, dated July 23, 2021 (previously filed with Securities and Exchange Commission on July 29, 2021 as exhibit 10.2 to the Company's Form 8-K (file number 001-35200/film number 211124379), and incorporated herein by reference).

10.44 Note Purchase Agreement, dated July 23, 2021 between Comstock Mining Inc.

and LP Biosciences LLC (previously filed with Securities and Exchange Commission on July 29, 2021 as exhibit 10.3 to the Company's Form 8-K (file number 001-35200/film number 211124379), and incorporated herein by reference).

10.45 Secured Promissory Note, dated July 23, 2021 between Comstock Mining Inc.

and LP Biosciences LLC (previously filed with Securities and Exchange Commission on July 29, 2021 as exhibit 10.4 to the Company's Form 8-K (file number 001-35200/film number 211124379), and incorporated herein by reference).

10.46 LPB Partnership Interest Purchase Agreement, dated July 23, 2021 between Comstock Mining Inc.

and LP Nutrition LLC (previously filed with Securities and Exchange Commission on July 29, 2021 as exhibit 10.5 to the Company's Form 8-K (file number 001-35200/film number 211124379), and incorporated herein by reference).

10.47 Amended and Restated Asset Purchase Agreement, dated December 10, 2021 between Comstock Mining Inc., and Flux Photon Corporation (previously filed with Securities and Exchange Commission on December 16, 2021 as exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 211495448 and incorporated herein by reference) .

10.48 Promissory Note, dated December 15, 2021 between Comstock Mining Inc.

(previously filed with Securities and Exchange Commission on December 21, 2021 as exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 211509781 and incorporated herein by reference).

21* Subsidiaries

23* Consent of Assure CPA, LLC

23.2* Consent of Deloitte & Touche LLP

24* Powers of Attorney (included on signature page)

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pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.

31.2* Certification of Principal Executive Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.

pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.

32* Certification pursuant to 18 U.S.C.

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# Management contract or compensatory plan.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

COMSTOCK MINING INC.

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CORRADO DE GASPERIS

Executive Chairman and Chief Executive Officer (Principal Executive, Financial, and Accounting Officer)

Executive Chairman

Chief Executive Officer

Principal Executive

Principal Accounting Officer

March 28, 2022

/s/ KEVIN KREISLER

KEVIN KREISLER

President and Chief Financial Officer

Principal Financial Officer

March 28, 2022

POWER OF ATTORNEY

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated

In accordance with the Exchange Act, this Report has been signed below by the following persons, on behalf of the Registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ CORRADO DE GASPERIS Executive Chairman and Chief Executive Officer (Principal Executive, Financial, and Accounting Officer) March 10, 2021

/s/ CORRADO DE GASPERIS Executive Chairman, Chief Executive Officer, Principal Executive Officer, Principal Accounting Officer March 28, 2022

CORRADO DE GASPERIS

/s/ WILLIAM J.

NANCE Director March 10, 2021

/s/ KEVIN KREISLER President, Chief Financial Officer, Principal Financial Officer March 28, 2022

KEVIN KREISLER

DROZDOFF Director March 28, 2022

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MERRILL Director March 28, 2022

/s/ WILLIAM J.

NANCE Director March 28, 2022

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures