What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2023-03-16 compared with 2022-03-28 · 828 added, 920 removed, 891 unchanged (66% of the section changed)

10 unchanged sentences

To the Board of Directors and Stockholders

Comstock Mining Inc.

Comstock Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Comstock Mining Inc.

(“the Company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations, of changes in stockholders’ equity and of cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying balance sheets of Comstock Inc.

(“the Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

9 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Business Combinations and Asset Acquisition– Refer to Notes 2 and 15 to the consolidated financial statements

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Impairment Assessments of Goodwill and Definite-lived Intangibles – Note 6 to the consolidated financial statements

Critical Audit Matter Description

The Company had various business combinations and an asset acquisition transaction in 2021.

The purchase price associated with these transactions was allocated to the assets acquired and liabilities assumed, in each case based on estimates of their respective fair values at the acquisition dates.

Assets acquired included developed technology intangible assets totaling approximately $18.3 million.

In addition, consideration paid in certain of the acquisitions included shares of the Company’s common stock that contained provisions restricting the holder’s ability to transfer or sell the shares for a period of time.

Such shares had an estimated fair value on the acquisition dates totaling approximately $31.0 million.

Fair values of the developed technologies and restricted shares were estimated by the Company with the assistance of its third-party specialists.

Management exercised significant judgment to select the valuation methods;

to select appropriate inputs and

and to develop assumptions used in the measurement of the fair value.

Certain assumptions were forward-looking and could be affected by future economic and market conditions.

We identified the assessment of the acquisition-date fair value of developed technologies and restricted stock as a critical audit matter.

The principal considerations for our determination included the use of the following:

(i) significant assumptions, (ii) significant unobservable inputs, and (iii) the use of valuation models.

Auditing these elements involved especially subjective auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of specialized skill or knowledge needed.

The revenue growth rates and the discount rate used to determine the fair value of the developed technologies were challenging to evaluate as there was limited observable market information and minor changes to those assumptions could have a significant effect on the acquisition-date fair value of the intangible asset.

The Company performs a goodwill impairment test at a reporting unit level on an annual basis on October 1 and whenever there are sufficient indicators that the carrying value of a reporting unit exceeds its fair value.

The Company has one reporting unit with goodwill, the Cellulosic Fuels reporting unit.

The Company performed a quantitative assessment on October 1, 2022 and

determined that it was more likely than not that goodwill was impaired.

The Company estimated the fair value of the Cellulosic Fuels reporting unit using discounted cash flow model analyses.

The carrying amount of the Cellulosic Fuels reporting unit exceeded its fair value and the Company recorded a full goodwill impairment charge of $12.8 million.

The Company also determined that factors existed indicating that definite-lived intangibles may be impaired.

The Company calculated an estimate of future cash flows associated with the asset groups that included the definite-lived intangible assets.

The future cash flows exceeded the asset groups’ carrying value resulting in no impairment adjustment.

The carrying value of definite-lived intangibles assets is $17.7 million at December 31, 2022.

We identified the impairment assessment of the Company’s goodwill and definite-lived intangibles as a critical audit matter because of the significant judgments made by management when developing cash flow projections and fair value measurements.

This led to a high degree of auditor judgment and an increased extent of effort when performing audit procedures and evaluating audit evidence obtained relating to management’s forecasts of future revenue and operating margin and determination of the discount rate used in the income approach for determining fair values.

How the Critical Audit Matter Was Addressed in the Audit

We performed to following to address the critical audit matter:

Obtained an understanding of management’s process related to the determination of the fair value of acquired intangible assets and restricted stock issued, including the related revenue growth rates and the discount rates.

With the assistance of third-party valuation specialists, we:

tested the completeness, accuracy and relevance of underlying data used in the analysis;

assessed the reasonableness of significant underlying assumptions which included:

(i) comparing to historical information and available market data and (ii) comparing prospective financial information to current industry trends;

Assessed the appropriateness of various valuation models utilized by management to determine the fair values of the assets acquired;

Performed sensitivity analyses around significant assumptions that affect projected cash flows.

The primary procedures we performed to address this critical audit matter included:

Evaluating the appropriateness of the method management used to estimate the fair value of the asset groups and reporting units.

Evaluating the reasonableness of:

significant underlying assumptions through performing analyses to evaluate the potential effect of changes in the significant assumptions.

projections for revenue and gross margins by evaluating whether these assumptions were consistent with management’s business plan and industry data.

discount rates and control premium by comparing to rates for companies in similar stages of development.

Testing the completeness, accuracy, relevance, and consistency of underlying data used and mathematical calculations contained in the cash flow projections and fair value calculations.

Assessing the competence, capabilities, and objectivity of the valuation specialist that management engaged to assist in the development of significant assumptions and to calculate the fair value.

We have served as the Company’s auditor since 2020.

/s/Assure CPA, LLC

1 unchanged sentence

March 16, 2023

We have served as the Company’s auditor since 2020.

COMSTOCK MINING INC.

COMSTOCK INC.

AND SUBSIDIARIES

4 unchanged sentences

Cash and cash equivalents $ 2,521,772 $ 5,912,188

Assets held for sale — 6,328,338

Investments in equity securities — 925,819

1 unchanged sentence

Derivative assets — 342,000

Assets held for sale 21,684,865 —

Deposits, current portion 809,583 347,454

4 unchanged sentences

Properties, plant and equipment, net 13,474,094 14,563,672

Deposits — 3,219,607

Reclamation bond deposit 2,727,815 2,695,944

Retirement obligation asset — 57,963

Notes receivable and advances, net 959,318 8,853,841

2 unchanged sentences

Finance lease - right of use asset, net 2,911,458 15,033,000

Deposits 3,219,607 —

Other assets 194,035 275,617

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Derivative liabilities 14,545,800 8,873,162

Lease liability, held for sale 12,021,566 —

Finance lease - right of use lease liability 409,143 13,043,499

Debt — 3,557,705

Debt, net - current portion 1,795,890 —

Total current liabilities 31,628,676 23,909,510

1 unchanged sentence

Reclamation liability 5,226,505 5,445,672

Debt, net 4,486,256 —

Finance lease - right of use lease liability, non-current portion 406,968 —

Debt, net - non-current portion 6,121,443 4,486,256

Other liabilities 306,708 142,672

1 unchanged sentence

Total liabilities 43,690,300 33,984,110

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES (Note 11)

Stockholders' Equity

Preferred Stock $ .000666 par value, 50,000,000 shares authorized, no shares outstanding

Common stock, $ .000666 par value, 158,000,000 shares authorized, 71,207,832 and 34,980,766 shares issued and outstanding at

Common stock $ .000666 par value, 245,000,000 shares authorized,

91,442,018 and 71,207,832 shares issued and outstanding at

December 31, 2022 and 2021, respectively

60,660 47,065

Treasury stock ( 3,870,000 ) —

Treasury stock 2,605,323 and 3,000,000 shares, at cost, at December 31, 2022 and 2021, respectively

( 3,360,867 ) ( 3,870,000 )

Additional paid-in capital 348,390,556 338,936,145

Accumulated deficit ( 291,491,432 ) ( 245,542,688 )

Total equity 89,570,522 31,779,206

Non-controlling interest 3,400,000 —

Total stockholders' equity - Comstock Mining Inc.

Total equity - Comstock Inc.

53,598,917 89,570,522

Non-controlling interest 2,764,542 3,400,000

Total stockholders' equity 56,363,459 92,970,522

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 100,053,759 $ 126,954,632

The accompanying notes to the Consolidated Financial Statements are an integral part of these statements .

COMSTOCK MINING INC.

COMSTOCK INC.

AND SUBSIDIARIES

9 unchanged sentences

Depreciation and amortization 3,328,570 1,034,486

Gain on sale of Daney Ranch ( 1,055,623 ) —

Total operating expenses 19,539,432 6,996,004

2 unchanged sentences

Gain (loss) on investments 7,310 ( 2,244,951 )

Gain on sale of membership interests in Comstock Mining, LLC — 18,275,846

Change in estimated fair value of contingent forward asset — 765,880

Interest expense ( 1,651,435 ) ( 168,881 )

1 unchanged sentence

Change in fair value of derivative instruments ( 7,727,638 ) ( 13,155,946 )

Impairment of goodwill and intangible assets ( 6,394,610 ) —

Impairment of intangibles ( 338,035 ) ( 230,764 )

Impairment of investment, net recovery ( 2,204,715 ) —

Impairment of goodwill ( 12,788,671 ) ( 6,163,846 )

Other income (expense) ( 3,061,401 ) ( 2,979,363 )

Total other income (expense), net ( 27,376,977 ) ( 23,925,804 )

Net income (loss) before deferred income tax benefit ( 30,331,725 ) 14,931,970

Net loss before deferred income tax benefit ( 46,738,259 ) ( 30,331,725 )

Deferred income tax benefit — 5,748,105

Net income (loss) $ ( 24,583,620 ) $ 14,931,970

Weighted average common shares outstanding, basic 50,417,979 30,526,895

Weighted average common shares outstanding, diluted 50,417,979 30,561,168

Earnings per Share - Basic:

Net income (loss) per share - basic $ ( 0.49 ) $ 0.49

Earnings per Share - Diluted:

Net income (loss) per share - diluted $ ( 0.49 ) $ 0.49

Net loss ( 46,738,259 ) ( 24,583,620 )

Net loss attributable to noncontrolling interest 789,515 —

Net loss attributable to Comstock Inc.

$ ( 45,948,744 ) $ ( 24,583,620 )

Weighted average common shares outstanding, basic and diluted 74,458,028 50,417,979

Earnings per Share - Basic and Diluted:

Net loss per share - basic and diluted $ ( 0.62 ) $ ( 0.49 )

The accompanying notes to the Consolidated Financial Statements are an integral part of these statements .

COMSTOCK MINING INC.

COMSTOCK INC.

AND SUBSIDIARIES

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FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

Preferred Stock Common Stock Additional Accumulated Treasury Stock Non-Controlling

Shares Amount Shares Amount Paid in Capital Deficit Amount Interest Total

BALANCE - December 31, 2019 — $ — 27,236,489 $ 18,139 $ 259,095,152 $ ( 235,890,272 ) — $ 269,541 $ 23,492,560

Issuance of common stock for cash 5,747,608 3,828 4,193,794 4,197,622

Non-cash issuance of common stock 173,611 116 124,884 125,000

Common stock issuance costs ( 255,070 ) ( 255,070 )

Initial value of contingent forward 1,232,952 1,232,952

Sale of membership interests in Comstock Mining LLC 7,237,184 44,313 7,281,497

Deposit for investment in Mercury Clean Up, LLC 625,000 416 314,271 314,687

Director compensation 315,000 210 176,190 176,400

Investment in Pelen LLC 585,000 585,000

Employee and director share-based compensation 27,849 27,849

Payment to Northern Comstock LLC for mineral rights 343,058 228 482,272 482,500

Deconsolidation of Comstock Mining LLC ( 20,499,141 ) ( 766 ) ( 313,854 ) ( 20,813,761 )

Director restricted stock grants 540,000 —

Net income 14,931,970 14,931,970

Common Stock Additional Accumulated Treasury Stock Non-Controlling

Shares Amount Paid in Capital Deficit Amount Interest Total

BALANCE - December 31, 2020 34,980,766 $ 22,937 $ 252,715,337 $ ( 220,959,068 ) $ — $ — $ 31,779,206

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BALANCE - December 31, 2021 71,207,832 $ 47,065 $ 338,936,145 $ ( 245,542,688 ) $ ( 3,870,000 ) $ 3,400,000 $ 92,970,522

Issuance of common stock 20,666,674 13,765 10,772,415 — — — 10,786,180

Issuance of common stock for stock issuance costs 829,597 553 839,447 — — — 840,000

Common stock issuance costs — — ( 1,138,000 ) — — — ( 1,138,000 )

Common stock issued with note payable 605,620 403 249,597 — — — 250,000

Common stock received and cancelled in connection with employee termination ( 720,000 ) ( 480 ) 480 — — — —

Capital contribution to LINICO by Aqua Metals — — 176,695 — — 323,305 500,000

Common stock received and cancelled in the rescission of the LPB transaction ( 3,500,000 ) ( 2,331 ) ( 5,107,669 ) — — — ( 5,110,000 )

Employee and director share-based compensation — 120 481,877 — — — 481,997

Repurchase of employee stock options — — ( 12,195 ) — — — ( 12,195 )

Exercise of employee stock options 50,000 33 27,967 — — — 28,000

Issuance of common stock for Haywood lease 1,500,000 999 2,294,001 — — — 2,295,000

Warrants issued with note amendment — — 18,975 — — — 18,975

Payment to Northern Comstock LLC for mineral rights 802,295 533 481,967 — — — 482,500

Sales of treasury stock ( 394,677 common shares)

— — ( 269,056 ) — 509,133 — 240,077

GHF warrant valuation — — 637,910 — — — 637,910

LINICO dividends earned by AQMS not distributed — — — — — ( 169,248 ) ( 169,248 )

Net loss — — ( 45,948,744 ) ( 789,515 ) ( 46,738,259 )

BALANCE - December 31, 2022 91,442,018 $ 60,660 $ 348,390,556 $ ( 291,491,432 ) $ ( 3,360,867 ) $ 2,764,542 $ 56,363,459

The accompanying notes to the Consolidated Financial Statements are an integral part of these statements .

COMSTOCK MINING INC.

COMSTOCK INC.

AND SUBSIDIARIES

3 unchanged sentences

CASH FLOW FROM OPERATING ACTIVITIES

Net income (loss) $ ( 24,583,620 ) $ 14,931,970

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Depreciation, amortization and depletion 522,728 1,217,217

Net loss $ ( 46,738,259 ) $ ( 24,583,620 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation 617,809 522,728

Amortization of finance leases 539,115 —

Amortization of discount associated with finance leases 829,924 —

Amortization of intangibles 2,171,646 569,721

2 unchanged sentences

note receivable ( 48,321 ) ( 107,238 )

Gain on sale of mineral rights and properties — ( 152,000 )

Amortization of debt discount and other debt-related items 492,962 ( 38,656 )

Employee and director share based compensation 481,997 463,986

Change in fair value of derivatives 13,155,946 ( 526,788 )

Gain on sale of membership interest in Comstock Mining LLC — ( 18,275,846 )

Gain (loss) on investments in securities 2,244,951 ( 3,152,702 )

Loss from equity method investments 2,049,070 2,131

Impairment of goodwill and intangible assets 6,394,610 —

Change in fair value of derivative instruments 7,727,638 13,155,946

Gain on sale of Daney Ranch ( 1,055,623 ) —

Loss on sale of equity securities 86,207 2,244,951

Gain on change in fair value of equity securities ( 93,517 ) —

Share of net loss (income) of equity-method investments 1,133,633 2,049,070

Impairment of goodwill 12,788,671 6,163,846

Write off of construction in process and deposits 1,586,481 —

Impairment of MCU-P note receivable 1,628,935 —

Loss on writeoff of investments in MCU and MCU-P 2,455,332 —

Impairment of Flux Photon intangibles 338,035 —

Loss on expiration of mineral property option 150,000 —

Writeoff of Tonogold reimbursement receivables 1,283,302 —

Write off LPB note receivable and deposit — 576,258

Writedown of uncollectible receivable 300,000 —

Change in fair value of Tonogold Resources, Inc.

convertible preferred shares — 2,544,000

Non-cash Tonogold reimbursements and fees ( 2,175,000 ) —

Change in fair value of Tonogold Resources, Inc.

note receivable 605,000 418,500

Change in fair value of contingent forward asset — ( 765,880 )

Gain on final settlement of accounts payable — ( 144,473 )

Impairment of LPB investment 54,587 230,764

Writedown of uncollectible receivable — 300,000

Non-cash Tonogold reimbursements and fees — ( 2,175,000 )

Deferred tax benefit — ( 5,748,105 )

Other ( 31,871 ) —

Changes in operating assets and liabilities:

Prepaid expenses 37,063 ( 717,822 )

Deposits 479,881 —

Deposits - assets 133,454 479,881

Other assets 81,582 ( 85,817 )

1 unchanged sentence

Accrued expenses, other liabilities and deposits 620,504 104,456

Net cash used by operating activities ( 7,492,402 ) ( 3,764,575 )

Deposits - liability 2,420 —

Other liabilities 154,438 —

Net cash used in operating activities ( 12,105,169 ) ( 7,492,402 )

CASH FLOW FROM INVESTING ACTIVITIES:

Investments in LINICO Corporation ( 6,025,034 ) —

Investment in Quantum Generative Materials LLC ( 4,250,000 ) —

Investment in Plain Sight Innovations LLC ( 1,875,503 ) —

Investment in Mercury Clean Up, LLC ( 820,000 ) ( 413,093 )

Investment in MCU Philippines, Inc.

Payment of commitment for investment in Quantum Generative Materials LLC ( 750,000 ) ( 4,250,000 )

12/31/22 12/31/21

Investment in Pelen LLC — ( 17,500 )

Acquisition-related costs ( 224,948 ) —

Payments to LP Biosciences LLC ( 576,258 ) —

Payments on Pelen LLC option and obligations ( 100,000 ) ( 297,943 )

Investment in LINICO Corporation — ( 6,025,034 )

Payments on contractual commitments associated with derivatives ( 2,825,000 ) —

Investment in Comstock Innovations Corporation (formerly Plain Sight Innovations) — ( 1,875,503 )

Acquisition of intangible ( 500,000 ) —

Cash acquired from acquisitions — 219,217

Proceeds from Mercury Clean Up, LLC derivative asset settlement — 762,377

Proceeds from Tonogold option agreement 750,000 —

Proceeds from sale of equity securities 933,129 798,313

Proceeds from sale of Daney Ranch 1,500,000 —

Advances to Solid Carbon Products — ( 300,000 )

Advance on Flux Photon Corporation asset acquisition — ( 350,000 )

Advances to LP Biosciences LLC — ( 576,258 )

Advances to Sierra Springs Opportunity Fund, Inc.

( 55,000 ) ( 3,285,000 )

12/31/21 12/31/20

Advances to Solid Carbon Products ( 300,000 ) —

Purchase of mineral rights and properties, plant and equipment ( 78,467 ) ( 130,750 )

Proceeds from principal payment on note receivable 9,058 2,795

Proceeds from sale of mineral rights and properties, plant and equipment — 100,000

Proceeds from Tonogold Resources, Inc.

related to Comstock Mining LLC — 240,000

Proceeds from sale of Tonogold Resources, Inc.

common shares 798,313 2,944,929

Proceeds from redemption of Tonogold Resources, Inc.

convertible preferred shares — 2,616,000

Proceeds from Mercury Clean Up, LLC derivative asset settlement 762,377 —

Payments received on Tonogold Resources, Inc.

note receivable — 900,000

Deposits received on the sale of properties to Sierra Springs Opportunity Fund, Inc.

Down payment for Flux Photon Corporation asset acquisition ( 350,000 ) —

Cash acquired in acquisitions 219,217 —

Change in reclamation bond deposit ( 240 ) ( 6,742 )

Net cash provided by (used) in investing activities ( 16,097,485 ) 3,207,696

Investment in MCU — ( 820,000 )

Legal fees on investments — ( 224,948 )

Payments on Haywood land lease and acquisition ( 50,000 ) —

Acquisition of property, plant and equipment ( 1,014,070 ) ( 78,467 )

Additions to construction in progress ( 1,625,972 ) —

Payment for option to purchase additional membership interests in Pelen LLC ( 100,000 ) ( 100,000 )

Other 4,964 7,818

Net cash used in investing activities ( 3,731,949 ) ( 16,097,485 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Principal payments on debt ( 710,000 ) ( 3,568,214 )

Proceeds from issuance of promissory notes payable 4,550,000 5,470,000

Proceeds from the issuance of common stock 10,786,180 27,399,999

Proceeds from sale of treasury stock 240,077 —

Issuances of debt 4,975,000 4,550,000

Payments on finance leases ( 3,062,360 ) —

Capital contributed to LINICO from AQMS 500,000 —

Common stock issuance costs ( 298,000 ) ( 1,064,498 )

Proceeds from exercise of options 28,000 —

Repurchase of employee stock options ( 12,195 ) ( 247,156 )

Net cash provided by financing activities 12,446,702 27,070,131

Net increase in cash 3,480,244 1,416,087

Cash at beginning of year 2,431,944 1,015,857

Cash at end of year $ 5,912,188 $ 2,431,944

Net increase (decrease) in cash and cash equivalents ( 3,390,416 ) 3,480,244

Cash and cash equivalents at beginning of year 5,912,188 2,431,944

Cash and cash equivalents at end of year $ 2,521,772 $ 5,912,188

SUPPLEMENTAL CASH FLOW INFORMATION:

6 unchanged sentences

MANA Corporation — 6,528,453

LINICO — 7,255,831

Plain Sight Innovations Corporation — 14,952,806

LINICO Corporation 7,255,831 —

Haywood land lease and acquisition 2,050,000 —

Issuance of common shares for investments:

6 unchanged sentences

LP Biosciences LLC — 6,642,000

Haywood land lease and acquisition 245,000 —

Common stock received in the rescission of the LPB transaction 5,110,000 —

Increase in Tonogold note receivable in exchange for non-cash reimbursements — 1,812,500

Issuance of common shares for Northern Comstock LLC mineral rights payments 482,500 482,500

Issuance of common shares issued with note payable 250,000 —

Issuance of common shares for stock issuance costs 840,000 500,002

Warrants issued in connection with debt 656,885 —

Tonogold note receivable exchanged for option 6,650,000 —

Note receivable issued in sale of Daney Ranch property 941,091 —

Additions of finance leases obligations 839,439 —

Increase in finance lease asset and liability due to modification of lease terms 1,187,174 —

AQMS lease and other assets and liability reclassed to held for sale 21,684,865 —

Asset held for sale transferred to property, plant and equipment — 6,328,338

Conversion of Tonogold convertible preferred stock to Tonogold common stock — 3,920,000

Issuance of common shares for Mercury Clean Up, LLC make whole liability — 314,687

Investment in Pelen LLC — 585,000

The accompanying notes to the Consolidated Financial Statements are an integral part of these statements .

COMSTOCK MINING INC.

COMSTOCK INC.

AND SUBSIDIARIES

2 unchanged sentences

REFERENCES TO THE COMPANY

Unless context otherwise indicates, the terms we , us , our , Comstock , or the Company mean Comstock Mining Inc., and its subsidiaries on a consolidated basis.

Unless context otherwise indicates, the terms we , us , our , Comstock , or the Company mean Comstock Inc., and its subsidiaries on a consolidated basis.

DESCRIPTION OF THE BUSINESS

Comstock innovates technologies that contribute to global decarbonization and circularity by efficiently converting massive supplies of under-utilized natural resources into renewable fuels and electrification products that contribute to balancing global uses and emissions of carbon .

We intend to use our technologies to build, own, and operate a fleet of advanced carbon neutral extraction and refining facilities, to sell of complimentary process solutions and related services, and to provide license rights to qualified strategic partners.

Our strategic plan is based on innovating and using our technologies and the renewable energy products that they enable to reduce reliance on long cycle fossil fuels, to shift to and maximize throughput of short cycle fuels, and to lead and support the adoption and growth of a highly profitable, balanced worldwide short cycle ecosystem that continuously offsets, recycles, and contributes to neutralizing global carbon emissions by rapidly growing and replenishing vast quantities of feedstock for renewable circular fuels.

We also make strategic and other investments that contribute to our mission of enabling systemic decarbonization and help to realize our vision of a net zero carbon world..

Comstock historically focused on natural resource exploration, development, and production, with an emphasis on mining gold and silver resources from its extensive contiguous property holdings in the historic Comstock and Silver City mining districts in Nevada (collectively, the “Comstock Estate”).

Between 2012 and 2021, we mined and processed about 2.6 million tons of mineralized material from the Comstock Mineral Estate, producing 59,515 ounces of gold and 735,252 ounces of silver.

Comstock innovates technologies that enable systemic decarbonization and circularity by efficiently converting under-utilized waste and renewable natural resources into fuels and electrification products that contribute to balancing global uses and emissions of carbon and enhance mineral and material discoveries.

Comstock plans on achieving financial, natural, and social gains by developing, enabling, and deploying a network of advanced carbon neutral extraction and refining facilities, commercializing complimentary process solutions and related services, and licensing selected technologies to strategic partners.

Our strategic plan is based on innovating and using our technologies and the renewable energy that they enable to reduce reliance on long cycle fossil fuels, to shift to, deploy and maximize throughput of short cycle fuels, and to lead and support the adoption and growth of a profitable, balanced worldwide short cycle ecosystem that continuously offsets, recycles, and contributes to neutralizing global carbon emissions by rapidly growing and replenishing vast quantities of feedstock for renewable circular fuels.

We also make strategic and other investments, like our investment in Quantum Generative Materials LLC (“GenMat”) that contribute to our mission of enabling systemic decarbonization and help to realize our vision of a net zero carbon world.

During 2021 and 2022, we completed a series of transactions that were designed to build on our competencies and position us to address and capitalize on the global transition to clean energy.

Those transactions primarily included (i) our sale of Comstock Mining LLC, the owner of our Lucerne resource area in Storey County, Nevada, and related permits, (ii) our acquisitions of 100 % of Comstock Innovations Corporation (F/K/A Plain Sight Innovations Corporation), 100 % of Comstock Engineering Corporation (F/K/A Renewable Process Solutions, Inc.), 100 % of MANA Corporation, and 90 % of LINICO Corporation, (iii) our acquisition of intellectual property assets from FLUX Photon Corporation, and (iv) our purchase of 48.19 % of Quantum Generative Materials LLC, 25 % of Mercury Clean Up LLC, 50 % of MCU Philippines, Inc.

and 25 % of Pelen Limited Liability Company.

Collectively, these transactions added the management, employees, facilities, intellectual properties, and other assets we needed to restructure and transform our Company and business into an emerging leader in the innovation and sustainable production of renewable energy products, including cellulosic fuels and electrification metals.

Those transactions primarily included our acquisitions of 100 % of Comstock Innovations Corporation, 100 % of Comstock Engineering Corporation, 88.21 % of LINICO Corporation and our acquisition of 48.19 % GenMat, and our acquisition of the intellectual property portfolio from FLUX Photon Corporation.

Collectively, these transactions added the management, employees, facilities, intellectual properties, and other assets we needed to restructure our Company and business into an emerging leader in the innovation and sustainable production of renewable energy, including cellulosic fuels and electrification metals.

Additional information on these transactions is provided in Note 2, Acquisitions and Investments .

Comstock historically focused on natural resource exploration, development, and production, with an emphasis on developing and mining gold and silver resources from its extensive contiguous property holdings in the historic Comstock District in Nevada.

We are currently focused, in conjunction with our investee GenMat, on developing technologies that enhance the efficacy and efficiency of mineral exploration and development activities, including advanced data collection capabilities, sensing and artificially intelligent interpretive and predictive technologies, while leveraging our extensive database of historical and current geologic data, for breakthrough mineral discovery.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements herein are prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and include the accounts of Comstock Mining Inc.

The Consolidated Financial Statements herein are prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and include the accounts of Comstock Inc.

and its wholly-owned subsidiaries which include the following:

• Comstock Innovations Corporation (formerly Plain Sight Innovations Corporation) ("Comstock Innovations") since its acquisition in September 2021;

• Comstock Innovations Corporation since its acquisition in September 2021;

• Comstock Fuels Corporation ("Comstock Fuels");

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• Comstock IP Holdings LLC (formerly Plain Sight Innovations LLC) (“Comstock IP Holdings”), since its acquisition in September 2021;

• Comstock Royalty Holdings LLC (“CRH”);

• Comstock Exploration and Development LLC (“CED”);

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• Comstock Processing LLC (“CP”);

• Comstock Royalty Holding LLC ("CRH");

• Comstock Real Estate, Inc.

• Comstock Industrial LLC (“CI”);

• Downtown Silver Springs LLC (“DTSS”);

• Comstock Industrial LLC (“CI”);and

• MCU Philippines, Inc, since June 18, 2022 and

• MANA Corporation, since its acquisition in July 2021.

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SEGMENT INFORMATION

We evaluate a reporting unit by first identifying its operating segments.

The chief operating decision maker ("CODM") over the segments is the Executive Management Committee.

We then evaluate each operating segment to determine if it includes one or more components that constitute a business.

If there are components within an operating segment that meet the definition of a business, we evaluate those components to determine if they must be aggregated into one or more reporting units.

We evaluate each operating segment to determine if it includes one or more components that constitute a business.

If there are components within an operating segment that meet the definition of a business, we evaluate those components to determine if they must be aggregated into one or more operating segments.

If applicable, when determining if it is appropriate to aggregate different operating segments, we determine if the segments are economically similar and, if so, the operating segments are aggregated.

We have the following two segments and reporting units:

production and sale of renewable energy products and strategic and other investments.

While sales for our renewable energy products segment have just commenced with certain engineering services sales, we organize and operate each segment as a distinct business.

Our renewable energy products segment will sell biomass-derived carbon neutral oil, ethanol, gasoline, renewable diesel, jet fuel, marine fuel, and other renewable replacements for long cycle fossil derivatives, intermediates and precursors thereto, and derivatives thereof;

lithium, graphite, nickel, cobalt, copper, aluminum, and other metals, as well as derivative electrification products extracted from lithium ion batteries and other residues produced throughout the electrification supply chain;

The chief operating decision maker ("CODM") over the segments is the Executive Management Committee.

We have the following three reporting segments:

renewable energy, metals and mining, and strategic and corporate investments.

We organize and operate each segment as a distinct line of business.

Our renewable energy segment consists of technology and engineering services sales, licenses, royalties, demonstration plants and equipment, and research and development expenses.

Our renewable energy segment will sell systems capable of producing biomass-derived carbon neutral ethanol, oil, gasoline, renewable diesel, sustainable aviation fuel, marine fuel, and other renewable replacements for long cycle fossil derivatives, intermediates and precursors thereto, and derivatives thereof;

lithium, graphite, nickel, cobalt, copper, aluminum, and other metals, and systems capable of producing derivative electrification products extracted from lithium ion batteries;

an array of design, engineering, fabrication, procurement, and construction solutions;

and, rights to selected technologies to qualified, third-party licensees in exchange for license and royalty fees.

Our strategic and other investments segment includes all other activities, including real estate, mining and our equity method investments, which will generate gains based on the extent to which we are successful in selling or otherwise monetizing invested assets for amounts which exceed our cost basis.

Each segment will likewise have a distinct cost structure with dedicated management personnel with reporting responsibility to the Company’s senior management team.

and, in all instances, the rights to selected technologies to qualified, third-party licensees in exchange for license and royalty fees.

Our mining segment consists of mining, mine development, metal processing, and environmental and reclamation operations, related mineral properties, water rights, properties, plant and equipment, our minority investment in Pelen, and administrative expenses.

Our mining segment will sell strategic metals, lease mineral properties, data, and analytics to qualified, third-party licensees in exchange for license and royalty fees.

Our strategic and other investments segment includes all other activities, including investments in non-mining real estate and our equity method investments, which will generate gains based on the extent to which we are successful in selling or otherwise monetizing invested assets for amounts which exceed our cost basis.

Each segment has a distinct cost structure with dedicated management personnel with reporting responsibility to the Company’s senior management team.

The Company accumulates discrete financial information for each segment, for review as distinct operating segments, using financial and other information rendered meaningful only by the fact that such information is presented and reviewed on a segment specific basis.

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With respect to business combinations, the Company (a) recognizes and measures the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree;

(b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase;

(b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain

and, (c) discloses the nature and financial effects of the business combination.

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As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets, including intangible assets acquired and liabilities assumed with corresponding offsets to goodwill.

Upon the conclusion of the measurement period or final determination of the values of

assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations.

Upon the conclusion of the measurement period or final determination of the values of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations.

Deferred tax liabilities (“DTLs”) created in business combinations for the difference between the historical carryover basis of assets for tax purposes and the stepped-up fair value basis for book purposes are recognized as an increase to goodwill.

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(“SSOF”), that the Company has determined to be VIEs.

The Company has also determined that the Company does not have a controlling interest in any of these companies, as the Company does not meet the definition of primary beneficiary cited above.

The Company has also determined that the Company does not have a controlling interest in either of these companies, as the Company does not meet the definition of primary beneficiary cited above.

Accordingly, the accounts of these companies are not included in our Consolidated Financial Statements.

The Company has an investment in Sierra Springs Opportunity Fund, Inc.

(“SSOF”), of which the Company's CEO is an executive (see Note 2, Acquisitions and Investments ).

Management concluded that SSOF is a VIE of the Company because the Company has both operational and equity risk related to SSOF, and SSOF currently has insufficient equity at risk.

Management also concluded that the Company is not the primary beneficiary of SSOF because no one individual or entity has unilateral control over significant decisions and decisions require the consent of all investors.

As the Company is not the primary beneficiary, SSOF is not consolidated.

At December 31, 2021 and December 31, 2020, the Company’s investment in SSOF is presented on the consolidated balance sheets as a non-current investment.

At December 31, 2021, the Company’s maximum exposure to loss as a result of its involvement with SSOF is limited to its investment of $ 335,000 and the advances of $ 4,935,000 .

LIQUIDITY AND CAPITAL RESOURCES

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The Company has had recurring net losses from operations and had an accumulated deficit of $ 291.5 million at December 31, 2022.

For the year ended December 31, 2021, the Company recognized a net loss of $ 24.6 million and cash and cash equivalents increased by $ 3.5 million from $ 2.4 million at December 31, 2020 to $ 5.9 million at December 31, 2021.

The Company intends to fund our operations over the next twelve months from (i) existing cash and cash equivalents, (ii) sales of engineering services and technology licenses (iii) the repayment of advances from SSOF, (iv) planned sales of Tonogold Resources, Inc.

("Tonogold") common shares and other Tonogold reimbursements and (v) sales of equity securities.

For the year ended December 31, 2022, the Company recognized a net loss of $ 46.7 million and cash and cash equivalents decreased by $ 3.4 million from $ 5.9 million at December 31, 2021 to $ 2.5 million at December 31, 2022.

Based on these expected funding sources, management believes the Company will have sufficient funds to sustain our operations and meet our commitments under our investment agreements during the 12 months following the date of issuance of the Consolidated Financial Statements included herein.

While the Company has been successful in the past in obtaining the necessary capital to support our operations, including registered equity financings from our existing shelf registration statement, borrowings and other means, there is no assurance the Company will be able to obtain additional equity capital or other financing, if needed.

Risks to our liquidity include future operating expenditures above management’s expectations, including but not limited to exploration, pre-development, research and development, selling, general and administrative, and investment related expenditures in excess of planned proceeds from the sale of Tonogold securities, repayment of advances to SSOF, the sale of the Silver Springs Properties, and amounts to be raised from the issuance of equity under our existing shelf registration statement.

Declines in the market value of properties held for sale, or declines in the share price of our common stock would also adversely affect our results of operations, financial condition and cash flows.

Risks to our liquidity include future operating expenditures above management’s expectations, including but not limited to exploration, pre-development, research and development, selling, general and administrative, investment related expenditures which could be offset by the repayment of advances to SSOF, the sale of the Silver Springs Properties, proceeds from the sale of the LINICO facility and related equipment and amounts to be raised from the issuance of equity under our existing shelf registration statement.

Declines in the share price of our common stock would also adversely affect our results of operations, financial condition and cash flows.

If the Company is unable to obtain any necessary additional funds, this could have an immediate material adverse effect on liquidity and raise substantial doubt about our ability to continue as a going concern.

In such case, the Company could be

required to limit or discontinue certain business plans, activities or operations, reduce or delay certain capital expenditures or investments, or sell certain assets or businesses.

In such case, the Company could be required to limit or discontinue certain business plans, activities or operations, reduce or delay certain capital expenditures or investments,

or sell certain assets or businesses.

There can be no assurance that the Company would be able to take any such actions on favorable terms, in a timely manner, or at all.

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• impairment of equity investments;

• notes receivable accounted for at fair value or amortized cost;

• discount rates on non-interest bearing notes receivable;

• discount rates on non-interest bearing notes receivable and lease liabilities;

• derivative assets and liabilities;

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• stock-based compensation;

• estimates for executive bonuses;

• restricted stock.

CASH, CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include bank deposits and highly liquid investments purchased with maturities of three months or less.

Cash deposits with banks may exceed Federal Deposit Insurance Corporation insured limits.

At December 31, 2021, the Company held $ 500,000 in an escrow account related to our investment in LPB and classified as restricted cash.

This amount was written off at year-end (see Note 2, Acquisitions and Investments , and Note 22, Subsequent Events ).

RECEIVABLES AND CREDIT CONCENTRATION

Accounts receivable are uncollateralized, non-interest-bearing customer obligations due under normal trade terms requiring payment within 30 days from the invoice date.

Accounts receivable are stated at the amount billed to the customer.

Accounts receivables are uncollateralized, non-interest-bearing customer obligations due under normal trade terms requiring payment within 30 days from the invoice date.

Accounts receivables are stated at the amount billed to the customer.

Accounts receivable in excess of 90 days old are evaluated for delinquency.

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Management reviews valuation allowances on a quarterly basis.

NOTES RECEIVABLE

Notes receivable are collateralized, interest-bearing obligations and are classified as held for investment when we have the intent and ability to hold the note to maturity.

At issuance, notes receivable are recorded at an amount that reasonably approximates their fair value, which is based on the present value of future cash flows discounted at the prevailing interest rate.

Any difference between the face amount and fair value is recognized as a discount or premium and accounted for as an element of interest over the life of the note.

When interest accrued under the interest method exceeds interest at the stated rate, the amount of periodic amortization recognized is limited to the amount at which the borrower could settle the obligation.

Notes receivable held for investment are subsequently measured on an amortized cost basis.

Investments in Debt and Equity Securities

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Upon sale of a debt security, the realized gain or loss is recognized in current earnings.

At the end of each reporting period, the Company considers whether impairment indicators exist to evaluate if a debt investment security or loan is impaired and, if so, record an impairment loss (see Note 2, Acquisitions and Investments , and Note 15, Fair Value Measurements ).

At the end of each reporting period, the Company considers whether impairment indicators exist to evaluate if a debt investment security or loan is impaired and, if so, record an impairment loss.

Investments in equity securities are generally measured at fair value.

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If an equity security does not have a readily determinable fair value, the Company may elect to measure the security at its cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment in the same issuer.

At the end of each reporting period, the Company reassesses whether an equity investment security without a readily determinable fair value

qualifies to be measured at cost less impairment, consider whether impairment indicators exist to evaluate if an equity investment security is impaired and, if so, record an impairment loss.

At the end of each reporting period, the Company reassesses whether an equity investment security without a readily determinable fair value qualifies to be measured at cost less impairment, consider whether impairment indicators exist to evaluate if an equity investment security is impaired and, if so, record an impairment loss (see Note 2, Acquisitions and Investments , and Note 13, Fair Value Measurements ).

Investments in Joint Ventures and Other Companies

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Investments are accounted for on a one-quarter lag.

As changes in ownership percentage of our investments occur, the Company assesses whether we can exercise significant influence and account for under the equity method.

If our ownership percentage of the company or venture in which we have an investment changes, we recognized a gain or loss on the investment in the period of change.

INTANGIBLE ASSET S

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Goodwill is tested for impairment at the reporting unit level on an annual basis, and on an interim basis if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.

The Company performs its annual goodwill impairment tests at December 31.

We assess our goodwill for impairment at least annually as of October 1, unless events or a change in circumstances indicate an earlier impairment.

For the year ended December 31, 2021, the Company performed its annual goodwill impairment tests as of December 31, 2021.

The Company changed the annual goodwill impairment assessment date to October in order to provide a timelier assessment of our goodwill impairment analysis.

The change in the assessment date did not affect the impairment charge for the year ended December 31, 2021.

FAIR VALUE MEASUREMENTS

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Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded, non-exchange-based derivatives and commingled investment funds, and are measured using present value pricing models

The carrying values of the Company's reclamation bond deposits approximate its fair value.

The carrying values of the Company’s long-term debt approximate their fair values based upon a comparison of the interest rate and terms of such debt to the rates and terms of debt currently available.

DERIVATIVE INSTRUMENTS

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The Company capitalizes expenditures for improvements that significantly extend the useful life of an asset.

We capitalize interest costs during the construction or upgrade of qualifying assets.

Capitalized interest is recorded as a reduction to interest expense.

When an asset is sold, the Company recognizes a gain (loss) in the consolidated statements of operations based upon the proceeds received on the sale less the net carrying value of the asset.

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This includes inflating the estimated costs in today’s dollars using a reasonable inflation rate up to the date of expected retirement, and discounting the inflated costs using a credit-adjusted risk-free rate.

Upon initial recognition of the liability, the carrying amount of the related long-lived asset is increased by the same amount.

initial recognition of the liability, the carrying amount of the related long-lived asset is increased by the same amount.

The liability is accreted over time through periodic charges to earnings.

In addition, the asset retirement cost is amortized over the life of the related asset.

Changes resulting from revisions to the timing or amount of the original estimate of undiscounted cash flows are recognized as either an increase or a decrease in the carrying amount of the liability for an asset retirement obligation and the related asset

retirement cost capitalized as part of the carrying amount of the related long-lived asset.

Upward revisions of the amount of undiscounted estimated cash flows are discounted using the current credit-adjusted risk-free rate.

Downward revisions in the amount of undiscounted estimated cash flows are discounted using the credit-adjusted risk-free rate that existed when the original liability was recognized.

When asset retirement costs change as a result of a revision to estimated cash flows, the amount of the asset retirement cost is adjusted and allocated to expense in the period of the change if the change affects that period only or in the period of change and future periods if the change affects more than one period.

The Company reviews, on an annual basis, unless otherwise deemed necessary, the asset retirement obligations.

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Since the Company does not have proven and probable reserves as defined by Securities and Exchange Commission ("SEC") regulation S-K 1300, exploration expenditures are expensed as incurred.

The Company expenses mineral lease costs and repair and maintenance costs as incurred.

The Company reviews the carrying value of our properties for impairment, including mineral rights upon the occurrence of events or changes in circumstances that indicate the related carrying amounts may not be recoverable.

The Company expenses mineral lease costs and repair maintenance costs as incurred.

Upon commencement of production, the capitalized expenditures are depleted over proven and probable reserves using the units-of-production method.

Where proven and probable reserves have not been established, such capitalized expenditures are depleted over the estimated production life using the straight-line method.

The Company has not established proven or probable reserves of any of its project.

The Company reviews the carrying value of our mineral rights and properties for impairment, including mineral rights upon the occurrence of events or changes in circumstances that indicate the related carrying amounts may not be recoverable.

Our estimate of precious metal prices, mineralized materials, operating capital, and reclamation costs are subject to risks and uncertainties affecting the recoverability of our investment in all of our properties.

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TREASURY STOCK

When the Company’s stock is acquired for purposes it is initially valued at cost and presented as treasury stock.

Other than formal or constructive retirement or when ultimate disposition has not yet been decided, the cost of the acquired stock is presented as treasury stock separately as a deduction from the total of common stock, additional paid-in capital and retained earnings.

Gains on sales of treasury stock not previously accounted for as constructively retired are credited to additional paid-in capital, and losses are charged to additional paid-in capital to the extent that previous net gains from sales or retirements of the same class of stock are included therein, with the remainder charged to retained earnings.

When the Company's stock is retired or purchased for constructive retirement, any excess purchase price over par value is allocated between additional paid-in capital to the extent that previous net gains from sales or retirements are included therein, and the remainder to retained earnings.

When the Company’s acquires its own stock it is initially valued at cost and presented as treasury stock.

REVENUE RECOGNITION

Renewable Energy Products Segment

Renewable Energy Segment

For the majority of our operations, services revenues are recognized when services are performed and are contractually billable.

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Customer payments are typically due within 30 to 45 days of billing, depending on the contract.

Mining Segment

The Company has no contracts with customers as it does not have active mining operations.

When the Company resumes active mining operations and has revenue, it will account for revenue from contracts with customers by evaluating the following five

(1) identify the contract with the customer;

(2) identify the performance obligation in the contract;

(3) determine the transaction price;

(4) allocate the transaction price to the performance obligations;

and (5) recognize revenue when (or as) performance obligations are satisfied.

Real estate revenue is recognized when rental income is earned under the related leasing agreements.

Strategic and Other Investments

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Tenant rental payments are typically due monthly or quarterly, depending on the contract.

RESEARCH AND DEVELOPMENT

Research and development expenses include cost associated with the development of our commercial scale battery recycling facility plant and equipment for our renewable energy products.

Such costs are included in research and development expense until the point that the products are placed in service.

Once our assets are placed in service, such costs are capitalized and depreciated to depreciation expense over the estimated lives of the products.

STOCK-BASED COMPENSATION

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The fair value of performance condition share awards is determined based on the closing price per share of our common stock at date of grant and the probability of achieving the performance condition during the term of the award agreement.

The probability of achievement is re-assessed each period end and stock-based compensation is trued-up accordingly.

The Company recognizes stock-based compensation for performance condition share awards evenly over the term of the award agreement.

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The Company evaluates its tax positions taken or expected to be taken in the course of preparing its tax returns to determine whether the tax positions will more likely than not be sustained by the applicable tax authority.

Tax positions not deemed to meet the more-likely-than-not threshold are not recorded as a tax benefit or expense in the current year.

Tax positions not

deemed to meet the more-likely-than-not threshold are not recorded as a tax benefit or expense in the current year.

No reserve for uncertain tax positions has been recorded.

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RELATED PARTIES AND TRANSACTIONS

The Company identifies related parties, and accounts for and discloses related party transactions.

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 (See Note 3, Notes Receivable and Advances , Net and Note 21, Related Party Transactions ).

The Company identifies related parties and discloses related party transactions.

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 Company 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 the Company.

The Company determines if a contract is or contains a lease at its inception and evaluates if a contract gives the right to obtain substantially all of the economic benefits from use of an identified asset and the right to direct the use of the asset, in order to determine if a contract contained a lease.

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Right-of-use assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent obligations by the Company to make lease payments which arise from a lease.

of-use assets and liabilities are recognized at the inception date based on the present value of lease payments over the lease term.

Lease right-of-use assets and liabilities are recognized at the inception date based on the present value of lease payments over the lease term.

As the Company’s lease contracts do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the inception date in order to determine the present value of lease payments.

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For finance leases, the initial right-of-use asset is depreciated on a straight-line basis over the lease term, along with recognition of interest expense associated with accretion of the lease liability, which is ultimately reduced by the related fixed payments.

For sales-type or direct financing leases in which the Company is the lessor, the Company recognizes lease payments as rental income and the property is classified on the consolidated balance sheet as assets held for use in property, plant and equipment during the term of the lease.

If the lessee exercises the option to purchase the asset, the Company terminates the lease and the underlying assets are derecognized.

For leases with a term of 12 months or less, lease payments are recognized on a straight-line basis over the lease term and are not recognized on the consolidated balance sheets.

The outbreak in 2020 of the novel coronavirus (“COVID-19”) resulted in governments worldwide enacting emergency measures to combat the spread of the virus.

These measures, including the implementation of social distancing measures, quarantine periods and travel bans, have caused material disruptions to many businesses and negatively impacted economic activities.

Global equity markets have experienced significant volatility.

Governments and their central banks have reacted with significant fiscal and monetary interventions designed to mitigate the impacts and stabilize economic conditions.

The impact and ultimate duration of the COVID-19 outbreak is currently unknown, as is the efficacy of these governmental interventions.

For nearly two years in Nevada, local governments, state health officials, emergency managers, local health authorities and community partners have come together in a statewide response to COVID-19.

Processes continue to be in place to support testing, contact tracing, disease investigation and vaccine rollout in communities throughout the state.

On January 18, 2022, Nevada Health Response provided an update on county risk levels as posted by the Centers for Disease Control and Prevention (CDC).

As of that date, all Nevada counties were listed as high risk of transmission.

Cases continued to increase rapidly across the state with the recent omicron variant surge.

According to Directive 045 signed by Nevada Governor Steve Sisolak, everyone, regardless of vaccination status, will be required to wear masks in indoor settings again.

On February 10, 2022, after a marked decline in new omicron variant cases, Nevada Governor Steve Sisolak announced that the state was dropping its statewide mask mandate, "effective immediately".

We are operating in alignment with these guidelines for protecting the health of our employees, partners and suppliers.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No.

In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No.

2020-06 Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.

The update is to address issues identified as a result of the complexity associated with applying generally accepted accounting principles for certain financial instruments with characteristics of liabilities and equity.

The update is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years and with early adoption permitted.

The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements.

In March 2021, the FASB issued ASU 2021-07 (Topic 323), Investments – Equity Method and Joint Ventures.

The new guidance eliminates the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held.

The guidance is effective for fiscal years, beginning after December 15, 2021.

Early adoption is permitted.

The Company is currently evaluating the possible impact of ASU 2021-07, but does not anticipate that it will have a material impact on the Company's consolidated financial statements.

The new guidance addresses issues identified as a result of the complexity associated with applying generally accepted accounting principles for certain financial instruments with characteristics of liabilities and equity.

We adopted this guidance on January 1, 2022, and did not have a material impact on our consolidated financial statements.

In June 2022, the FASB issued ASU 2022-03 ( Topic 820) Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions .

The new guidance clarifies a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value, and an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction.

The amendments require certain disclosures for equity securities subject to contractual sale restrictions, including the fair value of equity securities subject to contractual sale restrictions reflected in the balance sheet, the nature and remaining duration of the restriction, and the circumstances that could cause a lapse in the restriction.

The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years.

The Company is currently evaluating the impact of this guidance on our consolidated financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

NOTE 2 ACQUISITIONS AND INVESTMENTS

Acquisition of Comstock Innovations Corporation (F/K/A Plain Sight Innovations Corporation)

On September 7, 2021, we acquired 100 % of the issued and outstanding equity and voting shares of Comstock Innovations Corporation (F/K/A Plain Sight Innovations Corporation) (“Comstock Innovations”), in exchange for 8,500,000 restricted shares of our common stock with a fair value of $ 14,952,806 (see Note 15, Fair Values Measurements ).

We incurred $ 28,825 of legal expense in connection with the acquisition, that has been recognized as selling, general and administrative expense on the consolidated statements of operations for the year ended December 31, 2021.

The PSI acquisition brings an array of patented, patent-pending and proprietary process technologies that were designed to convert low cost, ubiquitous woody biomass feedstocks into renewable fuels and other carbon neutral alternatives for fossil fuel derivatives.

Comstock Innovations operates a commercial pilot cellulosic fuel facility that converts woody biomass into cellulosic ethanol and co-product precursors for renewable diesel and other carbon neutral alternatives to fossil fuels.

In connection with the Comstock Innovations closing, the Company agreed to appoint a designee of one of the former shareholders of Comstock Innovations, Triple Point Asset Management LLC (“TPAM”), to the Company’s board of directors and as Comstock’s president and chief financial officer, and agreed to appoint a designee of another one of the former shareholders of Comstock Innovations, Global Catalytic Disruptor Fund LLC (“GCDF”), to serve as Comstock’s chief technology officer.

TPAM’s appointee is Kevin Kreisler, the beneficial owner and sole manager, executive officer and director of TPAM.

GCDF’s appointee is David Winsness, the beneficial owner and sole manager, executive officer and director of GCDF.

The Comstock Innovations purchase price consideration and provisional allocation to net assets acquired is presented below:

Fair value of consideration transferred:

Comstock shares of common stock issued ( 8,500,000 at $ 1.76 per share)

Loans to Plain Sight Innovations LLC prior to acquisition 1,423,328

Total fair value of consideration transferred 16,376,134

Recognized amounts of identifiable assets acquired

Cash and cash equivalents $ 100,147

Intangible assets - Intellectual property

Developed technologies 6,579,400

License agreements 494,133

Deferred tax liability ( 1,383,942 )

Total identifiable assets 5,789,738

Goodwill $ 10,586,396

The goodwill is attributable to the workforce of the acquired business and the significant synergies expected to arise from the acquisition of PSI.

The goodwill is not deductible for tax purposes.

All of the $ 10,586,396 goodwill was assigned to the Renewable Energy Products segment.

From the acquisition date through December 31, 2021, Comstock Innovations recognized no revenue and incurred a loss before deferred income tax benefit of $ 1,303,969 .

There are no nonrecurring pro forma adjustments directly attributable to the business combination other than the deferred tax benefit included in the reported pro forma earnings.

The pro forma financial information below represents the combined results of operations for the year ended December 31, 2021 as if the acquisition had occurred as of Comstock Innovations' March 1, 2021 date of incorporation, with pro forma amortization expense related to acquired intangible assets included from January 1, 2021.

The unaudited pro forma financial information is presented for informational purposes only and is neither indicative of the results of operations that would have occurred if the acquisition had taken place at the beginning of the period presented nor indicative of future operating results.

December 31, 2021

Revenue $ 868,165

Net loss $ ( 25,777,145 )

Acquisition of Assets from 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 potential performance-based cash payment of $ 17,650,000 required under the Asset Purchase Agreement.

The FPC intangible assets were valued at $ 9,771,750 at the acquisition date.

We have not recorded the purchased assets or related contingent purchase consideration (other than the $ 350,000 down payment mentioned above), as we have determined the fair value of the intellectual property is not realizable in the foreseeable future, and the contingent purchase consideration is neither probable nor reasonably estimable.

The FPC intangible assets will recognized as payments are made under the Asset Purchase Agreement or when payments become probable and reasonably estimable.

Acquisition of MANA Corporation

On July 23, 2021, we acquired 100 % of the issued and outstanding equity and voting shares of MANA (“MANA”), an industrial hemp technology development, marketing, and management company, in exchange for 4,200,000 restricted shares of the our common stock with a fair value of $ 6,528,453 (See Note 15, Fair Value Measurements ).

Industrial hemp is a natural resource with numerous known applications, including food, feed, fuel, and fiber, and an array of emerging applications in batteries, bioplastics, and other renewable alternatives to fossil fuel derived products.

We expect MANA to provide a suite of complementary technology, marketing and other management services, with a focus on acquiring and using pre-existing and new feedstock and offtake arrangements.

Following the acquisition, Comstock transferred its ownership interests in LPB to MANA.

The purchase consideration for MANA was based on part on MANA's contingent payment obligation equal to 20 % of MANA's future Net Cash Flow (as defined in the related agreement) up to $ 8.6 million.

We have not recorded the assumed contingent liability, as we have determined it is neither probable nor reasonably estimable.

The MANA purchase price consideration and provisional allocation to net assets acquired is presented below:

Fair value of consideration transferred:

Comstock shares of common stock issued ( 4,200,000 at $ 1.55 per share)

Total fair value of consideration transferred 6,528,453

Recognized amounts of identifiable assets acquired and liabilities assumed:

Intangible assets - Customer agreements (Note 9) $ 461,528

Deferred tax liability ( 96,921 )

Total identifiable net assets 364,607

Goodwill $ 6,163,846

From the acquisition date through December 31, 2021, MANA recognized $ 100,000 of revenue and incurred a loss before deferred income tax benefit of $ 13,442,547 (including impairment of goodwill and intangible assets of $ 6,394,610 and a $ 6,300,000 decrease in the fair value of the LPB derivative asset).

There are no nonrecurring pro forma adjustments directly attributable to the business combination other than the deferred tax benefit included in the reported pro forma earnings.

The pro forma financial information below represents the combined results of operations for the year ended December 31, 2021, as if the acquisition had occurred as of MANA’s February 16, 2021 date of incorporation, with pro forma amortization expense related to acquired intangible assets included from January 1, 2021.

December 31, 2021

Revenue $ 862,165

Net loss $ ( 24,756,693 )

The Company fully impaired the MANA intangible asset related to the LPB contract, which was terminated during the first quarter 2022 and recognized an impairment loss of $ 230,764 in other income (expenses) in the statement of operations during the year ended December 31, 2021 in the renewable energy products segment.

The Company assessed the remaining value in the MANA reporting unit and determined the fair value to be nominal.

The fundamental economic substance of the MANA acquisition was related to the management team’s ability to develop the hemp business through the LPB contract.

With the loss of LPB, the assumptions underlying the value assigned in the purchase price allocation of MANA have changed significantly, resulting in a full loss in the value of goodwill totaling $ 6,163,846 related to the acquisition.

The MANA organization has been redeployed, primarily into Comstock Fuels and other related corporate activities.

Acquisition of Assets in LINICO Corporation

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(“AQMS”) and LINICO entered into a Series A Preferred Stock Purchase Agreement (“February Agreement”).

Judd Merrill, a member of the Company’s board of directors, is the chief financial officer of AQMS.

The chief financial officer of AQMS is also a member of the Company’s Board of Directors.

Pursuant to the February Agreement, we purchased 6,250 shares of LINICO Series A 8 % Convertible Preferred Stock (“Series A Preferred”) and issued 3,000,000 shares of our restricted common stock with a fair value of $ 6,750,000 in payment of the purchase price;

$ 6,250,000 of which was in connection with our investment and $ 500,000 of which was recognized as a related derivative asset (see Note 15, Fair Value Measurements ).

$ 6,250,000 of which was in connection with our investment and $ 500,000 of which was recognized as a related derivative asset.

The Series A Preferred has a conversion price of $ 1.25 per share of LINICO common stock.

Following the purchase of the Series A Preferred, we owned 45.45 % of LINICO in substance common shares and 48.78 % of voting shares.

Our chief executive officer is a member and Chairman of the LINICO board of directors.

Under the February Agreement, we also agreed to make $ 4,500,000 in cash payments to LINICO (“Cash Commitment”), payable in a series of installments between February 26, 2021 and December 31, 2021.

Following the purchase of the Series A Preferred, we owned 48.78 % of LINICO outstanding capital stock (on an as-converted basis) and voting shares.

Our chief executive officer is a member and Executive Chairman of the LINICO Board of Directors.

At December 30, 2021, $ 4,500,000 had been paid, and recorded as adjustment to the derivative asset related to LINICO on the consolidated balance sheets.

We incurred $ 70,273 of legal expense in connection with the LINICO investment and recognized $ 1,282,336 in equity loss from affiliates for our investment in LINICO prior to December 30, 2021.

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 equating to 90 % ownership.

There was no loss from affiliates for our investment in LINICO recognized during the year ended December 31, 2022 due to the December 30, 2021 acquisition.

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 which resulted in the Company owning approximately 90 % of the capital stock of LINICO when combined with the Company's capital stock ownership prior to December 31, 2021.

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.

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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, we owned 90 % of LINICO's issued and outstanding equity and the remaining 10 % was owned by Aqua Metals Inc.

The fair value of the 1,700,000 shares held by AQMS at the date of acquisitions was $ 3,400,000 , which was calculated at $ 2.00 per share.

The LINICO purchase price consideration and provisional allocation to net assets acquired is presented below:

The LINICO purchase price consideration and allocation to net assets acquired is presented below:

Fair value of consideration transferred:

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Total identifiable net assets $ 24,823,921

Acquisition of Renewable Process Solutions, Inc.

On June 18, 2021, we acquired 100 % of the issued and outstanding equity and voting shares of Comstock Engineering Corporation (F/K/A Renewable Process Solutions, Inc.), a process engineering and renewable technology development company, in exchange for 1,000,000 restricted shares of our common stock, with a fair value of $ 2,304,806 .

(See Note 15, Fair Value Measurements ).

RPS was acquired to increase our core competencies in process engineering and renewable technology development necessary to facilitate the development and growth of our acquired companies and equity method investments.

The purchase price consideration and provisional allocation to net assets acquired is presented below:

On October 5, 2022, the Company amended the agreement to postpone the time period in which the former chief executive officer is allowed to commence selling the Comstock Shares, providing the Company makes certain minimum cash payments to minimize the cash payment that the Company might be required to make to true up the obligation at the completion of the sale of the Comstock Shares.

Under the agreement, the former employee agrees to not sell the Company's shares until April 1, 2023 and ending on September 30, 2023.The Company has made cash payments of $ 225,000 which were recorded as adjustment to the derivative asset related to LINICO on the consolidated balance sheets as of December 31, 2022.

As of the year ended December 31, 2022, the Company and AQMS made additional investments in LINICO of $ 1,140,000 $ 500,000 , respectively, and as a result, as of December 31, 2022, we own 88.21 % of LINICO's issued and outstanding equity and the remaining 11.79 % is owned by AQMS.

Acquisition of Comstock Engineering Corporation (F/K/A Renewable Process Solutions, Inc.)

On June 18, 2021, we acquired 100 % of the issued and outstanding equity and voting shares of Comstock Engineering Corporation, a process engineering and renewable technology development company with extensive knowledge and experience in renewable fuels, in exchange for 1,000,000 restricted shares of our common stock, with a fair value of $ 2,304,806 .

The purchase price consideration and allocation to net assets acquired is presented below:

Fair value of consideration transferred:

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Goodwill $ 2,202,275

From the acquisition date through December 31, 2021, the Company's revenue and net income before deferred income tax benefit were $ 983,380 and $ 426,803 , respectively.

There are no nonrecurring pro forma adjustments directly attributable to the business combination other than the deferred income tax benefit included in the reported pro forma earnings.

The goodwill is attributable to the workforce of the acquired business and the significant synergies expected to arise from the acquisition of RPS.

The goodwill is not deductible for tax purposes.

All of the $ 2,202,275 goodwill was assigned to the Renewable Energy Products segment.

The pro forma financial information below represents the combined results of operations for the year ended December 31, 2021 and 2020 as if the acquisition had occurred at the beginning of the periods presented.

The Company fully impaired the goodwill and recognized an impairment loss of $ 2,202,275 in other income (expenses) in the statement of operations during the year ended December 31, 2022 (See Note 6, Intangible Assets and Goodwill) .

The pro forma financial information below represents the combined results of operations for the year ended December 31, 2021 as if the acquisition had occurred at the beginning of the period presented.

The unaudited pro forma financial information is presented for informational purposes only and is neither indicative of the results of operations that would have occurred if the acquisition had taken place at the beginning of the periods presented nor indicative of future operating results.

Unaudited Unaudited

December 31, 2021 December 31, 2020

December 31, 2021

Revenue $ 983,380

Net income (loss) $ ( 24,720,177 )

Acquisition of Comstock Innovations Corporation (F/K/A Plain Sight Innovations Corporation)

On September 7, 2021, we acquired 100 % of the issued and outstanding voting equity of Comstock Innovations, in exchange for 8,500,000 restricted shares of our common stock with a fair value of $ 14,952,806 (See Note 13, Fair Value Measurements ).

The Comstock Innovations acquisition brings an array of patented, patent-pending and proprietary process technologies that were designed to convert low cost, ubiquitous woody biomass feedstocks into renewable fuels and other carbon neutral alternatives for fossil fuel derivatives.

Comstock Innovations operates a commercial pilot cellulosic fuel facility that converts

woody biomass into cellulosic ethanol and co-product precursors for renewable diesel and other carbon neutral alternatives to fossil fuels.

TPAM’s appointee is the Company's Chief Technical Officer, the beneficial owner, executive officer and director of TPAM.

The Comstock Innovations purchase price consideration allocation to net assets acquired is presented below:

Fair value of consideration transferred:

Comstock shares of common stock issued ( 8,500,000 at $ 1.76 per share)

Loans to Plain Sight Innovations LLC prior to acquisition 1,423,328

Total fair value of consideration transferred 16,376,134

Recognized amounts of identifiable assets acquired

Cash and cash equivalents $ 100,147

Intangible assets - Intellectual property

Developed technologies 6,579,400

License agreements 494,133

Deferred tax liability ( 1,383,942 )

Total identifiable assets 5,789,738

Goodwill $ 10,586,396

The goodwill is attributable to the workforce of the acquired business and the significant synergies expected to arise from the acquisition of Comstock Innovations.

The goodwill is not deductible for tax purposes and all of the $ 10,586,396 goodwill was assigned to the renewable energy segment.

As of October 1, 2022, the Company fully impaired the goodwill and recognized an impairment loss of $ 10,586,396 in other income (expenses) in the statement of operations of the renewable energy segment (See Note 6, Intangible Assets and Goodwill) .

The pro forma financial information below represents the combined results of operations for the year ended December 31, 2021 as if the acquisition had occurred as of Comstock Innovations' date of incorporation of March 1, 2021, with unaudited pro forma amortization expense related to acquired intangible assets included from January 1, 2021.

The pro forma financial information is presented for informational purposes only and is neither indicative of the results of operations that would have occurred if the acquisition had taken place at the beginning of the period presented nor indicative of future operating results.

December 31, 2021

Revenue $ 868,165

Net loss $ ( 25,777,145 )

Acquisition of Assets from FLUX Photon Corporation

On September 7, 2021, we purchased the intellectual property assets of Comstock Innovations affiliate, FLUX Photon Corporation (“FPC”), in exchange for $ 18,000,000 payable in cash to FPC at a rate equal to 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.

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, thereby decreasing the potential performance-based

cash payment of $ 17,650,000 .

We did not record the purchased assets or related contingent purchase consideration.

Based on historical and continuing losses and no current evidence that the value of the asset would be recoverable through the use of FPC's research activities, the intangible asset was deemed unrecoverable during the first quarter of 2022 and was fully impaired.

We recognized an impairment loss of $ 338,035 (net of accumulated amortization) in the statement of operations during the year ended December 31, 2022 for the renewable energy segment.

Acquisition of MANA Corporation

On July 23, 2021, we acquired 100 % of the issued and outstanding equity and voting shares of MANA (“MANA”), an agricultural technology development, marketing, and management company, in exchange for 4,200,000 restricted shares of our common stock with a fair value of $ 6,528,453 (See Note 13, Fair Value Measurements ).

The MANA purchase price consideration allocation to net assets acquired is presented below:

Fair value of consideration transferred:

Comstock shares of common stock issued ( 4,200,000 at $ 1.55 per share)

Total fair value of consideration transferred 6,528,453

Recognized amounts of identifiable assets acquired and liabilities assumed:

Intangible assets - Customer agreements (Note 6) $ 461,528

Deferred tax liability ( 96,921 )

Total identifiable net assets 364,607

Goodwill $ 6,163,846

December 31, 2021

Revenue $ 862,165

Net loss $ ( 24,756,693 )

The Company fully impaired the MANA intangible asset related to the LPB contract, which was terminated during the first quarter 2022 and recognized an impairment loss of $ 6,394,610 in the statement of operations during the year ended December 31, 2021 in the renewable energy segment.

The Company assessed the remaining value in the MANA reporting unit and determined the fair value to be nominal.

The fundamental economic substance of the MANA acquisition was related to the management team’s ability to develop the hemp business through the LPB contract.

With the loss of LPB, the assumptions underlying the value assigned in the purchase price allocation of MANA have changed significantly, resulting in an impairment of goodwill recognized in 2021 totaling $ 6,163,846 related to the acquisition.

The MANA organization has been redeployed, primarily into Comstock Fuels and other related corporate activities.

Transactions Involving Tonogold Resources, Inc.

and Comstock Mining LLC

On January 24, 2019, the Company entered into a membership interest purchase agreement, as amended and restated on September 8, 2020, to sell its interests in Comstock Mining LLC, a wholly-owned subsidiary whose sole net asset is the Lucerne properties and related permits (“Comstock Lucerne”), to Tonogold Resources, Inc.

("Tonogold").

The transfer of 100 % ownership of Comstock Mining LLC to Tonogold was completed in September 2020.

We agreed to receive a portion of the purchase price through a note receivable issued by Tonogold in the principal amount of $ 4,475,000 in September 2020 (the "Tono Note"), which increased to $ 5,550,000 in March 2021 and to $ 6,650,000 in June 2021.

The Tono Note bore interest at the rate of 12 % per annum, payable monthly in arrears, and default interest at the rate of 18 % per annum.

Tonogold was in default for nonpayment of its interest and reimbursement obligations beginning on September 1, 2021.

On March 26, 2022, we entered into an option agreement with Tonogold (the "Lucerne Option") whereby we agreed to extinguish the Tono Note in exchange for 100 % of the membership interests of Comstock Mining LLC and an option payment of $ 750,000 .

The agreement effectively provided Tonogold with an option to repurchase the Comstock Mining LLC membership interests by December 31, 2022, for $ 7,750,000 .

To maintain the option, Tonogold agreed to continue to reimburse all the costs associated with owning the properties, and certain option, interest and lease payments.

The acquisition of the membership interest was accounted for as an asset acquisition.

The face value of the note at maturity of $ 6,650,000 approximated its fair value, and this amount plus acquisition costs of approximately $ 2,306 were netted with the $ 750,000 option payment received from Tonogold and applied to the net assets acquired as follows:

Fair Value of consideration transferred

Tono Note receivable $ 6,650,000

Direct costs of acquisition 2,306

Less option payment received from Tonogold ( 750,000 )

Total fair value of consideration 5,902,306

Recognized amounts of identifiable assets acquired and liabilities assumed

Mineral properties 6,844,474

Asset retirement obligation ( 942,168 )

Total identifiable net assets $ 5,902,306

Termination of All Agreements Involving Tonogold Resources, Inc.

The Lucerne Option expired as a result of Tonogold’s failure to pay the Company when payment was due and payable.

On December 23, 2022, the Company issued Tonogold a notice of default and on December 30, 2022, after Tonogold failed to cure the default, and in accordance terms of the Lucerne Option, each of the remaining Tonogold agreements with the Company (that is, the Lease Option Agreement on the American Flat processing facility and the Mineral Exploration and Mining Lease on the northern targets) were terminated effective December 30, 2022.

The Company wrote off receivables totaling $ 1,283,302 consisting of expense reimbursements.

Summary of Investments

Our investments are accounted for under the equity method, with one investment accounted for at cost less impairment.

At December 31, 2022 and 2021, our non-current investments include:

December 31, 2022 December 31, 2021

Investment Ownership % Investment Ownership %

Equity Method Investments Investment Ownership % Investment Ownership %

Quantum Generative Materials LLC $ 13,312,433 48.19 % $ 13,645,946 48.19 %

LP Biosciences LLC — — % 4,227,587 50.00 %

Green Li-ion 4,577,000 20.00 % — — %

Green Li-ion Pte.

— — % 4,577,000 20.22 %

Mercury Clean Up, LLC — — % 1,975,026 25.00 %

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Total equity method investments 13,931,617 25,515,879

Cost Method Investments:

Green Li-ion Pte.

Sierra Springs Opportunity Fund, Inc., at cost 335,000 335,000

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Gross Profit 73,697 ( 74,048 )

Net income (loss) and net income (loss) attributable to the entity $ ( 3,730,954 ) $ ( 580,346 )

Net loss and net loss attributable to the entity $ ( 2,956,597 ) $ ( 3,730,954 )

* Information presented as of and for the years ended September 30, 2022 and 2021.

All equity method investments are

accounted for on a one-quarter lag.

The excess of our investment values over the net assets of the individual investees is primarily comprised of goodwill.

All equity method investments are accounted for on a one-quarter lag.

The excess of our investment values over the net assets of the individual equity method investees is primarily comprised of goodwill and mineral interests.

We periodically assess the net assets of our equity method investees and confirm there are no other assets that may require additional adjustments.

Significant amounts due to and from equity method investees included in the summarized financial information include the aggregate value of the Company's stock held by investees and any make-whole derivatives of $ 8 million, which is included in non-current assets and long-term debt due to the Company of $ 2 million, which is included in non-current liabilities as of December 31, 2021.

Long-term debt due to the Company of $ 1 million is included in non-current liabilities as of December 31, 2020.

Significant amounts due to and from equity method investees included in the summarized financial information include the aggregate value of the Company's stock held by investees and make-whole derivatives of $ 10.9 million and $ 8.0 million which is included in non-current assets and long-term debt due to the Company of $ 0 million and $ 2.0 million, which is included in non-current liabilities as of December 31, 2022 and December 31, 2021*, respectively in the table above.

Investment in Quantum Generative Materials LLC

On June 24, 2021, we invested in the equity of GenMat, a developer of quantum computing technologies with the goal of accelerating material science discovery and development, and partnering in the commercialization of new quantum generated materials.

GenMat is developing a proprietary quantum operating system to harness emerging quantum computing technologies and develop new materials for use in our strategically aligned fields of interest, including global mining, battery recycling, and carbon capture.

We incurred $ 71,659 of legal expense in connection with the GenMat investment, which has been recorded to non-current investments on the consolidated balance sheets at December 31, 2021.

On June 24, 2021, we invested in the equity of GenMat, a developer of quantum computing based material engineering technologies with the goal of accelerating material science discovery and development and partnering in the commercialization of new quantum generated materials.

GenMat is developing a proprietary quantum operating system to harness emerging quantum computing technologies and develop and engineer new materials for use in our strategically aligned fields of interest, battery metals, carbon capture and data accumulation, manipulation, interpretation and sensing for mineral discovery and mining.

At closing, we received 465,000 membership units and committed $ 5,000,000 in cash and $ 10,000,000 in stock for a total of $ 15,000,000 for the initial seed investment and committed an additional $ 35,000,000 based upon GenMat’s realization of key development milestones, for up to 50 % ownership of GenMat membership units.

At December 31, 2021, we have paid $ 4,250,000 in cash toward the $ 5,000,000 in scheduled cash commitment, At closing, we issued 3,000,000 restricted shares of our common stock with a fair value of $ 10,530,000 toward the $ 10,000,000 required stock purchase price and recorded a $ 530,000 related derivative asset (see Note 14, Equity and Note 15, Fair Value Measurements ).

For the year ended December 31, 2021, the Company recorded $ 675,713 in equity loss from affiliates for the investment in GenMat.

At December 31, 2021 , we hold 48.19 % of GenMat membership units and 37.50 % of voting membership units.

We represent 50 % of GenMat's governing body, through three of the six voting members of the management committee.

Our chief executive officer is a member and chair of the GenMat management committee, along with our president and chief financial officer, and another company designee.

At closing, we issued 3,000,000 restricted shares of our common stock with a fair value of $ 10,530,000 toward the $ 10,000,000 required stock purchase price and recorded a $ 530,000 related derivative asset (See Note 12, Equity).

In 2022, we paid a total of $ 3,200,000 consisting of $ 750,000 towards the cash commitments and $ 2,450,000 against the make-whole for the deficiency in value.

In 2021, we paid $ 4,250,000 in cash, toward the $ 5,000,000 in scheduled cash commitment.

For the years ended December 31, 2022 and 2021, the Company recorded $ 1,083,513 and $ 675,713 in equity loss from affiliates for the investment in GenMat at 37.5 % of voting rights since 165,000 membership units were not vested as of December 31, 2022.

The Company’s executive chairman and chief executive officer serves as the chairman of GenMat and the Company’s chief technology officer and another employee of the Company serve on the board of directors of GenMat.

The GenMat board of directors is composed of the three employees of the Company having one vote each along with the chief executive officer and founder of GenMat who receives four votes.

The Company's chief executive officer, chief technology officer and employee of the Company have not received compensation of any kind from GenMat.

Investment in Green Li-ion Pte, Ltd.

As part of our acquisition of the LINICO assets on December 30, 2021, we acquired 20.22 % of Green Li-ion Pte, Ltd., a Singaporean company ("Green Li-ion").

Prior to acquisition, LINICO purchased the investment and secured the rights to purchase Green Li-ion’s patented process equipment, with exclusive rights for the U.S.

market, enabling the future production of 99.9 % pure lithium-ion precursor cathodes active materials.

The Green Li-ion technology is complementary to LINICO’s technology, which takes lithium-ion batteries to black mass and subsequently plans on extracting lithium from the black mass.

The investment had a fair value of $ 4,577,000 at acquisition and was accounted for under the equity method through March 31, 2022.

On January 5, 2022 and April 11, 2022, Green Li-ion issued additional equity and decreased our ownership to 16.45 %, resulting in the loss of our ability to exercise significant influence.

Accordingly, we elected the measurement alternative for equity investments that do not have a readily determinable fair value and we are now accounting for the investment at cost, with all losses previously recognized under the equity method remaining as part of the carrying value of the investment.

For the years ended December 31, 2022 and 2021, we recognized $ 59,290 and $ 0 , in equity loss from affiliates for the investment in Green Li-ion for the period October 1, 2021 through December 31, 2021 the investment was still being accounted for under the equity method due to the investment being accounted for on a one-quarter lag.

The Company monitors additional equity issuances of Green Li-ion to assess whether the equity securities are similar instruments requiring adjustments of the investment carrying values to fair value.

Investment in LP Biosciences LLC

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The LPB Note was to mature on July 31, 2026, and the interest rate is 13.5 % per annum.

In connection with the LPB Note, LPB granted a leasehold security interest in the Facility to the Company, subject to a mortgage of approximately $ 4.6 million on the LPB Facility held by LPB’s landlord for the benefit of the landlord’s lender.

In connection with the LPB Note, LPB granted a leasehold security interest in the Facility to the Company, subject to a mortgage of approximately $ 4,600,000 on the LPB Facility held by LPB’s landlord for the benefit of the landlord’s lender.

The Company, LPN, and LPB simultaneously entered into a Partnership Interest Purchase Agreement and a Limited Liability Company Operating Agreement for LPB, pursuant to which, among other terms, LPB agreed to pay LPN the first $ 3,000,000 of cash proceeds received from the sale of the Company’s common stock, and a $ 5,000,000 preferred distribution at the same time and in the same proportion as principal prepayments on the LPB Note, with up to 20 % of LPB’s after debt net cash flow commencing 20 days after LPB commences ordinary course operations.

The Company assigned its Class A Units in LPB to MANA upon completion of the LPB transaction.

Subsequent to December 31, 2021, on February 28, 2022, the Company and Nutrition mutually agreed to terminate the LPB transaction documents.

Upon termination, each of the parties were relieved of their respective rights, liabilities, expenses, and obligations.

3,500,000 restricted shares of the Company’s common stock were transferred back to the Company for cancellation upon receipt.

In the first quarter of 2022, the Company incurred expenses of approximately $ 750,000 in connection with the termination of the transaction documents as of the filing date.

On February 28, 2022, the Company and the other parties to the LP Biosciences LLC ("LPB") transactions mutually agreed to terminate the transaction documents.

Upon termination of the transactions, each of the parties were relieved of their respective rights, liabilities, expenses, and obligations under the transactions except for payment obligations under the termination agreement and tax obligations in respect of their ownership of LPB through the date of termination.

In connection with the termination, 3,500,000 restricted shares of the Company’s common stock were transferred back to the Company for cancellation upon receipt.

The carrying value of our investment as of the settlement date was $ 4,173,000 , after an impairment loss of $ 54,587 recognized during the year ended December 31, 2022, and the derivative asset was valued at $ 937,000 , a total combined value of $ 5,110,000 , which was recorded directly to additional paid-in capital in the statement of equity.

No gain or loss between the recorded amount at the disposition date and the original value recorded of the common stock issued in the July 2021 acquisition of $ 10,812,669 was recognized as a reduction in equity.

The Company incurred additional expenses of approximately $ 250,000 in connection with the termination of the transaction, which was recorded as other expense in the statement of operations for the year ended December 31, 2022.

As of December 31, 2021, the notes receivable, prepaid assets and other deposits associated with LP Biosciences of $ 1,076,258 were written off, including $ 500,000 of restricted cash held in escrow, which LPB had rights to under the termination agreement.

Transactions Involving Comstock Minerals, Sale of Comstock Mining LLC

On January 24, 2019, the Company entered into a membership interest purchase agreement, as amended and restated on September 8, 2020, to sell its interests in Comstock Mining LLC, a wholly-owned subsidiary with sole net assets of the Lucerne properties and related permits (“Comstock Lucerne”), to Tonogold Resources, Inc.

("Tonogold").

The Convertible Preferred Stock ("CPS") became convertible into Tonogold common shares commencing May 22, 2020, at a rate equal to the lower of (1) $ 0.18 cents per share, or (2) 85 % of the 20 -day volume weighted average closing price of Tonogold common shares.

Tonogold could redeem the CPS prior to conversion, at a redemption price 120 % of the face value of the CPS.

On November 18, 2019, 50 % of Comstock Lucerne was transferred to Tonogold.

The remaining 50 % was transferred on September 8, 2020.

The Company retained all management control and authority over Comstock Lucerne until Tonogold's membership interests totaled 100 %.

Accordingly, Tonogold’s membership interests in Comstock Mining LLC were accounted for as a noncontrolling interest in the Company’s Consolidated Financial Statements through September 8, 2020.

On September 8, 2020, the remaining membership interests of Comstock Mining LLC were purchased by Tonogold.

There are two agreements between the Company and Tonogold associated with the September 2020 sale of the membership interests of Comstock Mining LLC:

the Membership Interest Purchase Agreement, the Mineral Exploration and Mining Lease, and a Lease Option Agreement for our American Flat processing facility.

Under the two agreements, Tonogold is required to reimburse certain payments made by Comstock including but not limited to all costs associated with owning certain properties, and certain option, interest expense and lease payments.

On March 3, 2021, we made a $ 812,500 accelerated payment to Northern Comstock pursuant to the Northern Comstock operating agreement.

Primarily as a result of the Northern Comstock accelerated payment, the Tono Note was amended in March 2021, which included adding $ 812,500 for Tonogold’s Northern Comstock accelerated payment reimbursement obligation and an amendment fee of $ 262,500 to the principal amount of the Tono Note, increasing the principal amount to $ 5,550,000 .

The Note was further amended in June 2021, to add $ 1.0 million for certain Tonogold, Northern Comstock and other reimbursement obligations and an amendment fee of $ 100,000 which were added to the principal amount of the Tono Note, increasing the principal amount to $ 6,650,000 and extending the maturity date to March 31, 2022.

A total of $ 362,500 of amendment fees were recognized as other income in 2021.

The fair value of the consideration delivered by Tonogold in 2019 and 2020 for the membership interests in Comstock Lucerne was $ 18.8 million, and included cash, CPS, and the Tono Note.

The Company's gain on the sale was $ 18.3 million, recorded during the year ended December 31, 2020 in the consolidated statements of operations.

The total consideration received by the Company from Tonogold under the Lucerne Purchase Agreement is summarized in the following table:

Cash $ 7,065,000

Non-cash items, fair value on date received

CPS 7,607,263

Tono Note 6,141,497

Contingent forward asset, fair value on settlement date ( 1,998,832 )

Total consideration 18,814,928

Net carrying value of Comstock Lucerne ( 539,082 )

Net gain on sale $ 18,275,846

During 2020, Comstock Lucerne was deconsolidated as a result of completing the sale of the 100 % membership interest, which resulted in a decrease in additional paid in capital of $ 20,499,141 and elimination of the non-controlling interest of $ 313,854 .

The Company recognized a loss on the change in fair value of the CPS of $ 2,544,000 during the year ended December 31, 2020.

During 2020, the Company elected to convert a portion of the CPS with a face value of $ 3.9 million at $ 0.18 per common share, for a total of 21.8 million Tonogold common shares.

On October 2, 2020, Tonogold redeemed a $ 2.2 million portion of the CPS for $ 2.6 million in cash, representing 120 % of face value.

During the year ended December 31, 2020, the Company sold approximately 5.3 million Tonogold common shares at an average price of $ 0.3957 per share for gross proceeds of $ 2,944,929 .

During the year ended December 31, 2021, the Company sold approximately 4.3 million Tonogold common shares at an average price of $ 0.1865 per share for gross proceeds of $ 798,313 .

The Tono Note had an outstanding principal balance of $ 6,650,000 and $ 4,475,000 at December 31, 2021 and 2020, respectively.

The Tono Note bears interests 12 % per annum, payable monthly in arrears, and matures on March 31, 2022, unless extended by the Company (see Note 15, Fair Value Measurements ).

The fair value of the Tono Note on December 31, 2021 and December 31, 2020 was $ 7,255,000 and $ 5,498,500 , respectively.

During the years ended December 31, 2021 and 2020, the Company recognized a loss on the change in fair value of the Tono Note of $ 418,500 and $ 642,997 , respectively.

As of the amendment date in March 2020, the Company concluded the Tono Note contained a contingent forward for the Company’s right to sell its membership interests in Comstock Lucerne to Tonogold at a future date in exchange for cash consideration or common stock of Tonogold if certain options were elected (the “Contingent Forward”).

The Company identified the Contingent Forward as a derivative which was adjusted to fair value at the end of each reporting period.

On March 20, 2020, the Company recorded the $ 1,232,952 initial fair value of the Contingent Forward asset in additional paid in capital on the consolidated balance sheets as Tonogold, a related party at the time, owned 50 % of the membership interests of

Comstock Lucerne.

The fair value of the Contingent Forward asset on September 8, 2020 was $ 1,998,832 and was an offset against the consideration received for the sale of Comstock Lucerne recorded on that date.

Upon closing of the Lucerne Purchase Agreement, the contingencies were eliminated.

During the year ended December 31, 2020, the Company recognized a gain for the change in fair value of the Contingent Forward of $ 765,880 (see Note 15, Fair Value Measurements ).

At December 31, 2021, the Company was in direct and continuing discussions with Tonogold management with the intention of exchanging the Note for Comstock Lucerne plus an option for Tonogold to acquire Comstock Lucerne in the future (see Note 22, Subsequent Events ).

Investment in Mercury Clean Up LLC

On June 21, 2019, as amended July 3, 2019, April 10, 2020 and December 4, 2020, the Company entered into a Mercury Remediation Pilot, Investment and Joint Venture Agreement (the “MCU Agreement”) with MCU.

Pursuant to the MCU Agreement, the Company committed $ 2.0 million of capital contributions that was payable in cash of $ 1.15 million and shares of the Company's common stock of $ 0.85 million, in exchange for 15 % of the fully-diluted membership interest of MCU and the first right to participate in 50 % of the equity of any future joint ventures formed with MCU (the “Joint Ventures”).

Upon successful proof of technical and commercial viability, the Company has the rights to coordinate an additional $ 3.0 million in financing for the Joint Ventures, and MCU would then contribute the 25-ton-per-hour system, based on an agreed upon capital plan (equipment and working capital uses) and a time-specific project schedule, including the timing of the capital needs.

Completing $ 2.0 million of such financing entitles the Company to an additional 10 % of the fully-diluted membership interests of MCU.

The Company has made cash payments to MCU of $ 1,150,000 in cash and satisfying the required cash contribution.

The MCU Agreement contained a provision whereby the Company is required to issue additional shares of its common stock for the make whole difference between the value of the Company's common shares received by MCU and the required stock-based investment of $ 850,000 .

On July 18, 2019, the Company issued 900,000 shares of restricted common stock with a fair value of $ 751,050 to fund the MCU capital contribution.

During April and May 2020, MCU sold the 900,000 common shares for net proceeds of $ 465,127 , reducing the remaining make whole liability to $ 384,873 .

On May 15, 2020, the Company issued MCU an additional 625,000 shares of restricted common stock with a fair value of $ 314,687 .

On December 4, 2020, the remaining common shares became transferable, and the parties agreed that the make-whole obligation had been satisfied.

On that date, MCU and the Company agreed that MCU received consideration in excess of the required $ 2.0 million, and the Company became the fully vested owner of 15 % of the fully-diluted membership interest of MCU and became entitled to 50 % participation in the Joint Ventures.

As of December 31, 2021, the total purchase price of $ 2.0 million, paid in cash and stock, is accounted for as Investment in Mercury Clean Up, LLC, a non-current asset on the consolidated balance sheets.

The investment is accounted for under the equity method.

The Company’s chief executive officer is a member of the board of MCU.

The December 4, 2020 third amendment to the MCU Agreement clarified the provision that when MCU sells its remaining 625,000 shares of the Company’s common stock, the Company is entitled to the portion of the proceeds that is in excess of its original required contribution.

During January and February 2021, MCU sold the 625,000 common shares for net proceeds of $ 1.1 million, resulting in a $ 0.8 million excess contribution, which was paid to us in February 2021 (see Note 15, Fair Value Measurements ).

For the year ended December 31, 2021 and 2020, respectively, the Company recorded $ 35,086 and $ 1,767 in equity loss from affiliates for the investment in MCU.

Investment in MCU Philippines, Inc.

On April 10, 2020, the Company entered into a second amendment of the MCU Agreement, wherein MCU and the Company have identified an opportunity to remediate mercury in the Philippines, specifically in the province of Davao d' Oro (the “Philippine Opportunity”).

In July 2020, MCU formed MCU-P to engage in the Philippine Opportunity.

The Company’s chief executive officer is a director of MCU-P.

On December 4, 2020, the Company became fully entitled to 50 % participation in the Joint Ventures and was issued 50 % of the common stock of MCU-P.

During 2020, the Company made cash loans of $ 1,180,000 , in the form of senior secured interest free loans, and committed up to another $ 1.8 million in secured loans.

When the Company's loans to MCU-P reach $ 2.0 million, the Company will receive an additional 10 % membership interest in MCU.

The loans are secured by all equipment owned by MCU-P.

Prior to December 4, 2020, the Company considered these advances to be a receivable.

Based on the third amendment to the MCU agreement on December 4, 2020, the Company was granted 50 % participation in the Joint Ventures, including 50 % of the common stock of MCU-P.

On that date, the advances were recognized as a non-interest bearing note receivable due December 31, 2024.

At December 4, 2020 the fair value of the note receivable from MCU-P, based on the discounted present value of future payments, was $ 755,866 , which was comprised of the $ 1,080,000 face amount less implied interest of $ 324,134 , and was recognized as consideration for the Company's December 4, 2020 investment in MCU-P.

The discounted present value is based on the alternative borrowing cost of MCU-P, considering market data for companies with comparable credit ratings.

As of December 31, 2020, the net balance of the note receivable was $ 860,940 .

As of December 31, 2021, the MCU-P investment of $ 499,269 is accounted for as investment in MCU Philippines, Inc, a non-current asset on the consolidated balance sheets.

The investment is accounted for under the equity method.

At December 31, 2020, the net balance of the note receivable was $ 860,940 .

On March 5, 2021, we loaned an additional $ 820,000 to MCU-P, increasing the face value of the non-interest-bearing note receivable to $ 2,000,000 .

Implied interest of $ 189,337 for the additional loan increased the value of our investment in MCU-P.

The discounted present value was calculated using a rate of 7.1 %, which was based on the alternative borrowing cost of MCU-P, considering market data for companies with comparable credit ratings.

The additional loan amount resulted in our ownership interest in MCU increasing from 15 % to 25 %.

At December 31, 2021, the net balance of the note receivable is $ 1,598,841 which is recorded on the consolidated balance sheets in notes receivable and advances, net.

For the years ended December 31, 2021 and 2020, we recognized implied interest income of $ 107,239 and $ 5,074 , respectively.

The note receivable matures on December 31, 2024.

For the year ended December 31, 2021 and 2020, respectively, the Company recorded $ 13,838 and $ 364 in equity loss from affiliates for the investment in MCU-P.

Investment in Mercury Clean Up LLC and MCU Philippines, Inc.

On June 21, 2019, as amended July 3, 2019, April 10, 2020 and December 4, 2020, the Company and Mercury Clean Up LLC ("MCU") entered into a Mercury Remediation Pilot, Investment and Joint Venture Agreement (the “MCU Agreement”).

Pursuant to the MCU Agreement, the Company committed $ 2.0 million of capital contributions that was payable in cash of $ 1.15 million and shares of the Company's common stock with a value of $ 0.85 million, in exchange for 15 % of the fully-diluted membership interest of MCU and the first right to participate in 50 % of the equity of any future joint ventures formed with MCU (the “Joint Ventures”).

In July 2020, MCU formed MCU Philippines, Inc.

("MCU-P") to remediate mercury in the Philippines, specifically in the province of Davao d' Oro.

The Company’s chief executive officer was a director of MCU-P.

The Company recorded equity losses from affiliates for the investment in MCU of $ 14,578 and $ 35,086 for the years ended December 31, 2022 and 2021, respectively.

The Company recorded $ 4,385 and $ 14,838 in equity loss from affiliates for the investment in MCU-P for the years ended December 31, 2022 and 2021, respectively.

Based on the lack of a known, cash-generating operating sites for MCU-P operations, and the costs associated with relocating and deploying to a new site, there is no known reasonable possibility of future cash flows from MCU and MCU-P and we no longer expect to recover the investment.

During the year ended December 31, 2022, the investment of $ 1,960,448 in MCU was deemed unrecoverable and was fully impaired.

During the year ended December 31, 2022, the investment of $ 494,884 and notes receivable of $ 1,628,913 to MCU-P were both deemed unrecoverable and fully impaired.

On June 18, 2022, the members of MCU agreed to distribute 100 % of MCU's assets to the Company, including the cash held by MCU and MCU-P of $ 895,204 and the remaining 50 % of MCU-P common stock, in exchange for forgiveness of the debt owed by MCU-P to the Company which was fully impaired in the three-month period ended March 31, 2022.

The cash and proceeds of assets liquidated of $ 895,204 were recognized as a recovery of impairment of assets in other income (expense) of the Company for the year ended December 31, 2022, with $ 590,000 from MCU and $ 305,204 from MCU-P.

As a result of the MCU asset distribution, we now own 100 % of the stock of MCU-P and began consolidating the investment as of June 18, 2022.

The carrying value of the investment on the acquisition date was $ 0 and the net assets remaining after distributing the cash in repayment of the note receivable were insignificant.

MCU-P holds equipment that was fully impaired prior to the asset acquisition, and the remaining net assets included insignificant amounts of cash and accounts payable.

Mercury remediation operations at MCU-P had ceased prior to the distribution date.

Investment in Pelen LLC

In April 2020, the Company invested $ 602,500 in Pelen LLC in exchange for 25 % ownership.

On September 1, 2020, we paid $ 100,000 for a one-year option to purchase 75 % of the membership interests of Pelen LLC ("Pelen") not owned by the Company for a purchase price of $ 3,750,000 .

On August 26, 2021, we paid an additional $ 100,000 for a one-year extension of the option increasing the purchase price to $ 4,400,000 .

On September 2022, we paid an additional $ 100,000 for a one-year extension of the option increasing the purchase price to $ 4,400,000 .

The Company impaired $ 150,000 of the total $ 300,000 deposits as per the contract only 50 % of the deposits will be applied against the purchase price.

At December 31, 2022, and 2021, the balance of option payments of $ 150,000 and $ 200,000 , respectively, are included in deposits in current assets on the consolidated balance sheets.

The Company recorded $ 28,133 in equity income from affiliates and $ 12,663 in equity loss from affiliates for the investment in Pelen for the years ended December 31, 2022 and 2021.

Investment in Sierra Springs Opportunity Fund, Inc.

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("SSE"), a qualified opportunity zone business.

We expect to own 9 % of SSOF upon issuance by SSOF of all 75 million authorized shares to investors.

At December 31, 2021, our $ 335,000 investment in SSOF and 6,700,000 voting shares represent 12 % of total as converted SSOF common shares .

At December 31, 2022, our $ 335,000 investment in SSOF and 6,700,000 voting shares represent 11.64 % of total SSOF common shares on a fully diluted basis.

The SSOF investment is accounted for at cost less impairment because there is no ready market for the investment units and is recorded to non-current investments on the consolidated balance sheets.

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Management concluded it was impractical to estimate fair value due to the early stages of the fund and the absence of a public market for its stock.

The Company additionally provided SSOF with a total of $ 4,935,000 (“SSOF Advances”), including $ 3,285,000 and $ 1,650,000 provided during the years ended December 31, 2021, and 2020, respectively to be used by SSOF for deposits and payments on land and other facilities related to investments in qualified businesses in the opportunity zone.

The advances are non-interest-bearing and are expected to be repaid on or before the sale of our Silver Springs Properties to SSE during the first half of 2022 ( see Note 4, Assets Held for Sale ).

The $ 4,935,000 of advances are recorded on the consolidated balance sheets at December 31, 2021 in notes receivable and advances, net.

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 $ 450,000 investment and 9,000,000 voting shares of our CEO and two of our directors represent 16.4 % of total as converted SSOF common shares.

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

The Company's CEO is an executive.

Management concluded that SSOF is a VIE of the Company because the Company has both operational and equity risk related to SSOF, and SSOF currently has insufficient equity at risk.

As the Company is not the primary beneficiary, SSOF is not consolidated.

At December 31, 2022 and December 31, 2021, the Company’s investment in SSOF is presented on the consolidated balance sheets as a non-current investment.

At December 31, 2022, the Company’s maximum exposure to loss as a result of its involvement with SSOF is limited to its investment of $ 335,000 and the advances of $ 4,990,000 .

NOTE 3 NOTES RECEIVABLE AND ADVANCES, NET

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Current portion

Tonogold note receivable, face value $ — $ 4,475,000

Unrealized gain — 1,023,500

Tonogold note receivable, fair value — 5,498,500

Sierra Springs advances receivable $ 4,990,000 $ 4,935,000

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Non-current portion

Daney Ranch note receivable 993,000 —

Unamortized discount for implied interest ( 33,682 ) —

Daney Ranch note receivable, net of discount 959,318 —

Tonogold note receivable, face value — 6,650,000

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MCU-Philippines note receivable, non-current portion, net — 1,598,841

Total notes receivable and advances, net $ 13,818,386 $ 8,009,440

We expect the Tonogold Note to be cancelled in exchange for the membership interests of Comstock Mining LLC (see Note 22, Subsequent Events ), which investment is classified as a non-current asset at December 31, 2021.

NOTE 4 ASSETS HELD FOR SALE

The Company had classified the Silver Springs Properties as assets held for sale at December 31, 2020.

We previously committed to a plan to sell certain land and water rights.

On September 26, 2019, we entered into the Silver Springs Purchase Agreement with SSE, which calls for the sale by the Company to SSE of 98 acres of industrial land with senior water rights for $ 6,500,000 (“SSP Tract I”), and 160 acres of commercial land with Downtown Silver Springs LLC (“DTSS”) membership interest rights for $ 3,600,000 (“SSP Tract II”), for a total purchase price of $ 10,100,000 .

At December 31, 2021, we have received deposits in cash and escrow from SSE totaling $ 400,000 towards the purchase of the Silver Springs Properties, which is recorded in deposits under current liabilities on the Company’s consolidated balance sheets.

As a result of the delay in sale of the Silver Springs Properties, the Company was not certain the sale would occur within the next year, and the assets were reclassified to assets held for use and are included in properties, plant and equipment on the consolidated balance sheets at December 31, 2021.

Assets held for sale at December 31, 2021 and 2020 include:

12/31/21 12/31/20

Silver Springs Properties

SSP Tract 1 $ — $ 3,589,876

SSP Tract II — 2,738,462

Total assets held for sale $ — $ 6,328,338

NOTE 5 PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets at December 31, 2021 and 2020 consisted of the following:

12/31/21 12/31/20

Accounts receivable - service income $ 25,944 $ —

Accounts receivable - Tonogold reimbursements 407,127 —

Accrued interest receivable 487,651

Surety bond and insurance 229,124 139,527

Receivable on sale of equity securities — 200,000

Other 187,137 195,951

Total prepaid expenses and other current assets $ 1,336,983 $ 535,478

On December 16, 2020, the Company entered into a securities purchase agreement with Wingfield Tono, LP (“Wingfield”), and agreed to sell 15,666,667 Tonogold common shares at $ 0.33 per share in three closings.

On December 23, 2020, the Company transferred 3,333,333 Tonogold common shares to Wingfield for total proceeds of $ 1.1 million.

At December 31, 2020, the Company had received $ 0.9 million in connection with the securities purchase agreement.

The remaining $ 200,000 was a receivable as of December 31, 2020.

On April 13, 2021, Wingfield returned 606,601 of the Tonogold common shares previously transferred under the Wingfield securities purchase agreement.

The return of the shares eliminated a $ 200,000 receivable from Wingfield and terminated the securities purchase agreement.

Deposits at December 31, 2021 and 2020 consisted of the following:

12/31/21 12/31/20

Security deposits $ 5,399 $ —

Land and property deposits 40,100 42,600

Pelen option 200,000 100,000

Vendor deposits 101,955 3,000

Total deposits, current 347,454 145,600

Vendor deposits, non-current 3,219,607 —

Total $ 3,567,061 $ 145,600

At December 31, 2021, LINICO had $ 3,219,607 in deposits with various vendors for the plant and equipment which have been classed as non-current deposits on the consolidated balance sheet.

On September 1, 2020, we paid $ 100,000 for a one-year option to purchase 75 % of the membership interests of Pelen LLC ("Pelen") not owned by the Company for a purchase price of $ 3,750,000 .

On August 26, 2021, we paid an additional $ 100,000 for a one-year extension of the option increasing the purchase price to $ 4,400,000 .

Total notes receivable and advances, non-current portion, net $ 959,318 $ 8,853,841

Daney Ranch Sale

In August 2022, the Company sold the Daney Ranch and issued a 10-year $ 993,000 note receivable maturing in August 2032 to the former lessee and purchaser (see Note 8, Leases ).

The note bears interest at 2 % for the first year and 7 % for the remaining term.

The note may be prepaid all or in part at any time without penalty.

The note is secured by a second priority security interest in the property.

The present value of the future interest and principal payments using a prevailing rate for similar loans of 7 % was less than the face amount of the loan at issuance and we recognized a discount of $ 51,909 .

The discount will be amortized into interest income over the first year of the note and the note is measured on an amortized cost basis.

During the year ended December 31, 2022, we recognized interest income of $ 25,519 on the Daney Ranch note receivable.

Tonogold Note Receivable

We recognized losses on the change in fair value of the Tonogold note receivable $ 605,000 and $ 418,500 in other income and expense for the years ended December 31, 2022 and 2021, respectively (See Note 2, Acquisitions and Investments).

We accounted for the note receivable using the fair value option.

Advances to Sierra Springs Opportunity Fund, Inc.

The Company provided SSOF with $ 3,285,000 in advances during the year ended December 31, 2021, to be used by SSOF for deposits and payments on land and other facilities related to investments in qualified businesses in the opportunity zone.

The advances are non-interest-bearing.

On January 3, 2022, the Company made a SSOF Advance of $ 1,300,000 , for use by SSE in paying deposits for contracted property purchases.

This amount was fully repaid on January 26, 2022.

During the fourth quarter of 2022, the Company made additional SSOF Advances of $ 55,000 .

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

NOTE 4 PROPERTY, PLANT AND EQUIPMENT, NET AND MINERAL RIGHTS

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During the years ended December 31, 2022 and 2021, the Company recognized depreciation expense of $ 0.6 million and $ 0.5 million, respectively.

In August 2022, the lessee of the Daney Ranch property exercised the purchase option under the lease to purchase the property for a net purchase price of $ 2,441,090 and recognized a gain of $ 1,055,623 against the carrying value of the underlying land and buildings of $ 1,385,467 (see Note 8, Leases ).

Mineral Rights and Properties

Comstock and its subsidiaries own, control, or retain an interest in 9,358 acres located in Storey and Lyon Counties, Nevada, just south of Virginia City, Nevada (referred to collectively herein as the “Comstock Mineral Estate”), including 2,396 acres of patented claims and surface parcels, approximately 6,962 acres of unpatented claims administered by the BLM, five mineral leases, one joint venture (providing exclusive rights to exploration, development, mining and production), royalty interests, and fee ownership of real property, including 126 patented and 392 unpatented mineral lode claims, as well as 39 unpatented placer claims.

Our properties at December 31, 2021 and December 31, 2020 consisted of the following:

The Company owns, controls, or retains an interest in 9,358 acres located in Storey and Lyon Counties, Nevada, just south of Virginia City, Nevada (referred to collectively herein as the “Comstock Mineral Estate”), including 2,396 acres of patented claims and surface parcels, approximately 6,962 acres of unpatented claims administered by the BLM, five mineral leases, one joint venture (providing exclusive rights to exploration, development, mining and production), royalty interests, and fee ownership of real property, including 126 patented and 392 unpatented mineral lode claims, as well as 39 unpatented placer claims.

The Comstock Mineral Estate includes the Lucerne mineral properties with a carrying value of $ 5,902,307 as of

December 31, 2022 that was acquired from Tonogold in 2022 (see Note 2 Acquisitions and Investments ).

Our properties at December 31, 2022 and 2021 consisted of the following:

12/31/22 12/31/21

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Total mineral rights and properties $ 12,571,418 $ 6,669,111

The Comstock Mineral Estate is partitioned for management purposes based on identified resource areas and exploration targets.

During the years ended December 31, 2021 and 2020, we did not record any depletion expense, as none of the properties are in production.

All of our mineral exploration and mining lease payments are classified as mining and mining claims costs and expenses in the consolidated statements of operations.

The Comstock Mineral Estate includes all of the Company's resource areas and exploration targets.

During the years ended December 31, 2022 and 2021, we did not record any depletion expense, as none of the properties are currently in production.

All of our mineral exploration and mining lease payments are classified as selling, general and administrative expenses in the consolidated statements of operations.

NOTE 5 RECLAMATION BOND DEPOSIT

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The bond is intended to cover the estimated costs required to safely reclaim the natural environment to the regulatory standards established by the State of Nevada’s Division of Environmental Protection.

Accordingly, the Company has a $ 6.8 million reclamation surety bond through the Lexon Surety Group (“Lexon”) with the State of Nevada’s Bureau of Mining Regulation and Reclamation at December 31, 2021.

The Company also has a $ 0.5 million surety bond with Storey County for mine reclamation at December 31, 2021.

Accordingly, the Company has a $ 6,751,950 reclamation surety bond through the Lexon Surety Group (“Lexon”) with the State of Nevada’s Bureau of Mining Regulation and Reclamation at December 31, 2022.

The Company also has a $ 500,000 surety bond with Storey County for mine reclamation at December 31, 2022.

As part of the surety agreement, the Company agreed to pay a 2.0 % annual bonding fee.

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The Lexon collateral at December 31, 2022 and 2021, includes earned income of $ 120,879 and $ 89,009 respectively, which has been left on deposit at BNY Mellon.

The total cash collateral is a component of the reclamation bond deposit on the consolidated balance sheets at the years ended December 31, 2021 and 2020.

The total cash collateral is a component of the reclamation bond deposit on the consolidated balance sheets for the years ended December 31, 2022 and 2021.

NOTE 6 INTANGIBLE ASSETS AND GOODWILL

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Distribution agreements 4,497 1,499

Trademarks 701 —

Accumulated amortization $ 2,379,091 $ 338,958

Amortization expense related to intangible assets of $ 569,721 was recorded for the year ended December 31, 2021.

Accumulated amortization of $ 230,763 was written off as part of the impairment of the MANA customer agreement intangible asset during the year ended December 31, 2021.

Amortization expense related to intangible assets of $ 2,171,646 and $ 569,721 was recorded for the years ended December 31, 2022 and 2021, respectively.

The estimated economic lives shown above were at the closing dates of the respective acquisitions.

2 unchanged sentences

The Company is party to three license agreements with American Science and Technology Corporation (“AST”), pursuant to which Comstock Innovations agreed to license AST’s intellectual properties for use at three facilities in exchange for three facility-specific license fees of $ 500,000 each, and a royalty fee equal to 1.0 % of the gross revenue of each of the first three licensed facilities.

Comstock IP Holdings is also party to a research agreement with Virginia Polytechnic Institute and State University (“Virginia Tech”), and an exclusive license agreement with Virginia Tech’s affiliate, Virginia Tech Intellectual Properties, Inc.

(“VTIP”) pursuant to which Comstock IP Holdings agreed to (i) pay Virginia Tech $ 438,410 to conduct sponsored research;

and (ii), license VTIP’s related intellectual property on a worldwide exclusive basis in exchange for a royalty fee equal to 1.0 % of the applicable net sales, subject to a minimum annual royalty of $ 5,000 per year.

The Company also has developed technologies valued at $ 18,882,401 (See Note 2, Acquisitions and Investments ).

Amortization of intangible assets was $ 338,958 for the year ended December 31, 2021.

During the year ended December 31, 2022, the Company paid $ 500,000 toward the license fees which are recognized as an addition to intangible assets - developed technologies.

The Company is also party to a research agreement with Virginia Polytechnic Institute and State University (“Virginia Tech”), and an exclusive license agreement with Virginia Tech’s affiliate, Virginia Tech Intellectual Properties, Inc.

(“VTIP”), pursuant to which the Company agreed to (i) pay Virginia Tech $ 438,410 to conduct sponsored research;

and (ii) license VTIP’s related intellectual property on a worldwide exclusive basis in exchange for a royalty fee equal to 1.0 % of the applicable net sales, subject to a minimum annual royalty of $ 5,000 per year and paid Virginia Tech $ 201,987 in 2022 and $ 88,495 in 2021 for their research.

Future minimum amortization expense is as follows at December 31, 2022:

6 unchanged sentences

Changes in the intangible assets and goodwill balances for the year ended December 31, 2022 are presented below:

As of December 31, 2020 Acquisitions Additions Impairment Amortization As of December 31, 2021

As of December 31, 2021

Additions Assets Held for Sale Impairment Amortization As of December 31, 2022

Intangible assets $ 23,514,259 $ 500,000 $ ( 3,621,487 ) $ ( 350,000 ) $ — 20,042,772

2 unchanged sentences

Total intangible assets and goodwill $ 35,963,972 $ 500,000 $ ( 3,501,939 ) $ ( 13,126,706 ) $ ( 2,171,646 ) $ 17,663,681

All intangibles and goodwill are associated with the Renewable Energy Products segment.

Changes in the intangible assets and goodwill balances for the year ended December 31, 2021 are presented below:

As of December 31, 2020

Acquisitions Additions Impairment Amortization As of December 31, 2021

Intangible assets — 23,125,786 850,000 ( 461,527 ) — 23,514,259

Accumulated amortization — — — 230,763 ( 569,721 ) ( 338,958 )

Goodwill — 18,952,517 — ( 6,163,846 ) — 12,788,671

Total intangible assets and goodwill $ — $ 42,078,303 $ 850,000 $ ( 6,394,610 ) $ ( 569,721 ) $ 35,963,972

All intangibles and goodwill are associated with the renewable energy segment.

During the year ended December 31, 2022, the Company fully impaired the goodwill associated with acquisitions in 2021 of $ 12,788,671 during the year ended December 31, 2022, in the renewable energy products segment.

Our assessment reviewed both qualitative and quantitative factors to value the estimated fair value.

The Company fully impaired the goodwill associated with acquisitions in2021 due to a decrease in the Company's market capitalization attributed to a decrease in the stock price since the acquisition date.

Our valuation method incorporated the present value of projected cash flows to calculate the discounted cash flows compared to the guideline for public companies.

We compared the fair value as indicated by the discounted cash flows of the reporting unit to the carrying value of the goodwill and recognized a full impairment of goodwill associated with our acquisitions in 2021.

As of December 31, 2022, assets held for sale accounted for $ 3,501,939 of intangible assets, net of related amortization of $ 119,548 (See Note 8, Leases ).

NOTE 7 ACCRUED EXPENSES AND OTHER LIABILITIES

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Accrued interest expense $ 43,398 $ 12,329

Accrued Northern Comstock LLC — 180,833

Accrued payroll costs 627,210 817,062

Accrued directors fees — 60,000

Accrued executive bonuses 928,125 —

Accrued vendor liabilities 115,653 77,062

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Total accrued expenses $ 1,719,597 $ 939,443

On July 1, 2022, the Board of Directors approved a performance objective based, cash incentive bonus for executives of the Company, with the potential to earn a performance bonus of up to 100 % of base salary.

The bonuses are discretionary and based on the progress and achievement of performance objectives as depicted in the strategic plan approved by the Board of Directors.

The final assessment of progress and achievement requires the compensation committee’s approval.

As of December 31, 2022, the Company accrued $ 928,125 for the cash incentive bonus plan.

NOTE 8 LEASES

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Lease Assets and Liabilities Classification December 31, 2022 December 31, 2021

Finance lease right-of-use asset Right of use asset $ 15,033,000 $ —

Operating lease right-of-use asset Other assets 46,897 51,294

Finance lease right-of-use asset Asset, held for sale $ 15,709,039 $ —

Finance lease right-of-use asset Finance lease - right to use asset, net 2,911,458 15,033,000

Operating lease right-of-use asset Other current assets 42,061 46,897

Total right of use assets $ 18,662,558 $ 15,079,897

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Operating lease liability - long-term Other liabilities 40,193 45,403

Finance lease liability Lease liability 13,043,499 $ —

Finance lease liability Lease liability - held for sale 12,021,566 —

Finance lease liability, current portion Finance lease - Right of use lease liability 409,143 13,043,499

Finance lease liability Finance lease - Right of use lease liability, long term portion 406,968 —

Total lease liabilities $ 12,883,081 $ 13,093,290

The Company has the following lease costs recorded in the consolidated statements of operations as follows:

Year Ending December 31,

Year Ended December 31,

Finance lease cost:

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Other information

Cash paid for amounts included in the measurement of lease liabilities $ — $ —

Operating cash flows from finance leases — —

Operating cash flows from operating leases 9,650 9,350

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Right-of-use assets and finance lease liabilities acquired with LINICO transaction (Note 2) — 15,033,000

Non-cash modification of AQMS lease 1,147,669 —

Right-of-use asset and lease acquired (AST) 839,439 —

Right-of-use acquired with shares of common stock (Haywood) 2,100,000 —

The Company has the following weighted average remaining lease terms and discount rates for our finance and operating leases:

Weighted-average remaining lease term - finance leases 1.33 0.75

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Finance Lease

On February 15, 2021, LINICO Corporation (“LINICO”) and Aqua Metals Reno Inc.

(the “Landlord”), a subsidiary of Aqua Metals Inc.

(“AQMS”), entered into an industrial lease (the “AQMS Lease Agreement”), for the land, buildings and related improvements (the “Battery Recycling Facility”).

The AQMS Lease Agreement is for a two-year term and commences on April 1, 2021, and provides for lease payments of $ 68,000 per month during months 1 to 12, $ 81,600 per month during months 13 to 18 and $ 100,640 per month during months 19 to 24.

Pursuant to the AQMS Lease Agreement, LINICO also has the right to purchase the Battery Recycling Facility for (i) $ 14,250,000 , if the purchase is made on or prior to October 1, 2022, or (ii) $ 15,250,000 , if the purchase is made after October 1, 2022 (“Purchase Option”).

LINICO paid the initial $ 1,250,000 nonrefundable deposit under the AQMS Lease Agreement that was due on or before October 15, 2021, which is included in deposits on the consolidated balance sheets as of December 31, 2021.

The payment will be applied to the purchase price if the Purchase Option is exercised.

The AQMS Lease Agreement also grants the Company the right to consummate the Purchase Option if LINICO and the Landlord agree that LINICO will not exercise the Purchase Option.

We assumed we will exercise the option to purchase the Battery Recycling Facility on or before October 1, 2022.

We recognized the AQMS lease as a new finance lease as part of the asset acquisition of LINICO with an assumed lease term of ten months , total payments of $ 13,693,600 payable through the purchase option date of October 1, 2022, discounted at the Company's incremental borrowing rate of 6 % and an estimated useful life of 30 years for the right-of-use asset.

The value of the right-of-use asset and lease liability upon acquisition, including the pro rata allocation of excess value from the asset acquisition was $ 15,033,000 .

We acquired the lease on December 30, 2021 and no interest expense or amortization of the right-of-use asset was recorded during the year ended December 31, 2021.

We used judgment in estimating the expected timing of exercise of the purchase option, the purchase option price and the discount rate applied in calculating the right-of-use asset and lease liability.

Timing of exercise of the option and the related exercise price may differ from our estimates.

We recognized a lease intangible asset as part of the LINICO asset acquisition in the amount of $ 3,622,488 (see Note 2, Acquisitions and Investments ), representing the value of the purchase option at the date of acquisition.

Operating Lease

LINICO has a finance lease, as lessee, with Aqua Metals Reno Inc., a subsidiary of AQMS, for an industrial lease, including the land, buildings and related improvements (the “Battery Recycling Facility”).

AQMS is the non-controlling interest holder for LINICO and a related party.

LINICO did not exercise the purchase option on October 1, 2022, and paid an additional $ 2,000,000 on October 25, 2022, effectively extending the option until March 31, 2023.

The lease amendment in October 2022 increased the lease term from 16 to 19 months with an annual discount rate of 6 % and expected future lease payments resulted in a $ 1,147,669 increase to the lease liability and right of use asset.

In March 2023, the Company sold the related building, land and equipment for $ 27,000,000 (See Note 20, Subsequent Events ).

Assets Held for Sale

The Company committed a plan to sell certain land, buildings and related improvements under the AQMS lease.

As of December 31, 2022, the AQMS lease assets and other assets associate with the AQMS lease with a net carrying value of $ 21,684,865 and liabilities of $ 12,021,566 that met the criteria to be classified as assets held for sale.

Proceeds from the sale of these assets are required to be used to satisfy obligations due under the terms of the AQMS lease in which LINICO has a finance lease, as lessee, with Aqua Metals Reno Inc., a subsidiary of AQMS.

Assets held for sale at December 31, 2022 include:

Right of use lease asset, net of amortization $ 15,709,039

Lease intangible, net of amortization 3,501,939

Deposits 1,250,000

Property, plant and equipment 710,563

Construction in progress 513,324

Total assets held for sale $ 21,684,865

Liabilities held for sale at December 31, 2022 include:

Right of use lease liability $ 12,021,566

Total liabilities held for sale $ 12,021,566

LINICO Construction in Progress

At December 31, 2022, the construction in progress assets were classified as assets held for sale of $ 513,324 .

During the year ended December 31, 2022, we recognized $ 1,586,481 of which had been previously classified as construction in progress as research and development expenses.

The Company did not recognize research and development expenses for LINICO for the year ended December 31, 2021.

AST Asset Purchase Agreement

On April 16, 2021, the Company entered into three license agreements and an asset purchase agreement with AST.

The license agreements provided for full use of the facility and all machinery and equipment located therein until April 30, 2022 (see Note 6, Intangible Assets and Goodwill ).

Under the Asset Purchase Agreement ("Asset Purchase Agreement"), the Company agreed to acquire substantially all of AST’s assets in exchange for $ 3,920,000 , payable $ 35,000 per month from May 1, 2022 to April 30, 2023, $ 1,750,000 on April 30, 2023, and $ 1,750,000 on April 30, 2024.

Beginning May 1, 2022, the Asset Purchase Agreement provides for full access and use of the AST assets until all payments are made and title transfers to the Company.

All of the assets purchased under the agreement are being used for research and development activities.

The machinery and equipment acquired was built for a specific purpose and is being used in testing for development of the technology required to process woody biomass into intermediate materials that can be converted into paper products and fuels.

These assets have no alternative future use.

The facility purchased is an industrial property located in Wausau, Wisconsin with an alternative use.

The asset purchase agreement was accounted for as a finance lease with a purchase option which we are reasonably certain will be exercised.

The consideration in the contract was allocated to the separate lease and non-lease components of the contract based on their relative standalone estimated fair values.

The total of the lease payments was first allocated to the building, which has an observable price, and the remainder was allocated to the machinery and equipment.

The initial measurement of the right-of-use asset and lease liability was $ 839,439 using the allocated consideration in the contract of $ 935,759 for the building discounted using the Company’s incremental borrowing rate at lease commencement of 7.87 % because there is no rate implicit in the lease contract.

The incremental borrowing rate was determined based on debt acquired by the Company at the end of 2021, adjusted for increases in the risk-free rate.

The building is being depreciated over a 20 -year useful life and the lease liability will be amortized over the two-year lease term.

Under this agreement, payment associated with the machinery and equipment acquired were $ 213,160 which is classified as research and development expense on the consolidated statement of operations.

Haywood Quarry Acquisition and Lease Agreement

On April 7, 2022, the Company contracted to purchase Haywood quarry and industrial property (“Haywood”) from Decommissioning Services LLC (“Decommissioning Services”) for $ 2.1 million, payable in $ 50,000 of cash and 1,500,000 common shares of Comstock with a value of $ 2,295,000 .

The Haywood property represents approximately 190 industrial acres

in Lyon County, Nevada, and part of one of the larger industrial parks in Lyon County.

The property has power, water and direct highway access.

The Company plans to employ a portion of the property for used lithium-ion battery storage, supporting LINICO's battery metal recycling.

The closing and purchase of the asset is contingent on liquidation of the shares and receipt of the full purchase price by the seller.

The Company agreed to make up any shortfall if the proceeds from the sale of the shares plus the deposit are less than $ 2.1 million, and the seller agreed to refund any excess proceeds.

This shortfall has been recorded as a derivative asset on the consolidated balance sheets in connection with the Haywood acquisition and lease from Decommissioning Services (See Note 13, Fair Value Measurements)

During the period between execution of the agreement and closing, the property is leased to us for no additional compensation, providing exclusive rights to access, use or sublease portions of the property, to obtain permits and prepare the property for its intended purpose, including improvements.

If the conditions for closing are not satisfied within 12 months of signing, the agreement will terminate and Decommissioning Services will retain a total of $ 200,000 in rental fees for use of the property.

We agreed to pay Decommissioning Services a 2 % royalty of the sales price of any gravel, aggregate, or rock products produced and sold from Haywood, excluding the removal of materials that have been pledged to a third-party for improvements made.

In September 2020, the Company, as lessor, leased real property and improvements located at 25 Daney Canyon Road, Dayton, Nevada (“Daney Ranch”) under a 36-month lease agreement commencing September 1, 2020, subject to early termination upon exercise of a purchase option.

The option allowed the lessee to purchase the property for $ 2,700,000 less all rental payments made in the first 24 months if exercised within the first two years of the agreement.

At lease inception, it was not reasonably certain the lessee would exercise the purchase option and the lease was classified as an operating lease.

All lease payments were recognized as rental income and the property was classified as assets held for use in property, plant and equipment during the term of the lease.

In August 2022, the lessee exercised the option and completed the purchase of the Daney Ranch property, which resulted in lease termination and derecognition of the underlying assets (see Note 3, Notes Receivable and Note 4, Property, Plant and Equipment, Net and Mineral Rights ).

Operating Leases

The Company has an operating lease, as lessee, with Sutro as lessor, for a property located adjacent to the Gold Hill Hotel, which is primarily used as a room rental.

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For the years ended December 31, 2022 and 2021, the fixed operating lease expense was $ 10,099 and $ 10,099 , respectively with a remaining term of 5.76 years.

Maturities of lease liabilities by fiscal year for the Company's operating lease is as follows:

Minimum lease payments to be paid by the Company by fiscal year for the Company's operating and finance leases are as follows:

Operating Leases Finance Leases

2023 $ 9,950 $ 451,169

2024 10,250 417,750

2025 10,550 —

2026 10,850 —

2027 11,150 —

Thereafter 9,500 —

Total lease payments 62,250 868,919

Imputed interest at 11 %

imputed interest ( 16,846 ) ( 52,808 )

Present value of lease liabilities 45,404 816,111

Maturities of lease liabilities for the Company's finance lease are $ 13,693,600 , all payable in 2022, with imputed interest of $ 650,101 .

Operating Lease Income

Revenues from operating leases on our land and building leased to others totaled $ 169,100 and $ 228,123 for the years ended December 31, 2022 and 2021, respectively.

Maturities of lease payments for operating leases to others are as follows:

Minimum lease payments for operating leases to be received from others are as follows:

2023 $ 86,325

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$ 4,290,000 $ 5,000,000

Georges Trust Unsecured Promissory Notes - 12 % interest, due September 2021

Concorde Trust Unsecured Promissory Notes - 12 % interest, due September 2021

Bean Trust Unsecured Promissory Note - 12 % interest, due September 2021

GHF Inc Unsecured Promissory Note - 12 % interest, due September 2021

Note Payable (Caterpillar Financial Services) - 5.7 % interest.

Alvin Fund LLC Promissory Note - 9 % interest, due October 25, 2023

Ionic Unsecured Convertible Promissory Note - 8 % interest, due March 16, 2024

Total debt 9,440,000 5,000,000

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Long-term debt, net of discounts and issuance costs $ 6,121,443 $ 4,486,256

Concorde Trust, Bean Trust, Georges Trust, GHF, Inc.

Jolcover Unsecured Promissory Notes

Unsecured Promissory Note

We entered into a long-term promissory note ("GHF 2021 Note") with GHF, Inc.

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Prepayment is allowed in full or in part at any time without premium or penalty.

The loan is secured by all non-mining related assets of the Company, Silver Springs land and water rights, and the Daney Ranch, excluding the Lucerne and Dayton properties.

The loan is secured by all non-mining related assets of the Company and, Silver Springs land and water rights, excluding the Lucerne and Dayton properties.

The Company is required to prepay the promissory note with any net cash proceeds received in the sale of any collateral.

If the promissory note has not been paid in full on or prior to December 15, 2022, the Company will issue warrants to GHF allowing them to purchase 1,000,000 shares of the Company’s common stock, half of which are exercisable at a price per share of 150 % of the 20 -day volume weighted average closing price (“VWAP”) of the Company’s common stock on its primary trading market for the 20 consecutive trading days preceding December 15, 2021, and the remainder at a price per share of 135 % of the 20 -day VWAP as determined on December 15, 2022.

At December 31, 2021, the warrants were valued at $ 70,879 .

We recognized interest expense of $ 19,720 during the year ended December 31, 2021 in connection with the GHF 2021 Note.

On August 6, 2020, the Company entered into three unsecured promissory notes (together with the additional promissory notes with the Concorde Trust and GHF Inc.

described below, the "Promissory Notes") with an original aggregate principal amount of $ 4,475,000 , an original issue discount ("OID") of $ 225,000 , and an interest rate of 12 % per annum payable monthly, and a maturity date of September 20, 2021.

On October 1, 2020, the Company revised and divided the Concorde Trust promissory note of $ 3.68 million into two separate Promissory Notes totaling the same amount, that is, a new promissory note to Georges Trust for $ 3.04 million and a revised promissory note to Concorde Trust for $ 0.64 million, representing entities under common control with one another but not with the Company.

This note was paid in full during 2021.

On October 1, 2020, the Company paid the Scott H.

Jolcover promissory notes in full, with a principal payment of $ 150,000 plus OID of $ 1,216 .

At December 31, 2020, the former employee had no outstanding Promissory Notes, and had received $ 2,876 in payments of interest and $ 151,216 in payments of principal during the year ended December 31, 2020.

On October 5, 2020, the Company paid $ 1.7 million in principal for the Georges, Concorde, and Bean Promissory Notes, plus earned OID of $ 15,143 .

On October 9, 2020, the Company paid an additional $ 0.5 million in principal for the remaining Promissory Notes, plus earned OID of $ 4,716 .

These payments reduced the principal balance on the notes to approximately $ 1.9 million.

This note was paid in full during 2021.

On December 4, 2020, the Company entered into two additional Promissory Notes with the Concorde Trust and GHF Inc., which had an original aggregate principal amount of $ 1,309,589 , were issued at an original issue discount of $ 59,589 , bore interest at a rate of 12 % per annum payable monthly, and mature on September 20, 2021.

This note was paid in full during 2021.

Interest expense on the Promissory Notes was $ 139,213 for the year ended December 31, 2021, including OID amortization of $ 71,289 .

Accrued interest of $ 31,700 was included in accounts payable on the consolidated balance sheets at December 31,

Interest expense on the Promissory Notes was $ 223,543 for the year ended December 31, 2020 including OID amortization of $ 66,868 .

GF Comstock 2 LP

On January 13, 2017, the Company issued a $ 10.7 million Debenture to GF Comstock 2 LP ("Debenture") due January 13, 2021.

Interest was payable semi-annually.

The Debenture was issued at a discount of approximately $ 0.6 million and with additional issuance costs of approximately $ 0.5 million.

The Debenture also required an additional make whole obligation totaling approximately $ 0.7 million.

The Company recorded the Debenture at face value on the consolidated balance sheets, net of the discount, issuance costs and make whole obligation, which approximated its estimated fair value.

The discount, issuance costs and make whole obligation were amortized to interest expense during the term of the Debenture.

On August 11, 2020, the Company retired the Debenture by paying the remaining principal balance of $ 4.0 million, plus the remaining make whole obligation of $ 0.2 million and recognized a loss on early retirement of debt of $ 51,000 .

Interest expense on the Debenture was $ 0.4 million for the year ended December 31, 2020 of which Tonogold reimbursed $ 0.3 million for the year ended December 31, 2020, which was netted against interest expense in the consolidated statements of operations.

Caterpillar Equipment Facility

On June 27, 2016, the Company completed an agreement with Caterpillar Financial Services Corporation ("CAT") relating to certain finance and lease agreements for equipment (the “CAT Agreement”).

The Company paid down its obligations with the net proceeds from the financed and leased equipment sold during the second and third quarters of 2016, with the remaining balance to be paid off from a monthly payment schedule of primarily $ 29,570 monthly payments until the amounts have been paid in full.

The note held an interest rate of 5.7 % per annum.

The obligations were recorded at face value on the consolidated balance sheets, which approximated fair value.

On June 29, 2020, Comstock and CAT modified the CAT Agreement allowing for four months of deferred payments, with no extension of terms, beginning with the May 1, 2020, payment and extending through August 1, 2020.

Interest payable for the four deferred payments was added to principal, after which payment amounts were increased to $ 37,817 per month, beginning on September 1, 2020.

On March 4, 2021, we retired the Caterpillar Financial Services loan by paying the remaining principal balance of $ 296,171 .

On December 15, 2022 the Company issued warrants to GHF allowing them to purchase 1,000,000 shares of the Company’s common stock, 500,000 of which are exercisable at a price per share of $ 0.4555 and the remaining 500,000 at a price per share of $ 2.5217 .

The warrants are exercisable for a period of two years commencing on December 15, 2022, and ending on December 15, 2024.

Fair value of warrants were calculated using a Black-Scholes model with the following inputs:

stock price on the grant date of $ 0.54 and exercise price of $ 1.00 per share;

expected term of 2 years;

annualized discount rate of 3.32 %;

and annualized volatility of 61.82 %.

The warrants had a fair value of $ 708,789 on issuance date at which time the Company estimated a 10 % probability that the warrants would be issued resulting in an initial discount on debt of $ 70,897 .

In December 2022, the contingency was resolved upon issuing the warrants, the discount on the note was increased by $ 637,910 and related amortization was adjusted to reflect the increase in 2022.

During the years ended December 31, 2022 and 2021, we recognized

interest expense of $ 715,089 , which includes OID amortization of $ 429,912 , and $ 19,720 , respectively, in connection with the GHF 2021 Note.

On August 22, 2022, the Company amended the GHF promissory note’s prepayment provision to reduce the amount required to be paid from the Daney Ranch sale to $ 710,000 of the net cash proceeds.

As consideration for the amendment, the Company issued GHF, Inc.

warrants to purchase 200,000 common shares exercisable at a price of $ 1.00 per share for a two-year term.

The warrants had a fair value of $ 18,975 on the date of issuance and was recorded as an additional debt discount with a corresponding increase in additional paid-in capital.

During the years ended December 31, 2022 and 2021, we recognized interest expense of $ 715,089 which includes OID amortization of $ 429,912 and $ 19,720 , respectively, in connection with the GHF 2021 Note.

Alvin Note Fund Note

We entered into a short-term promissory note ("Alvin Fund 2022 Note") with Alvin Fund LLC on October 25, 2022 with a principal amount of $ 2,000,000 .

In consideration of the lender providing the financing, the Company issued $ 250,000 in shares to the lender which was recognized as a discount on the loan.

The full principal is due on October 25, 2023.

Interest is payable monthly at a rate of 9 % annually.

Prepayment is allowed in full or in part at any time without premium or penalty.

The loan is secured by all the property commonly referred to as the Dayton properties.

During the year ended December 31, 2022, we recognized interest expense of $ 33,041 and amortization of discount of $ 45,890 in connection with the Alvin Fund 2022 Note.

Ionic Ventures LLC Unsecured Convertible Note

On December 16, 2022, the Company entered into a securities purchase agreement for an unsecured convertible promissory note ("Ionic 2022 Convertible Note") with Ionic Ventures, LLC.

with a principal amount of $ 3,150,000 , of which $ 2,975,000 was funded and $ 175,000 was an original issue discount ("OID") and issued with a 5 % OID.

The full principal is due on March 16, 2024.

Interest is payable monthly at a rate of 8 % annually.

The Company can redeem up to $ 2,000,000 of the Convertible Note for cash 30 -days following closing at 110 % of the Face Value, plus accrued interest.

The Ionic 2022 Convertible Note contains conversion terms that are based on percentages of trading price and volumes over defined measurement periods.

The terms require the conversion option to be bifurcated as a derivative.

The Company bifurcated the conversion feature and recorded a derivative liability of $ 420,000 reflected in our consolidated balance sheet.

The derivative was valued using a Monte Carlo valuation model with a conversion price equal to 90 % of the average price capped at $ 0.50 , discount rate of 35 %, risk free rate of 4.40 %, and volatility of 60.0 %.

During the year ended December 31, 2022, we recognized interest expense of $ 10,356 and amortization of discount of $ 17,161 in connection with the Ionic 2022 Convertible Note.

We intend to use the net proceeds from this offering for strategic development programs, working capital and other general corporate purposes.

From January 11, 2023 to March 6, 2023, Ionic Ventures converted $ 1,000,000 with interest of $ 13,185 at an average price of $ 0.32 per share for 3,177,691 shares (See Note 20, Subsequent Events ).

Concorde Trust, Bean Trust, Georges Trust, GHF, Inc.

Jolcover Unsecured Promissory Notes

On March 4, 2021, we retired our existing unsecured promissory notes ("Promissory Notes") by paying the remaining principal balance of $ 3.1 million plus earned OID of $ 0.1 million.

For the year ended December 31, 2021, interest expense on these promissory notes was $ 139,213 , which includes OID amortization of $ 71,289 .

NOTE 10 LONG-TERM RECLAMATION LIABILITY

We are required to mitigate long-term environmental impacts by stabilizing, contouring, re-sloping, and re-vegetating various portions of our sites after mining and mineral processing operations are completed.

These reclamation actions are conducted in accordance with plans reviewed and approved by appropriate regulatory agencies.

At December 31, 2021 and 2020, we accrued an asset retirement obligation of $ 5,445,672 , and $ 6,054,919 .

At December 31, 2022 and 2021, we have asset retirement obligations of $ 5,226,505 , and $ 5,445,672 .

respectively, for our obligation to reclaim our mine facilities based on our most recent reclamation plan, as revised, submitted and approved by the Nevada State Environmental Commission and Division of Environmental Protection.

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Effective January 1, 2021, we updated the expected reclamation commencement date from December 31, 2022 to December 31, 2025.

This resulted in a reduction in the liability of $ 926,434 using a discount rate of 6.02 %.

The adjustment in excess of the net retirement obligation asset of $ 57,963 was $ 868,471 at January 1, 2021 and was recorded in the consolidated statements of operations.

Following is a reconciliation of the mining retirement asset associated with our reclamation plan for the mining projects for the years ended December 31, 2021, and 2020:

This resulted in a reduction in the liability of $ 926,434 at January 1, 2021 which was recorded as a gain in selling, general and administrative expenses on the consolidated statements of operations.

During the fourth quarter of 2022, we updated our future plans for developing the mining assets as a result of Tonogold defaulting on its option to repurchase the assets (See Note 2, Acquisitions and Investments).

The estimated commencement date of reclamation activities changed from December 31, 2025 to December 31, 2032.

This resulted in a net reduction in the liability of $ 1,559,559 at December 31, 2022, which $ 942,167 was recorded as a reduction to our mineral assets retirement cost

on the consolidated balance sheets which resulted in the related mineral asset retirement cost being reduced to zero.

The remaining balance of the net reduction of $ 617,391 was recorded as a gain in selling, general and administrative expenses on the consolidated statements of operations.

On March 31, 2022, the Company reacquired the membership interests of Comstock Mining LLC and recognized an asset retirement obligation associated with the Lucerne mine assets of $ 942,168 (see Note 2 Acquisitions and Investments) .

To calculate the estimated obligation, we used estimated reclamation costs of $ 1,159,236 , an inflation rate of 2.94 %, a credit-adjusted risk-free rate of 8.45 % and an estimated reclamation date of December 31, 2025.

During the years ended December 31, 2022, and 2021, we recognized accretion expense associated with our asset retirement obligation of $ 398,224 and $ 317,187 , respectively.

Following is a reconciliation of the mining retirement obligation associated with our reclamation plan for the mining projects for the years ended December 31, 2022, and 2021:

12/31/22 12/31/21

Long-term reclamation liability — beginning of period $ 6,054,919 $ 6,034,208

Long-term reclamation liability — beginning of year $ 5,445,672 $ 6,054,919

Addition associated with the Lucerne mine 942,168 —

Change in estimate of reclamation costs 246,644 —

Reduction of obligation due to extension of time ( 1,806,203 ) ( 926,434 )

Accretion of reclamation liability 398,224 317,187

Long-term reclamation liability — end of period $ 5,445,672 $ 6,054,919

Long-term reclamation liability — end of year $ 5,226,505 $ 5,445,672

NOTE 11 COMMITMENTS AND CONTINGENCIES

CONTINGENT PAYMENT OBLIGATIONS

FLUX Photon Corporation

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.

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, which reduced the stated purchase price to $ 17,650,000 at December 31, 2021.

MANA Corporation

On July 23, 2021, the Company entered into a Securities Exchange Agreement to purchase 100 % of the issued and outstanding equity of MANA Corporation.

MANA provides industrial hemp origination, toll processing, sales, marketing, commodities, co-products management, and related products and services.

MANA has a contingent payment obligation equal to 20 % of MANA’s future net cash flow deriving from sales of industrial hemp and its derivatives, as defined in the applicable agreement, in an amount up to $ 8,600,000 .

This amount has not been recorded in our consolidated financial statements for the year ended December 31, 2021, as it has been determined to be neither probable nor reasonably estimable.

Comstock Innovations - Pilot Facility

Comstock Innovations, our wholly-owned technology research and development subsidiary, is subject to an asset purchase agreement with American Science and Technology Corporation (“AST”), pursuant to which the Company agreed to purchase substantially all of the real and personal property located at 6445 Packer Drive, Wausau, Wisconsin 54401 (“Pilot Facility”), including pilot scale processing equipment used in connection with some of our cellulosic fuels and electrification metals extraction and refining processes.

The purchase agreement calls for a purchase price of $ 3,920,000 in installments of $ 35,000 per month from May 1, 2022 to April 30, 2023, $ 1,750,000 on April 30, 2023, and $ 1,750,000 on April 30, 2024.

The costs associated with the Pilot Facility’s research and development support operations are allocated (on a time and materials basis at cost) to our cellulosic fuels, electrification metals, cleantech engineering, technology licensing, and strategic and other investments segments, as applicable.

LINICO Corporation

At December 31, 2021, LINICO had $ 3,219,607 in deposits with various vendors for the plant and equipment.

COMSTOCK MINERAL ESTATE LEASE PAYMENTS

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The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of such future expenditures.

Mineral and Mining Leases

The Company is party to lease agreements with Tonogold.

On September 16, 2019, as amended and restated on December 23, 2019, the Company, as lessor, entered into a 10-year , renewable mineral exploration and mining lease with Tonogold for certain mineral properties owned or controlled by the Company (the "Exploration Lease").

The Exploration Lease grants Tonogold the right to use these properties for mineral exploration and development, and ultimately the production, removal and sale of minerals and certain other materials.

Tonogold pays to the Company a quarterly lease fee of $ 10,000 .

The lease fee will escalate 10 % each year on the anniversary date of the Exploration Lease.

Tonogold also reimburses the Company for all costs associated with owning the properties, including, but not limited to, lease payments for underlying, third-party leases.

The Exploration Lease also provides for royalty payments when mining operations commence.

On November 18, 2019, the Company, entered into an agreement to lease its permitted American Flat property, plant and equipment to Tonogold for crushing, leaching and processing material from the Lucerne Mine (the "Lease Option Agreement").

Under the Lease Option Agreement, Tonogold is required to reimburse the Company approximately $ 1,100,000 in expenses per year to maintain the option.

The Lease Option Agreement remains in effect, but has not yet been exercised.

The Lease Option Agreement expires in November 2025.

Total reimbursements under the Tonogold agreements for the years ended December 31, 2021 and 2020 were approximately $ 2,800,000 and $ 2,600,000 , respectively.

Total reimbursements receivable under the Tonogold agreements for the years ended December 31, 2021 and 2020 were approximately $ 800,000 and $ 0 .

On September 1, 2020, the Company entered into a new mineral exploration and mining lease with Sutro.

The lease covers patented mining claims, exploration rights, and access over and through town lots in Gold Hill and Virginia City, Nevada.

The lease also provides the right to explore the Sutro Tunnel.

On January 31, 2014, the Comstock Residents Association (the “CRA”) and two of its members filed a civil action in the Third Judicial District Court in Lyon County, Nevada (the “District Court”) against the Lyon County Board of Commissioners (the “Commissioners”) and the Company, asking the District Court to reverse the Commissioners’ decision to grant an application for master plan amendment and zone change submitted and approved by the Commissioners in 2014 (the “Application”).

Prior to approval of the Application, the master plan designation and zoning precluded mining on certain property of the Company in the area of Silver City, Nevada.

On January 11, 2021, the Nevada Supreme Court issued a final order affirming the District Court's judgment in favor of Lyon County and Comstock Mining.

On January 29, 2021, the CRA filed a Petition for Rehearing to the Nevada Supreme Court.

On February 25, 2021, the Nevada Supreme Court issued an order denying a rehearing.

On March 8, 2021, the CRA filed a Petition for En Banc Reconsideration to the Nevada Supreme Court.

On April 9, 2021, the Nevada Supreme Court responded to the petition by issuing an order denying en banc reconsideration, once again, in favor of Lyon County and Comstock Mining.

On July 30, 2021 Judge Estes of the Third Judicial District Court in Lyon County, Nevada ruled in favor of Lyon County and the Company and awarded attorney fees and costs to be paid by the plaintiffs in the sum of $ 50,000 to Lyon County and $ 203,151 to the Company.

On August 27, 2021 the CRA filed a notice of appeal to the Nevada Supreme Court.

On or about February 27, 2020, we received notice that three former employees had filed a complaint with OSHA regarding alleged wrongful termination of employment in 2019, seeking backpay, front pay and other compensatory damages as well as interest and legal fees and costs.

On September 8, 2021, OSHA notified the three former employees that it was dismissing their complaint after OSHA was informed that the former employees were instead planning to file a complaint in federal court.

On August 20, 2021, the former employees filed a lawsuit against the Company, its Board of Directors, its Audit and Finance Committee, its Chief Executive Officer and certain of its managers for the wrongful termination of their employment.

We believe those terminations were lawful and we are vigorously defending the complaint.

At December 31, 2021, the Company has accrued severance and related costs for this complaint in accrued expenses and other liabilities on the consolidated balance sheets (see Note 22, Subsequent Events ).

On August 20, 2021, former employees of the Company filed a wrongful termination lawsuit against the Company, its Board of Directors, its Audit and Finance Committee, its Chief Executive Officer and certain of its managers for the termination of their employment.

On March 4, 2022, the Company and the former employees agreed to a $ 350,000 settlement, which will result in the litigation being dismissed.

We paid the settlement in full during the year ended December 31, 2022.

On August 12, 2022, the Company entered into a termination agreement with a former employee.

The Company and the former employee agreed to a $ 102,000 settlement.

As of December 31, 2022, $ 60,000 has been paid and $ 42,000 has been accrued for the year ended December 31, 2022.

The Company pays each of the directors $ 60,000 per year.

The Chair of each Committee is paid an additional $ 20,000 per year.

From time to time, we are involved in claims and proceedings that arise in the ordinary course of business.

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ISSUANCE OF REGISTERED SHARES OF COMMON STOCK

On April 12, 2022, we entered into an equity purchase agreement ("2022 Leviston Sales Agreement") with Leviston Resources LLC ("Leviston") to offer and sell registered shares of common stock at an aggregate offering price of up to $ 10 million from time to time, at our option, on terms we deem favorable.

In consideration of Leviston’s agreement to enter the Purchase Agreement, the Company agreed to deliver additional shares of common stock to Leviston, for no additional consideration, on the first settlement date with respect to a put notice delivered by us.

For the year ended December 31, 2022, we issued to Leviston 13,156,117 common shares with an aggregate sales price of $ 7,311,180 , at an average price per share of $ 0.64 , and an additional 206,897 common shares at a fair value of $ 300,000 in commitment fees.

As of December 31, 2022, the 2022 Leviston Sales Agreement has no remaining capacity.

On June 21, 2022, we entered into an agreement for the purchase of up to $ 10,000,000 worth of shares of the Company’s common stock from time to time, at the Company’s option.

Any shares offered and sold to Tysadco will be registered for resale pursuant to a registration statement on Form S-1 filed with U.S.

Securities and Exchange Commission pursuant to the Securities Act of 1933 (the “Securities Act”).

The Company will pay commissions equal to 5 % of the offering proceeds to the placement agent in connection with any such sale.

In consideration to enter the Purchase Agreement, the Company delivered 428,571 additional shares of common stock with a fair value of $ 300,000 to Tysadco.

From November 14, 2022 until December 23, 2022, the Company issued 3,433,634 shares of common stock to Tysadco, for an aggregate sales price of $ 1,100,000 at an average price per share of $ 0.32 .

Sales of common stock, if any, under the Purchase Agreement are made at a 10 % discount to the volume weighted average sales price of the common stock on the date that Tysadco receives a capital call from the Company.

On February 8, 2021, we entered into an equity purchase agreement (“2021 Leviston Sales Agreement”) with Leviston to offer and sell registered shares of common stock at an aggregate offering price of up to $ 5.0 million from time to time, at our option, on terms we deem favorable.

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We agreed to deliver to Leviston additional shares of common stock, for no additional consideration, with a fair value of $ 100,000 in due diligence fees, on the first settlement date with respect to a put notice delivered by us, and $ 150,000 in commitment fees upon the written request of Leviston.

For the year ended December 31, 2021, we issued to Leviston 2,668,363 common shares under this agreement with an aggregate sales price of $ 5.0 million, at an average price per share of $ 1.87 , and an additional 92,880 common shares in due diligence fees.

At December 31, 2021, the 2021 Leviston Equity Agreement has no capacity.

On December 3, 2021, the Company sold 1,000,000 shares of unregistered securities at a price of $ 1.40 per common shares, for net proceeds of $ 1.4 million for the year ended December 31, 2021.

In July 2020, the Company entered into an equity purchase agreement (the "2020 Leviston Sales Agreement") with Leviston Resources LLC ("Leviston") to offer and sell registered shares of common stock at an aggregate offering price of up to

$ 2.5 million, from time to time, at the Company's option, and paid a commitment fee of $ 125,000 in shares of common stock and $ 52,500 of cash fees.

From July through September 2020, the Company issued to Leviston 2,793,586 common shares with an aggregate sales price of $ 2.5 million at an average price per share of $ 0.89 , and an additional 173,611 common shares in commitment fees.

As of December 31, 2020, the 2020 Leviston Sales Agreement has no remaining capacity.

Gross proceeds from and cash fees related to the issuance of shares of the Company's common stock pursuant to registered equity issuance and exempt private placement agreements, are presented below for the years ended December 31, 2021 and 2020:

12/31/21 12/31/20

Number of shares sold 9,220,123 5,747,608

Gross proceeds $ 27,399,999 $ 4,197,621

Cash fees ( 1,064,498 ) ( 130,070 )

Net proceeds $ 26,335,501 $ 4,067,551

Average gross proceeds per share $ 2.97 $ 0.73

At December 31, 2021, the 2021 Leviston Equity Agreement had no capacity.

ISSUANCE OF UNREGISTERED SHARES OF COMMON STOCK

Issuance of restricted shares of our common stock in connection with acquisitions, investments and other endeavors for the year ended December 31, 2021 are as follows:

Issuance of unregistered shares of our common stock in connection with acquisitions, investments and other endeavors for the year ended December 31, 2022 are as follows:

Issuance Date

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Restriction Period

February 16, 2021

LINICO Corporation

June 18, 2021

Renewable Process Solutions, Inc.

June 24, 2021

Quantum Generative Materials LLC

July 23, 2021

MANA Corporation

July 23, 2021

LP Biosciences LLC

August 27, 2021

Northern Comstock LLC

September 7, 2021

Plain Sight Innovations Corporation

December 30, 2021

LINICO Corporation

April 7, 2022 Decommissioning Services LLC

April 12, 2022 Leviston Resources

June 21, 2022 Tysadco Partners

August 26, 2022 Northern Comstock LLC

October 5, 2022 Single investor

October 25, 2022 Alvin Fund LLC

Total common shares issued

Six months from issuance date

additional 8 % becomes unrestricted semi-annually through 5 years from issuance date.

Six months from issuance date.

On December 31, 2021, we filed a prospectus on Form S-3 with the Securities and Exchange Commission to register the 3,500,000 shares of common stock issued to LPB for resale at a proposed maximum offering price per unit of $ 2.71 .

Effective February 28, 2022, these shares were transferred back to the Company for cancellation upon receipt (See Note 22, Subsequent Events).

Nine months from issuance date.

Shares must be sold during the six -month period commencing nine months from the issuance date and ending 15 months from the issuance date pursuant to a Rule 10b5-1 plan.

Three months from issuance date.

Noncontrolling Interest

On December 30, 2021, we entered into an agreement with LINICO to purchase additional shares resulting in a 90 % controlling interest (see Note 2, Acquisitions and Investments ).

The remaining 10 % ownership is held by AQMS (see Note 21, Related Party ) and is accounted for as a noncontrolling interest in our consolidated financial statements.

On January 24, 2019, we entered into an agreement, as amended on April 30, 2019, May 22, 2019, June 21, 2019, August 15, 2019, September 20, 2019, October 14, 2019, and November 17, 2019, to sell to Tonogold its interests in Comstock Mining LLC, a wholly-owned subsidiary of the Company, with sole assets of the Lucerne properties and related permits.

At the initial closing on November 18, 2019, a 50 % membership interest in Comstock Mining LLC was delivered to Tonogold with the Company retaining all management control and authority over Comstock Mining LLC until 100 % of consideration for all membership interests was delivered.

Accordingly, Tonogold’s membership interest in Comstock Mining LLC was accounted for as a noncontrolling interest shown in the consolidated financial statements of the Company.

On September 8, 2020, 100 % of the membership interests of Comstock Mining LLC were acquired by Tonogold and the noncontrolling interest was eliminated as part of the purchase (see Note 2, Acquisitions and Investments ).

On December 30, 2021, we entered into an agreement with LINICO to purchase additional shares resulting in approximately 90 % controlling interest (see Note 2, Acquisitions and Investments ).

The remaining 10 % ownership was held by AQMS (see Note 19, Related Party ) and is accounted for as a noncontrolling interest in our consolidated financial statements.

During the year ended December 31, 2022, the Company and AQMS made $ 1,140,000 and $ 500,000 , respectively, in cash contributions to LINICO.

As of December 31, 2022, we own 88.21 % of LINICO and AQMS owns 11.79 %.

Losses attributable to the non-controlling interest for the years ended December 31, 2022 and 2021 were $ 789,515 and $ 0 , respectively.

LINICO is required pay dividends to the Company and AQMS after the date it receives cash payment in full for the issuance of any shares of Series A Preferred Stock or Series A-2 Preferred Stock, and from and after the date of issuance of any shares of Series A-1 Preferred Stock or Series A-3 Preferred Stock, at the rate per annum of eight percent 8 % of the Original Issue Price of such shares, plus the amount of previously accrued and unpaid dividends.

As of December 31, 2022, accrued dividends of $ 169,248 were due to AQMS and are included in accrued liabilities on the consolidated financial statements at December 31, 2022.

In March 2022, the $ 500,000 capital contribution from AQMS was invested in LINICO through the exercise of Series A preferred stock warrants which decreased the Company’s ownership in LINICO by 2.01 % from 90.34 % to 88.33 %.

The ownership percentage change did not result in a change in control and the Company retained and maintained control of LINICO.

The decrease in ownership percentage resulted in a reduction to the Company's additional paid in capital of $ 176,695 during the year ended December 31, 2022.

Treasury Stock

Our treasury stock consists of 3,000,000 shares held by our 90 % owned subsidiary LINICO.

We expect LINICO will sell the shares and we have presented the cost of the acquired stock as a deduction from equity.

The fair value on the date of acquisition is $ 3,870,000 (See Note 2, Acquisitions and Investments).

There were no gains on sales during the year ended December 31, 2021.

At December 31, 2022 and 2021, our treasury stock includes of 2,605,323 and 3,000,000 shares, respectively, of our common stock with carrying value of $ 3,360,867 and $ 3,870,000 , respectively.

During 2022, we sold 394,677 shares of treasury stock with a carrying value of $ 509,113 for gross proceeds of $ 240,077 .

The gain on sale of $ 269,056 was recognized as a deduction to additional paid in capital.

The shares were acquired with our acquisition of LINICO on December 30, 2021 and are carried at

cost and presented as a deduction to equity.

We expect to sell the shares in 2023.

We have presented the cost of the acquired stock as a deduction from equity.

On August 22, 2022, the Company issued 200,000 warrants to GHF, Inc.

in exchange for amending the terms of their note, which are exercisable at a price of $ 1.00 per common share and have a two-year term (see Note 9, Debt Obligations ).

On December 15, 2022, the Company issued warrants to GHF allowing them to purchase 1,000,000 shares of the Company’s common stock, 500,000 of which are exercisable at a price per share of $ 0.4555 and the remaining 500,000 at a price per share of $ 2.5217 (see Note 9, Debt Obligations ).

The warrants are exercisable for a period of two years commencing on December 15, 2022, and ending on December 15, 2024 with a weighted average exercise price of $ 2.21 and weighted average remaining term of 59 months.

Outstanding warrants for the year ended December 31, 2022 are as follows:

Outstanding warrants as of December 31, 2020 and 2021 —

Issued 1,200,000

Outstanding warrants as of December 31, 2022 1,200,000

NOTE 13 FAIR VALUE MEASUREMENTS

ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS

The following table presents our assets and liabilities measured at fair value on a recurring basis at December 31, 2022:

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Tonogold common shares $ — $ — $ — $ —

Tonogold note receivable 7,255,000 — — 7,255,000

LPB derivative asset 342,000 — 342,000 —

Other equity securities — — — —

Total assets measured at fair value $ — $ — $ — $ —

LINICO acquisition derivative liability $ ( 2,743,162 ) $ ( 2,743,162 ) $ — $ —

Ionic convertible debenture derivative $ ( 420,000 ) $ — $ — $ ( 420,000 )

LINICO related derivative ( 6,053,162 ) — ( 6,053,162 ) —

Haywood derivative ( 1,480,000 ) — ( 1,480,000 ) —

GenMat derivative ( 6,592,638 ) — ( 6,592,638 ) —

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Tonogold note receivable 7,255,000 — — 7,255,000

MCU derivative asset 265,127 — 265,127 —

LPB derivative asset 342,000 — 342,000 —

Other equity securities 15,260 15,260 — —

Total assets measured at fair value $ 8,522,818 $ 925,818 $ 342,000 $ 7,255,000

During the year ended December 31, 2021, the common shares of Elevation Gold Mining Corporation, previously Northern Vertex ("Elevation") were transferred from Level 2 to Level 1 as a result of the restriction period expiring on March 1, 2021.

During the year ended December 31, 2020, we converted Tonogold CPS to common shares, resulting in a transfer from Level 3 to Level 1.

During the years ended December 31, 2021 and 2020, there were no other transfers of assets and liabilities between Level 1, Level 2 and Level 3.

LINICO acquisition derivative liability $ ( 2,743,162 ) $ ( 2,743,162 ) $ — $ —

GenMat derivative ( 6,130,000 ) — ( 6,130,000 ) —

Total liabilities measured at fair value $ ( 8,873,162 ) $ ( 2,743,162 ) $ ( 6,130,000 ) $ —

The following table provides reconciliation between the beginning and ending balance of investments measured at fair value on a recurring basis using significant unobservable inputs (Level 3).

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Total change in fair value recognized in earnings

Tonogold convertible preferred shares — ( 2,544,000 )

Tonogold contingent forward asset — 765,880

Tonogold note receivable ( 605,000 ) ( 418,500 )

( 418,500 ) ( 2,421,117 )

Tonogold contingent forward asset — 1,232,952

Tonogold note receivable — 2,175,000

2,175,000 7,374,449

Conversion of Tonogold convertible preferred shares to Tonogold common — ( 3,920,000 )

Redemption of Tonogold convertible preferred shares — ( 2,616,000 )

Settlement of Tonogold contingent forward asset — ( 1,998,832 )

— ( 4,614,832 )

Exchange of note receivable exchanged for investment in Comstock Mining LLC ( 6,650,000 ) —

Ending Balance $ — $ 7,255,000

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Tonogold Common Shares

The fair value of our investment in common shares of Tonogold is based on the closing price per share of the stock.

At December 31, 2021 and December 31, 2020, we held 8,671,985 and 13,131,860 Tonogold common shares with fair values of $ 910,558 and $ 3,939,558 , respectively.

The fair value of our investment in common shares of Tonogold was based on its closing price per share.

At December 31, 2021, we held 8,671,985 Tonogold common shares with a fair value of $ 910,558 .

At December 31, 2022, the Company owns 606,061 shares of Tonogold.

The Company wrote off the remaining investment balance of $ 30,303 due lack of marketability as Tonogold is not a current reporting company.

The fair values of the common shares are based on the $ 0.04 and $ 0.11 closing share prices (OTC:

TNGL), respectively.

We recorded a loss of $ 2,286,867 and a gain of $ 1,636,468 for the gain (loss) on investments in the consolidated statements of operations for the years ended December 31, 2021 and December 31, 2020.

TNGL), at December 31, 2022 and December 31, 2021, respectively.

We recorded an unrealized loss of $ 565,550 and $ 2,286,867 on this investment in the consolidated statements of operations for the years ended December 31, 2022 and 2021, respectively.

Tonogold Note Receivable

The Tonogold Note may be converted into Tonogold common shares, at the sole discretion of the Company, at the Maturity Date, upon an event of default or upon a partial or whole prepayment by Tonogold.

The Maturity Date may be extended at the Company’s option if an event of default has occurred or is expected to occur or a fundamental transaction (as defined by the Note) has been announced but not yet closed.

Because of the embedded features, the Company made the irrevocable election to report the Note on a fair value basis.

The Note principal was originally due and payable on September 20, 2021, and has been extended to March 31, 2022.

The Note was amended on March 31, 2021 and June 1, 2021 to its current principal balance of $ 6,650,000 .

The Note includes the following features:

1) conversion feature allowing the Company, at the Company's sole option, to elect payment in Tonogold common shares upon certain events;

2) change of control redemption right allowing the Company to redeem the Note in cash at a 125 % premium;

3) event of default redemption right allowing the Company the right to elect redemption of the Note in cash at a 118 % premium;

and 4) an option for the Company to extend the maturity date.

September 8, 2020, the fair value of the Note was $ 6.1 million, based on a Monte Carlo model with various inputs, including the Tonogold common share price of $ 0.35 , volatility of 96 %, risk-free rate of 0.15 %, cost of debt of 11.12 %, required conversion premium of 30 %, probability of prepayment of 5 %, probability of change of control of 5 % and probability of default of 27 %.

At December 31, 2021, the fair value of the Tonogold Note was $ 7,255,000 based on probability weighted fair value with several scenarios, including a 10 % probability of Tonogold repayment upon maturity, a 10 % probability of Tonogold defaulting on the Note, a 75 % probability of a swap of the collateral to us prior to maturity with exercise of an option to repurchase the assets, and a 5 % probability of a swap of the collateral to us prior to maturity and assuming no exercise of the option to repurchase.

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Significant increases or decreases in any of these inputs in isolation may have resulted in a significantly higher or lower fair value measurement.

At December 31, 2020, the fair value of the Tonogold Note was $ 5.5 million based on a Monte Carlo model with the following inputs:

Tonogold common share price - $ 0.30 ;

volatility – 89 %;

risk free rate – 0.09 %;

cost of debt – 7.62 %;

conversion premium – 30 %;

probability of prepayment – 5 % at both March and June 2021;

probability of change in control – 5 % at June 2021;

probability of default – 27 % at September 2021.

The Company recorded a loss of $ 0.6 million for the change in fair value in other expense in the consolidated statements of operations for the year ended December 31, 2020.

The Tonogold Note was classified within Level 3 of the valuation hierarchy at the year ended December 31, 2020.

Tonogold Contingent Forward

On March 20, 2020, Tonogold issued to the Company a senior secured convertible note with a principal amount of $ 5,475,000 reflecting Tonogold’s intent to purchase additional membership interests in Comstock Mining LLC (see Note 2, Acquisitions and Investments ) in the future at a specified price.

The Contingent Forward included the following features:

1) conversion feature allowing Comstock, at our sole option, to elect payment in Tonogold common shares upon certain events;

2) change of control redemption right allowing Comstock, to redeem the note in cash at a 125 % premium;

3) event of default redemption right allowing Comstock the right to redeem the note in cash at a 118 % premium;

and 4) a payment modification included in the Contingent Forward.

The fair value of the Contingent Forward was based on a Monte Carlo model with various inputs.

These inputs included the Tonogold common share price of $ 0.35 on September 8, 2020, volatility of 96.0 %, risk-free rate of 0.15 %, cost of debt of 11.12 %, required conversion premium of 30.0 %, probability of prepayment of 5 %, probability of change in control of 5 % and probability of default of 27 %.

We recorded a change in fair value of the Contingent Forward of $ 0.8 million in other income in the consolidated statements of operations for the year ended December 31, 2020.

The contingent forward asset was netted against the gain on sale of Comstock Mining LLC recorded for the year ended December 31, 2020.

Tonogold Convertible Preferred Shares

The consideration received for Tonogold's acquisition of Comstock Mining LLC included shares of the Tonogold CPS.

Since the CPS were not listed securities, and had no readily available market, we elected the fair value option for this instrument.

The value of the CPS at December 31, 2020 was based on 120 % of par value as a result of several factors, which made it likely that Tonogold would be able to apply the redemption provision of the CPS.

We recorded $ 2,544,000 in gain (loss) on investments in other income and expense related to the changes in fair value of the CPS in the consolidated statements of operations year ended December 31, 2020.

On March 26, 2022, as amended September 30, 2022, the Company entered into an Option Agreement with Tonogold (the “Lucerne Option”).

Tonogold re-conveyed 100 % of the previously sold membership interests of Comstock Mining LLC, the entity that owns the Lucerne mine, to the Company, in exchange for the Company exchanging Tonogold’s payment obligations under secured note in the principal amount owed of $ 6,650,000 to the Company.

This agreement was terminated effective December 30, 2022 (See Note 2, Acquisitions and Investments) .

The fair values of the note on the date of the exchange was deemed to be the face value of the note.

The Company recorded a loss of $ 605,000 and $ 418,500 for the change in fair value in other expense in the consolidated statements of operations for the years ended December 31, 2022 and 2021, respectively.

LINICO Derivative Instruments

On February 15, 2021, we recorded a derivative asset on the consolidated balance sheets in connection with the LINICO Stock Purchase Agreement.

On that date, the February 15, 2021, the fair value of the derivative asset was determined based on the excess of the fair value of 3,000,000 shares of our common stock issued to and held by LINICO over the $ 6,250,000 contractual consideration required under the agreement.

The fair value of the shares was based on the $ 2.25 closing price per share of our common stock on that date.

The increase in fair value of $ 2,049,966 was recognized as a change in fair value of the derivative instruments in the consolidated statements of operations for the year ended December 31, 2021.

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 in exchange for 3,500,000 Comstock Shares.

If and to the extent that the sale of the LODE Shares results in net proceeds greater than $ 7,258,162 , then 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 the former chief executive officer equal to such shortfall.

At December 31, 2021, the fair value of the shares was based on the closing price per share of our common stock of $ 1.29 .

The resulting shortfall of $ 2,743,162 was recognized as a derivative liability in the consolidated balance sheet and change in fair value of derivative instruments in the statement of operations at and for the year ended December 31, 2021.

On that date, the fair value of the derivative asset was determined based on the excess of the fair value of 3,000,000 shares of our common stock issued to and held by LINICO over the $ 6,250,000 contractual consideration required under the agreement.

The value of the shares was based on the $ 2.25 closing price per share of our common stock on that date.

The derivative was settled in December 2021 when the Company purchased a majority interest in LINICO (see Note 2, Acquisitions and Investments).

We recorded an unrealized loss of $ 2,049,966 which was recognized as a change in fair value of the derivative instruments in the consolidated statements of operations for the year ended December 31, 2021.

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 in exchange for 3,500,000 shares of the Company's common stock.

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

The fair value of the shares was based on the closing price per share of our common stock of $ 0.28 and $ 1.29 at December 31, 2022 and 2021, respectively.

As of December 31, 2022, the Company had paid the former chief executive officer $ 225,000 which resulted in a decrease in contractual stock consideration.

We recorded an unrealized loss on the change in fair value of the derivative liability of $ 3,535,000 and $ 2,743,162 in the consolidated statements of operations for the years ended December 31, 2022 and 2021, respectively.

The derivative liability is classified within Level 2 of the valuation hierarchy.

GenMat Derivative Instruments

On June 24, 2021, we recorded a derivative asset on the consolidated balance sheets in connection with the GenMat Membership Interest Purchase Agreement.

On June 24, 2021, we recorded a derivative asset on the consolidated balance sheets in connection with the GenMat Membership Interest Purchase Agreement (see Note 2, Acquisitions and Investments ).

On that date, the $ 530,000 fair value of the derivative asset was determined based on the excess of the fair value of 3,000,000 shares of our common stock issued to and held by GenMat over the $ 10,000,000 contractual stock consideration required under the agreement.

The value of the shares was based on the $ 3.51 closing price per share of our common stock on that date.

At December 31, 2021, the $ 6,130,000 fair value of the derivative liability is based on the same number of shares and the $ 1.29 closing price per share of our common stock on that date.

The decrease in fair value of $ 6,660,000 was recognized as a change in fair value of the derivative instruments in the consolidated statements of operations for the year ended December 31, 2021.

The fair value of the shares was based on the closing price per share of our common stock of $ 0.28 and $ 1.29 at December 31, 2022 and 2021, respectively.

As of December 31, 2022, the Company paid GenMat make whole payments of $ 2,450,000 which resulted in a decrease in contractual stock consideration.

We recorded an unrealized loss on the change in fair value of the derivative liability of $ 2,912,638 and $ 6,660,000 in the consolidated statements of operations for the years ended December 31, 2022 and 2021, respectively.

The derivative liability is classified within Level 2 of the valuation hierarchy.

Haywood Derivative Instruments

On April 7, 2022, we recorded a derivative asset on the consolidated balance sheets in connection with the Haywood acquisition and lease from Decommissioning Services (see Note 8, Leases ).

On that date, the $ 245,000 fair value of the derivative asset was determined based on the excess of the fair value of 1,500,000 shares of our common stock issued to and held by Decommissioning Services and a deposit of $ 50,000 over the $ 2,100,000 contractual stock consideration required under the agreement.

As of December 31, 2022, the Company had paid Decommissioning Services $ 150,000 which resulted in a decrease in contractual stock consideration.

At December 31, 2022, the fair value of the shares was based on the closing price per share of our common stock of $ 0.28 and the fair value of the derivative liability was $ 1,480,000 .

We recorded an unrealized loss on the change in fair value of the derivative liability of $ 1,875,000 in the consolidated statements of operations for the year ended December 31, 2022.

The derivative liability is classified within Level 2 of the valuation hierarchy.

LPB Derivative Instrument

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The value of the shares was based on the $ 3.09 closing price per share of our common stock on that date.

At December 31, 2021, the $ 342,000 fair value of the derivative asset is

based on the same number of shares and the $ 1.29 closing price per share of our common stock on that date.

The decrease in fair value of $ 6,300,000 was recognized as a change in fair value of the derivative instruments in the consolidated statements of operations for the year ended December 31, 2021.

The derivative liability is classified within Level 2 of the valuation hierarchy.

At December 31, 2021, the fair value of the shares was based on the closing price per share of our common stock of $ 0.28 .

On February 28, 2022, the Company and the other parties to the LPB transactions mutually agreed to terminate the transaction documents.

Prior to settlement, the fair value of the shares was based on the closing price per share of our common stock of $ 1.46 , and we recorded a gain on the change in fair value of the derivative liability of $ 595,000 in the consolidated statements of operations for the year ended December 31, 2022.

The fair value of the derivative as of the settlement date of $ 937,000 was derecognized, along with the value of the investment in LPB, and the fair value of the 3,500,000 shares was $ 5,110,000 and was recognized as a decrease first to the par value of the common stock returned, and the remainder as a reduction to additional paid in capital.

MCU Derivative Instrument

On December 4, 2020, the Company recorded a derivative asset on the consolidated balance sheets in connection with its $ 2.0 million purchase of 15 % of MCU membership interests.

At December 31, 2020, the $ 271,377 fair value of the derivative asset was based 625,000 shares of the our common stock issued as a portion of the purchase price, and the $ 1.04 closing price per share of our common stock.

During the year ended December 31, 2021, MCU sold 625,000 shares, resulting in a final derivative asset fair value of $ 762,377 based on the excess of actual net proceeds and cash payments to MCU over the $ 2,000,000 purchase price.

We received a cash payment of $ 762,377 from MCU in February 2021 in full satisfaction of any excess proceeds from the sale of the stock, which was applied to the derivative asset, resulting in no remaining fair value at December 31, 2021.

The increase in fair value of $ 497,250 for the change in fair value of the derivative instruments in the consolidated statements of operations for the year ended December 31, 2021.

The derivative liability was classified within Level 2 of the valuation hierarchy.

Ionic Ventures, LLC Conversion Option

On December 16, 2022, we recorded a derivative liability on the consolidated balance sheets in connection with the Ionic 2022 Convertible Note.

On that date, the $ 420,000 fair value of the derivative liability was determined based on bifurcation of the derivative liability from the convertible note.

At December 31, 2022, the fair value of the derivative liability was $ 420,000 .

The derivative was valued using a Monte Carlo valuation model with a conversion price equal to 90 % of the average price capped at $ 0.50 discount rate of 35 %, risk free rate of 4.40 %, and volatility of 60.0 %.

The derivative liability is classified within Level 3 of the valuation hierarchy.

Other Financial Instruments

At December 31, 2021, the carrying amount of cash and cash equivalents and notes receivable carried at amortized costs, approximates fair value because of the short-term maturity of these financial debt.

At December 31, 2022, the carrying amount of cash and cash equivalents, notes receivable and debt carried at amortized costs, approximates fair value because of the short-term maturity of these financial instruments.

ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A NONRECURRING BASIS

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The remaining 72 % of the restricted shares are released from resale restrictions in eight equal installments of 9 % every six months thereafter.

In determining the fair value of the shares issued, we assessed the lack of marketability of the shares issued utilizing the European and Asian Protective Put Models and, in order to estimate the volatility for Comstock's future business, we evaluated selected guideline companies from the same industry to determine discounts for lack of marketability associated with the lockup restrictions of 39.4 % for the six-month lockup and 53.7 % for the longer-term lockups.

lack of marketability associated with the lockup restrictions of 39.4 % for the six-month lockup and 53.7 % for the longer-term lockups.

Related inputs for the six-month lockup include stock price $ 1.00 , exercise price $ 1.00 , term 0.5 years, volatility 209.9 %, risk free rate 0.05 % and dividend yield 0 %.

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The purchase price consideration is classified within Level 2 of the valuation hierarchy.

Renewable Process Solutions, Inc.

("RPS") Stock Purchase Price Consideration

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2022 EQUITY INCENTIVE PLAN

In 2022, the Company adopted the Comstock Inc.

2022 Equity Incentive Plan (the “2022 Plan”).

The maximum number of shares of our common stock that may be delivered pursuant to awards granted under the 2022 Plan is 6,000,000 .

The 2022 Plan provides for the grant of various types of awards, including but not limited to, restricted stock (including performance and cash

awards), incentive and non-qualified stock options, stock appreciation rights and other equity-based awards.

As of December 31, 2022, the Company has not granted any options or shares under the 2022 Plan.

2020 EQUITY INCENTIVE PLAN

In 2020, the Company adopted the Comstock Mining Inc.

2020 Equity Incentive Plan (“2020 Plan”).

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

The maximum number of shares of our common stock that may be delivered pursuant to awards granted under the 2020 Plan is 1,800,000 .

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

In December 2020, 540,000 shares were granted to non-executive directors under the 2020 Plan, which vest in three equal increments of 180,000 shares each on January 1, 2022, January 1, 2023 and January 1, 2024.

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

Compensation expense for these grants totaling $ 572,400 and will be recognized on a straight-line basis over the three year vesting period.

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

Unamortized stock-based compensation of $ 381,600 at December 31, 2021 will be amortized over the remaining 24 months vesting term.

In 2021, we granted, 1,170,000 performance shares to employees under the 2020 Plan.

The vesting of 50 % of the employee performance share awards is contingent on the achievement of performance goals over the next three years , and vesting of the remaining 50 % is contingent on the achievement of our common stock market price goals over the next five years , defined on a per share basis.

The 2020 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 compensation.

During the years ended December 31, 2022 and 2021, the Company recognized $ 190,800 in both periods for the vesting of stock awards issued in 2020.

The remaining compensation $ 190,800 will be recognized from January 1, 2023 through December 31, 2023.

During 2021, we granted 1,170,000 performance shares, net of 30,000 shares which were forfeited during the year ended December 31, 2022, to employees under the Comstock Mining Inc.

2020 Equity Incentive Plan (the "2020 Plan").

During 2022, we granted 60,000 shares, net of 40,000 shares forfeited during the year ended December 31, 2022 to additional employees.

Vesting is dependent on the employee remaining with the Company from the grant date through the vesting date.

The performance shares that vest based on the achievement of performance goals were valued using the Company's common stock price on the grant date, and stock-based compensation was determined based on the probability of achieving each goal.

The performance vesting based on the Company share price were valued using a path-dependent model with the following inputs:

January 4, 2021 June 8, 2021 July 12, 2021 August 30, 2021

The performance vesting based on the Company share price were valued using a path-dependent model with the following range of inputs:

December 31, 2022 December 31, 2021

Total shares granted 20,000 1,140,000

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Performance condition shares 20,000 570,000

Stock price at grant date $ 1.10 $ 3.51 $ 3.17 $ 3.04

Stock price at grant date $ 0.62 to $ 1.68

$ 1.10 to $ 3.51

Market condition valuation inputs:

Market condition shares 20,000 570,000

Beginning stock price $ 1.10 $ 3.51 $ 3.17 $ 3.04

Volatility 77 % 93 % 93 % 95 %

Risk-free rate 0.36 % 0.79 % 0.71 % 0.65 %

Stock price $ 0.62 to $ 1.68

$ 1.10 to $ 3.51

Volatility 95 % to 96 %

Risk-free rate 2.51 % to 2.82 %

Number of iterations 100,000 100,000

Fair value per share $ 0.41 $ 2.71 $ 2.38 $ 2.26

Term (in years) 3.2 1.7 1.8 1.8

Stock-based compensation for all employee performance share grants totaling $ 273,186 was recorded in the consolidated statements of operations for the year ended December 31, 2021.

At December 31, 2021, unamortized stock-based compensation for performance goals-based grants of $ 605,451 will be amortized over the remaining 24 months vesting term, and the $ 253,363 associated with market price-based grants will be amortized over the remaining 26 months, 12 months and 15 months derived vesting terms, as applicable.

Fair value per share $ 0.17 to $ 0.91

$ 0.41 to $ 2.71

Term (in years) 2.2 yrs to 2.5 yrs

1.7 yrs to 3.2 yrs

Stock-based compensation for all employee performance share grants totaling $ 291,197 and $ 273,186 , respectively was recorded in the consolidated statements of operations for the years ended December 31, 2022 and 2021.

No shares have vested at December 31, 2022.

During the year ended December 31, 2022, 70,000 performance shares were forfeited and $ 41,124 in compensation that was reversed.

At December 31, 2022, unamortized stock-based compensation for the 2020 equity incentive plan was $ 279,656 and will be amortized over the remaining vesting terms.

Remaining vesting terms for the employee performance share grants are as follows:

2023 $ 265,772

Total remaining $ 279,656

2011 EQUITY INCENTIVE PLAN

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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.

The 2011 Plan expired June 23, 2021.

At December 31, 2021, there are no shares available to be issued under the plan.

In May 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.

The maximum number of shares of our common stock that may be delivered pursuant to awards granted under the 2011 Plan is 1,200,000 .

The 2011 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.

The 2011 Plan expired in June 23, 2021.

At December 31, 2021, there were no shares available to be issued under the Plan.

Also in May 2020, employees were granted 138,000 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.

Fair value of stock options was calculated using a Black-Scholes model with the following inputs:

stock price on the grant date and exercise price of - $ 0.56 per share;

expected term - 1 year;

annualized risk-free rate - 0.17 %;

and annualized volatility - 92.91 %.

Based on these inputs, the fair-value option price is $ 0.20 per share.

Compensation expense for the stock options issued totaled $ 27,849 and was recorded as additional paid in capital on the consolidated balance sheets for the year ended December 31, 2020.

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

Cash paid for the stock options totaling $ 247,156 for the year ended December 31, 2021 was deemed to be the incremental fair value of the stock options at the repurchase date, and was recorded as a reduction in additional paid-in capital on the consolidated balance sheets.

At December 31, 2021, the intrinsic value of the remaining 72,650 stock options outstanding was $ 53,035 .

During 2022 and 2021, 22,650 and 66,150 of the stock options, respectively, were repurchased and cancelled in lieu of being exercised.

Cash paid for the stock options totaling $ 12,195 and $ 247,156 , respectively, for the years ended December 31, 2022 and 2021 were deemed to be the incremental fair value of the stock options at the repurchase date, and was recorded as a reduction in additional paid-in capital on the consolidated balance sheets.

There were no remaining stock options outstanding as of December 31, 2022.

NOTE 15 OTHER INCOME AND EXPENSES

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12/31/22 12/31/21

Impairment of LPB related assets ( 1,076,258 ) —

Equity loss in affiliates ( 2,049,070 ) ( 2,131 )

Tonogold reimbursement of Pelen LLC acquisition costs — 234,944

Change in fair value of Tonogold preferred shares — ( 2,544,000 )

Change in fair value Tonogold note receivable $ ( 605,000 ) $ ( 418,500 )

Tonogold note receivable amendment fee income 362,500 —

Writedown of uncollectible receivable ( 300,000 ) —

Recognition of grant from CARES Act PPP loan — 261,170

Tonogold amendment fee and charges — 362,500

LINICO dividend income — 426,763

Other 75,202 425,185

LPB settlement and related expenses ( 250,000 ) —

Impairment of LPB related assets — ( 1,076,258 )

Write off of MCU-P note receivable, net of recovery ( 1,038,935 ) —

Write off of Pelen option ( 150,000 ) —

Equity loss in affiliates ( 1,133,633 ) ( 2,049,070 )

All other 116,167 ( 224,798 )

Total other income (expense) $ ( 3,061,401 ) $ ( 2,979,363 )

On April 30, 2020, the Company received a Paycheck Protection Program (“PPP”) grant of $ 261,170 , as part of the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), and the rules promulgated thereunder.

The amounts received were used to fund payroll and other qualifying costs and the all proceeds received were forgiven during 2021 .

NOTE 16 INCOME TAXES

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Mark-to-market adjustments 3,827,353 3,697,424

Capitalized research expenditures 1,327,372 —

Other 624,764 453,712

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Right of use asset – leases ( 3,469,304 ) ( 2,739,135 )

Mark-to market adjustments — ( 148,066 )

Intangible assets ( 4,080,313 ) ( 5,597,477 )

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The Company records a valuation allowance if, based on the weight of all available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

A portion of the change is due to net operating losses released due to acquisitions.

At December 31, 2022, and 2021, the Company has determined that a full valuation allowance is necessary against its net deferred tax assets based on the weight of all available evidence.

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Additionally, at December 31, 2022, the Company has net operating loss carryforwards of approximately $ 50.9 million for federal income tax purposes with no expiration, but which are subject to 80 % limitation upon utilization.

At December 31, 2021, the Company had no capital loss carryforwards.

At December 31, 2021, and 2020, the Company did not have any unrecognized tax benefits.

At December 31, 2022, the Company has capital loss carryforwards of approximately $ 4.9 million for federal income tax purposes which, if not utilized, will begin to expire in 2027.

At December 31, 2022, and 2021, the Company did no t have any unrecognized tax benefits.

The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense.

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NOTE 17 NET INCOME (LOSS) PER COMMON SHARE

Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding during the period.

Diluted income (loss) per share reflects the potential dilution that could occur if outstanding stock options were exercised into common stock.

For the years ended December 31, 2021, and 2020, we had no common stock equivalent shares that were dilutive.

The following is a reconciliation of the numerator and denominator used in the basic and diluted computation of net loss per share:

12/31/21 12/31/20

Net income (loss) attributable to Comstock Mining Inc.

$ ( 24,583,620 ) $ 14,931,970

Basic weighted average shares outstanding 50,417,979 30,526,895

Incremental shares - stock options — 34,273

Diluted weighted average shares outstanding 50,417,979 30,561,168

Net income (loss) per common share:

Basic EPS $ ( 0.49 ) $ 0.49

Diluted EPS $ ( 0.49 ) $ 0.49

The weighted average number of shares outstanding, for the purpose of calculating earnings per share, were reduced by 2,694,300 , which is the number of shares deemed to be owned by us through our ownership in LINICO.

Net Income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding during the period.

For the years ended December 31, 2022 and 2021, we had no common stock equivalent shares that were potentially dilutive, including warrants to purchase common stocks, stock options, stock awards and conversion option on a convertible debenture.

For the years ended December 31, 2022 and 2021, the weighted average number of shares outstanding, for the purpose of calculating earnings per share, were reduced by treasury shares of 2,520,388 and 2,694,300 , respectively, which is the number of treasury shares through our ownership in LINICO.

The remaining 311,827 weighted average treasury shares are deemed to be owned by AQMS.

NOTE 18 SEGMENT REPORTING

We have the following segments and reporting units:

production and sale of renewable energy products and strategic and other investments.

We have the following segments:

production and sale of metals and mining, renewable energy, and strategic and other corporate investments.

Summarized financial information relating to our reportable segments is provided below.

Certain amounts have been reclassified to conform to the current period presentation, most notably to reclassify our historical activities to our all other segment.

We have created a new operating segment, renewable energy products, which includes our new technologies and the resulting renewable energy products.

Our strategic and other investments segment includes all other activities, including real estate, mining, equity method investments and general corporate costs.

Our renewable energy segment includes our new technologies and the resulting renewable energy products.

Our mining segment includes our gold and silver mining assets and real estate.

Our strategic and other investments segment includes all other activities, including real estate, equity method investments and general corporate costs.

Strategic and other investments revenue is from real estate activities.

At December 31, 2021:

Renewable Energy Products:

Strategic and Other Investments Inter-segment Elimination Total

Revenue from external customers $ 634,042 228,123 $ — $ 862,165

Inter-segment revenue 371,900 — ( 371,900 ) —

Total segment revenue 1,005,942 228,123 ( 371,900 ) 862,165

Costs of goods sold:

Costs of goods sold 257,351 14,731 — 272,082

Inter-segment eliminations — — —

Total costs of goods sold 257,351 14,731 — 272,082

Gross Profit 748,591 213,392 ( 371,900 ) 590,083

Operating expenses

December 31, 2022 Renewable Energy Mining Strategic and Other Investments Total

Revenue $ — $ 146,950 $ 31,200 $ 178,150

Depreciation and amortization $ 1,600,877 $ 314,114 $ 1,413,579 $ 3,328,570

Other operating expenses 1,982,666 4,350,752 ( 371,900 ) 5,961,518

Total costs and expenses 2,550,186 4,817,718 ( 371,900 ) 6,996,004

Loss from Operations $ ( 10,619,429 ) $ ( 346,115 ) $ ( 8,395,738 ) $ ( 19,361,282 )

Other income (expense)

Gain (loss) on investments — ( 2,244,951 ) — ( 2,244,951 )

Interest expense ( 72,194 ) ( 163,651 ) 66,964 ( 168,881 )

Interest income 3,897 1,081,014 ( 66,964 ) 1,017,947

Change in fair value of derivative instruments $ 595,000 $ — $ ( 8,322,638 ) $ ( 7,727,638 )

Equity loss in affiliates — ( 2,049,070 ) — ( 2,049,070 )

Impairment of goodwill and intangible assets ( 6,394,610 ) — — ( 6,394,610 )

Other income (expenses) ( 6,328,429 ) 5,398,136 — ( 930,293 )

Impairment of intangibles $ — $ — $ ( 338,035 ) $ ( 338,035 )

Impairment of investment, net recovery $ — $ 2,204,715 $ — $ 2,204,715

Impairment of goodwill $ ( 12,788,671 ) $ — $ — $ ( 12,788,671 )

Total other income (expense), net $ ( 13,708,801 ) $ ( 2,369,679 ) $ ( 11,298,497 ) $ ( 27,376,977 )

Net income (loss) ( 14,592,931 ) ( 15,738,794 ) — ( 30,331,725 )

Deferred income tax benefit 1,514,303 4,233,802 — 5,748,105

Net income (loss) attributable to Comstock Mining Inc $ ( 13,078,628 ) $ ( 11,504,992 ) $ — $ ( 24,583,620 )

Capital Expenditures:

$ 78,467 $ — $ — $ 78,467

Net Loss $ ( 24,328,228 ) $ ( 2,715,794 ) $ ( 19,694,237 ) $ ( 46,738,259 )

Total Assets:

$ 12,524,408 $ 8,322,920 $ 79,206,431 $ 100,053,759

Investments $ 8,804,587 $ 17,046,292 $ — $ 25,850,879

Goodwill $ 12,788,671 $ — $ — $ 12,788,671

At December 31, 2020 Renewable Energy Products:

Strategic and Other Investments Inter-segment Elimination Total

Revenue from external customers $ — $ 201,700 $ — $ 201,700

Inter-segment revenue — — — —

Total segment revenue — 201,700 — 201,700

Costs of Goods Sold:

Costs of Goods Sold — 51,890 — 51,890

Inter-segment eliminations — — —

Total costs of goods sold — 51,890 — 51,890

Gross Profit — 149,810 — 149,810

Operating expenses

Capital Expenditures:

$ 1,014,070 $ — $ — $ 1,014,070

December 31, 2021 Renewable Energy Mining Strategic and Other Investments Total

Revenue $ 634,042 $ 196,923 $ 31,200 $ 862,165

Depreciation and amortization $ 567,520 $ 394,157 $ 72,809 $ 1,034,486

Other operating expenses — 4,401,633 — 4,401,633

Total costs and expenses — 5,624,071 — 5,624,071

Loss from Operations $ ( 1,801,595 ) $ ( 81,125 ) $ ( 4,523,201 ) $ ( 6,405,921 )

Other income (expense)

Gain (loss) on investments — 3,152,702 — 3,152,702

Gain on sale of membership interest in Comstock Mining LLC — 18,275,846 — 18,275,846

Changes in estimated fair value of contingent forward asset — 765,880 — 765,880

Interest expense — ( 421,887 ) — ( 421,887 )

Interest income — 473,681 — 473,681

Change in fair value of derivative instruments $ ( 6,300,000 ) $ — $ ( 6,855,946 ) $ ( 13,155,946 )

Equity loss in affiliates — ( 2,131 ) — ( 2,131 )

Impairment of goodwill and intangible assets — — — —

Other income (expenses) — ( 2,265,698 ) — ( 2,265,698 )

Impairment of intangibles $ ( 230,764 ) $ — $ — $ ( 230,764 )

Impairment of goodwill $ ( 6,163,846 ) $ — $ — $ ( 6,163,846 )

Total other income (expense), net $ ( 12,791,336 ) $ 450,517 $ ( 11,584,985 ) $ ( 23,925,804 )

Net income (loss) — 14,931,970 — 14,931,970

Deferred income tax benefit — 0 — —

Net income (loss) attributable to Comstock Mining Inc $ — $ 14,931,970 $ — $ 14,931,970

Capital Expenditures:

$ — $ 130,750 $ — $ 130,750

Net Loss $ ( 13,078,628 ) $ 369,392 $ ( 11,874,384 ) $ ( 24,583,620 )

Total Assets:

$ 43,001,837 $ 11,304,024 $ 72,648,771 $ 126,954,632

Investments $ — $ 3,272,597 $ — $ 3,272,597

Goodwill $ — $ — $ — $ —

Capital Expenditures:

$ 78,467 $ — $ — $ 78,467

Prior to December 30, 2021, RPS other services revenue of $ 905,942 were recognized for LINICO prior to our acquisition.

Of this amount, $ 371,900 was considered intersegment revenue and was eliminated in consolidation.

RPS's revenue is included in the Renewable Energy Products segment.

RPS's revenue is included in the Renewable Energy segment.

NOTE 19 RELATED PARTY TRANSACTIONS

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On September 7, 2021, the Company entered 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 at a rate equal to 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.

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 4,500,000 LINICO Series A Preferred shares, corresponding to 10.91 % of LINICO’s issued and outstanding capital stock, in exchange for 375,000 shares 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 .

If 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 ($ 2,500,000 ) and the additional deposit due under the AQMS Lease Agreement ($ 2,000,000 ) (see Note 2, Acquisitions and Investments , Note 6, Property, Plant and Equipment , 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 the AQMS (the February 15, 2021 differential is automatically applied to the exercise of the AQMS warrants).

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 equating to 90 % ownership.

The former chief executive officer resigned from LINICO as a member of its board of directors and in all other capacities, effective at 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.

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 31, 2021, the remaining 10 % of LINICO’s issued and outstanding equity was owned by Aqua Metals Inc.

One of the members of the Company’s board of directors, is the chief financial officer of AQMS.

The Company’s chief technology officer and the president of the Company's Comstock Fuels subsidiary are indirect beneficiaries of all payments made to FPC under the Asset Purchase Agreement.

The Company additionally agreed to appoint the Company's president 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 ).

LEASE AND PURCHASE AGREEMENT FOR BATTERY RECYCLING FACILITY

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(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.

The Company committed a plan to sell certain land, buildings and related improvements under the Battery Recycling Facility.

As of December 31, 2022, the Company has assets with a net book value of $ 21,684,865 that met the criteria to be classified as assets held for sale.

Those criteria specify that the

asset must be available for immediate sale in its present condition (subject only to terms that are usual and customary for sales of such assets), the sale of the asset must be probable, and its transfer expected to qualify for recognition as a completed sale generally within one year.

Proceeds from the sale of these assets are required to be used to satisfy obligations due under the terms of the Battery Recycling Facility in which LINICO has a finance lease, as lessee, with Aqua Metals Reno Inc., a subsidiary of AQMS, (See Note 8 Leases ).

In March 2023, the Company sold the related building, land and equipment for $ 27,000,000 (See Note 20, Subsequent Events ).

LINICO CORPORATION

During the year ended December 31, 2022, the Company and AQMS invested $ 1,140,000 and $ 500,000 , respectively, in cash investments to LINICO.

As of December 31, 2022, we own 88.21 % of LINICO's outstanding equity and the remaining 11.79 % is owned by AQMS.

One of the members of the Company’s board of directors, is the chief financial officer of AQMS.

LINICO purchased $ 782,500 in equipment from AQMS for the year ended December 31, 2022 which is classified as assets held for sale (See Note 8, Leases ).

TRANSACTIONS INVOLVING SIERRA SPRINGS OPPORTUNITY FUND

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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 SSOF Advances and the $ 9,740,000 required to close under its pending purchase agreement for Comstock’s Silver Springs Properties.

The Company expects that transaction to be completed during 2022, thereby providing the Company with $ 14,635,000 in estimated cash proceeds.

The $ 450,000 investment and 9,000,000 voting shares of our CEO and two of our directors represent 15.93 % of total as converted SSOF common shares.

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

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

The Company is currently assessing an agreement with an affiliate company of Kevin Kreisler, the Company’s director and chief technology officer, pursuant to which the Company would agree to acquire the majority of the issued and outstanding equity of a publicly traded entity in connection with the Company’s ongoing evaluation of various alternatives to monetize certain non-strategic assets.

Pursuant to the agreement, Mr.

Kreisler agreed to contribute his beneficial ownership interest in the entity to the Company for no additional consideration, and the Company agreed to reimburse certain transaction expenses of approximately $ 100,000 incurred by Mr.

As of the year end December 31, 2022, no agreement has been determined between the Company and the affiliated company of Mr.

NOTE 20 SUBSEQUENT EVENTS

On January 3, 2022, the Company made an additional SSOF Advance of $ 1,300,000 , for use by SSE in paying deposits for contracted property purchases.

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

On January 20, 2022, the Compensation Committee of the Company’s Board of Directors authorized a special cash award of $ 150,000 to William McCarthy, the Company’s Chief Operating Officer, for superlative efforts.

LP Biosciences LLC

On February 28, 2022, the Company and the other parties to the LP Biosciences transactions mutually agreed to terminate the Transaction Documents.

In connection with the termination, 3,500,000 restricted shares of the Company’s common stock were transferred back to the Company for cancellation upon receipt.

The Company incurred additional expenses of approximately $ 250,000 in connection with the termination of the transaction.

On August 20, 2021, the former employees filed a wrongful termination lawsuit against the Company, its Board of Directors, its Audit and Finance Committee, its Chief Executive Officer and certain of its managers for the termination of their employment.

On March 4, 2022, the Company and the former employees agreed to a settlement, which will result in the litigation being dismissed.

At December 31, 2021, the Company has accrued the agreed upon severance and related costs.

Tonogold Option Agreement, Reconveyance of Lucerne mine and related assets, and Tonogold Note Receivable

On March 26, 2022, the Company entered into an Option Agreement with Tonogold (the “Lucerne Option”).

Subject to certain conditions under the Lucerne Option (including the obligation to complete certain capital raising thresholds and technical reports), Tonogold will re-convey 100 % of the previously sold membership interests of Comstock Mining LLC, the entity that owns the Lucerne mine, to the Company, in exchange for the Company forgiving Tonogold’s payment obligations under secured note in the principal amount of $ 6,650,000 owed by Tonogold to the Company.

Under the Lucerne Option, Tonogold will pay the Company a non-refundable $ 750,000 option fee for the right to purchase the membership interests of Comstock Mining LLC for $ 7,750,000 on or prior to December 31, 2022.

Tonogold will also be entitled to pay an additional $ 500,000 non-refundable extension fee to extend the last day of the option exercise period from December 31, 2022, to July 1, 2023.

In order to maintain its right to exercise the option, Tonogold bears the responsibility for certain reclamation liabilities, assumes responsibility for the guarantee of the Company’s future payments of capital contributions required under the operating agreement of Northern Comstock and provide payment for all obligations that Tonogold would have otherwise been required to assume under the original purchase agreement and related documents, including the NSR royalty on the Lucerne properties, mineral exploration and mining lease payments, payments related to the Lease Option Agreement, and for certain other properties acquired by Tonogold.

From January 11, 2023 to March 6, 2023, Ionic Ventures converted $ 1,000,000 with interest of $ 13,185 at an average price of $ 0.32 per share for 3,177,691 shares.

From January 10, 2023 to February 21, 2023, the Company issued 3,214,599 shares of common stock to Tysadco, for an aggregate sales price of $ 1,350,000 at an average price per share of $ 0.42 .

From February 15, 2023 to February 24, 2023, the Company issued 2,875,677 registered shares of common stock to Leviston pursuant to the Company’s Form S-3 filed with the U.S.

Securities and Exchange Commission, for an aggregate sales price of $ 800,000 at an average price per share of $ 0.28 , and an additional 963,445 common shares at a fair value of $ 350,000 in commitment and due diligence fees.

As of March 16, 2023, the 2023 Leviston Sales Agreement has $ 4,200,000 of remaining capacity.

On March 1, 2023, Comstock Inc.

announced that LINICO Corporation, a corporation that is 88.21 % owned by the Company, entered into agreements to sell certain assets owned by LINICO for $ 27.0 million.

Pursuant to the terms of the LINICO sale agreements, $ 1.5 million of the purchase price will be held in escrow for up to 18 months and be available for the settlement of indemnification claims made by the buyer under the LINICO sale agreements.

The LINICO facility was being leased pursuant

to an agreement that permitted LINICO to purchase the facilities for a purchase price of $ 15.25 million, $ 3.25 million of which, was previously paid in the form of deposits.

The Company has already received $ 6 million in proceeds and expects to receive a total net proceeds of over $ 12.5 million from the sale of the LINICO facility and related equipment, on or before March 31, 2023.

ITEM 9 CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

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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 8. Financial Statements and Supplementary Data