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Item 9A. Controls and Procedures

2023-03-16 compared with 2022-03-28 · 248 added, 270 removed, 475 unchanged (52% of the section changed)

6 unchanged sentences

Our principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective at December 31, 2022.

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

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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Management assessed the effectiveness of our internal control over financial reporting at December 31, 2022, using criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and concluded that we have maintained effective internal control over financial reporting at December 31, 2022, based on these criteria.

There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B OTHER INFORMATION

6 unchanged sentences

“Del” Marting Jr.

Kristin Slanina 53 Director

Corrado De Gasperis

57 Director, Executive Chairman and Chief Executive Officer

President, Chief Financial Officer

50 Director, Chief Technology Officer

McCarthy 43 Chief Operating Officer

Winsness 54 Chief Technology Officer

Winsness 55 President, Comstock Fuels Corporation

Rahul Bobbili 47 Chief Engineering Officer

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Barzel operated a network of 15 steel-based manufacturing, processing and distribution facilities in the United States and Canada that offered a wide range of metal solutions to various industries, from construction and industrial manufacturing to transportation and mining.

De Gasperis resigned from Barzel in September 2009, after Barzel agreed to sell substantially all of its assets in a planned transaction that was consummated in a sale pursuant to Section 363 of the U.S.

Bankruptcy Code following a multiple party bidding process with suitors focused on both in-court and out-of-court transactions.

Barzel and substantially all of its U.S.

and Canadian subsidiaries were purchased for $65.0 million in cash.

From 1998 to 2006, Mr.

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From 1987 to 1998, Mr.

De Gasperis was a Certified Public Accountant with KPMG LLP, an international provider of financial advisory and assurance services.

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

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

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

De Gasperis was a Certified Public Accountant with KPMG LLP, an international provider of financial advisory and assurance services where he served clients such as General Electric Company and Union Carbide Corporation.

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

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

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

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

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

Committee and a member of the Nominations and Advisory Committees.

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

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

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

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

He joined the Company’s Board of Directors on February 12, 2018.

Since 2016, Mr.

Drozdoff owns and operates The Drozdoff Group, a natural resource consulting firm and in 2018, became a Partner in The Perkins Company, a government affairs and registered lobbying firm in Nevada, representing a variety of mining and other environmental relevant companies.

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

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

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He also chaired the Nevada Public Employee Benefits Program Board, overseeing the benefits of more than 30,000 public employees, retirees and their families.

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

Drozdoff is a graduate of Bucknell University with a Bachelor of Science in Civil Engineering.

He also holds an MBA in Management from the University of Nevada, Reno.

“Del” Marting, Jr., Director

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

Marting serves as the Chairman of the Risk Management Committee.

He is the Founder and Managing Member of CereCare, LLC, D/B/A Brain Health Restoration since March 2017, a firm focused on providing breakthrough rehabilitation treatment for individuals, including numerous veterans, suffering from brain disease, traumatic brain injury and related substance use disorders, most commonly alcoholism and opioid addictions.

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

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Merrill, Director

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

Merrill serves as the Chairman of the Audit and Finance Committee.

He is currently the Chief Financial Officer of Aqua Metals, Inc.

since November 2018.

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From 2011 to 2017, Mr.

Merrill was employed by Comstock Mining Inc.

Merrill was employed by Comstock Inc.

with financials positions of increasing responsibility, including Chief Financial Officer and Corporate Secretary.

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Merrill began his career at Deloitte & Touche LLP and spent six years working in broad financial accounting, reporting, auditing, internal control, and corporate financial activities.

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

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

Merrill joined the Company’s Board of Directors on September 11, 2020.

Nance, Director

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

Nance serves as the Chairman of the Nominating and Governance Committee and the Executive and Strategic Planning Committee.

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

5 unchanged sentences

Nance joined the Company’s Board of Directors on October 26, 2005.

Kreisler, Director, President and Chief Financial Officer

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

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

Kristin Slanina, Director

Slanina was elected to the Company’s Board of Directors on May 26, 2022.

Slanina is currently the Chief Innovation Officer of Parkmyfleet since September 2021, creating electric vehicle (EV) mobility hubs.

She was the managing director of Charge Across America, leading the documentary of an electric vehicle rally from NY to LA, where she personally drove over 3300 miles in an EV to gain first-hand insights for mass adoption.

She was Chief Operating Officer of TrueCar, an online portal for car-buying consumers and a network of o ver 10,000 certified dealers.

Slanina was also the Chief Transformation Officer of Thirdware, an IT consulting firm, where she led the Emerging Technology group and paved the way to augment Thirdware’s partner with Ford and other OEMs/Tier 1’s on vehicle software development and machine learning.

She was also the Executive Director of Automotive & Transportation Mobility for Ernst & Young’s global mobility practice, advising clients on mobility and smart cities.

Slanina restructured and lead Fiat-Chrysler’s fuel economy/greenhouse gas and propulsion, strategy after spending over two decades with the Ford Motor Company, including ten years as a core engine engineer and subsequently responsible for architecting Ford’s Future of Mobility.

She was the first female engineer in Ford of Germany and the first female on Ford’s all-male German soccer league.

She has been and is a champion who supports women at all career levels, having voluntarily mentored hundreds of women throughout her career.

Slanina brings a diverse pedigree and over 30 years of experience to Comstock’s board, including as core automotive engine engineer, mobility expert, automotive consumer-fulfillment strategist, and management and board leadership.

She is a board member of Velodyne Lidar and serves on both their Compensation and Nominating & Governance committees.

She holds both Bachelor's and Master's Degrees of Science in Mechanical Engineering from the Massachusetts Institute of Technology, Cambridge, MA, with a minor in French.

Kreisler, Director, Chief Technology Officer

Kreisler joined Comstock in September 2021.

He is currently our chief technology officer.

Kreisler joined the Company's Board of Directors on May 26, 2022.

He is also a director and chief technology officer of each of the Company’s wholly- and majority-owned subsidiaries, and a director of Quantum Generative Materials, LLC.

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

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

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

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

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

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in Economics from Tufts University.

Winsness, Chief Technology Officer

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

Winsness, President, Comstock Fuels Corporation

Winsness joined Comstock in September 2021.

He is currently its president of its Comstock Fuels subsidiary.

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

5 unchanged sentences

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

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

fuels and alternatives to fossil fuels.

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

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The Board of Directors has determined that Messrs.

Drozdoff, Marting, Merrill and Nance are “independent” directors within the listing standards of the NYSE American and the independence standards of our Corporate Governance Guidelines.

Drozdoff, Marting, Merrill, Nance and Ms.

Slanina are “independent” directors within the listing standards of the NYSE American and the independence standards of our Corporate Governance Guidelines.

Drozdoff, Marting and Nance are also independent within the standards set forth in Rule 10A-3 of the Exchange Act.

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

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

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

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

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

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

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

, management and strategic planning and oversight of Company operations.

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

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

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

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

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

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

Kreisler was elected to the Board of Directors of the Company on May 26, 2022.

CODE OF CONDUCT AND ETHICS

2 unchanged sentences

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

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

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

BOARD COMMITTEES

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

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

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

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Members of the Audit and Finance Committee are Mr.

Nance (Chairman), Mr.

Drozdoff and Mr.

Merrill (Chairman), Mr.

Nance and Mr.

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

Nance qualifies as an “audit committee financial expert” as that term is defined in the rules and regulations of the SEC, and therefore meets the NYSE American financial sophistication requirement for at least one Audit and Finance Committee member.

Merrill and Mr.

Nance qualify as “audit committee financial experts” as that term is defined in the rules and regulations of the SEC, and therefore meet the NYSE American financial sophistication requirement for at least two Audit and Finance Committee members.

The designation of Mr.

Nance as an “audit committee financial expert” does not impose on him any duties, obligations or liability that are greater than those that are generally imposed on him as a member of our Audit and Finance Committee and the Board, and his designation as an “audit committee financial expert” pursuant to this SEC requirement does not affect the duties, obligations or liability of any other member of our Audit and Finance Committee or the Board.

Merrill and Mr.

Nance as “audit committee financial experts” does not impose on them any duties, obligations or liability that are greater than those that are generally imposed on them as members of our Audit and Finance Committee and the Board, and their designations as “audit committee financial experts” pursuant to this SEC requirement does not affect the duties, obligations or liability of any other member of our Audit and Finance Committee or the Board.

COMPENSATION COMMITTEE

13 unchanged sentences

No executive officer of the Company served as a director or member of the compensation committee of another entity, one of which executive officers is a member of the Company’s Compensation Committee.

ENVIRONMENTAL, SUSTAINABILITY, AND GOVERNANCE COMMITTEE

We are an emerging leader in the global shift to a circular economy.

Our systemic management methodology, corporate social responsibility (“CSR”) and environmental, social, and governance (“ESG”) policies and framework defines, seeks, and accounts for benefits in ways that align all of our stakeholder interests with sustainability objectives that are designed to rise to the realities of our time;

where benefits are defined in terms of three different interdependent forms of capital – financial, natural, and social, that we generate while making a positive impact on the economy, the environment, and our local and global communities.

THE NOMINATING AND GOVERNANCE COMMITTEE

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- previous public company board experience together with good references.

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

Box 1118, Virginia City, Nevada 89440, Attention:

3 unchanged sentences

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

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

Kreisler was nominated as a director, pursuant to the terms of the acquisition and securities exchange agreement with Comstock Innovations on September 7, 2021, and was elected as a director of the Company on May 26, 2022.

ATTENDANCE AT ANNUAL MEETING

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

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

All seven directors attended the Company’s 2022 Annual Meeting.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

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ITEM 11 EXECUTIVE COMPENSATION

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

The following summary compensation table sets forth all compensation awarded to, earned by, or paid by the Company and its subsidiaries (or by third parties as compensation for services to the Company or its subsidiaries) to its executive officers, including the Company’s principal executive officer, principal financial officer, and principal accounting officer during 2022 and 2021.

Name and Principal Position

1 unchanged sentence

Non-Equity Incentive Plan Compensation

All Other Compensation

Non-qualified deferred compensation earnings All Other Compensation (7)

Corrado De Gasperis (1)

3 unchanged sentences

2022 $ 390,566 $ — $ — $ — $ — $ — $ — $ 390,566

President, Chief Financial Officer

Chief Technology Officer

2021 $ 138,269 $ — $ — $ — $ — $ — $ — $ 138,269

2022 $ 390,566 $ 150,000 $ — $ — $ — $ — $ — $ 540,566

Chief Operating Officer

2021 $ 142,800 $ — $ — $ — $ — $ — $ — $ 142,800

Chief Technology Officer

2022 $ 390,566 $ — $ — $ — $ — $ — $ — $ 390,566

President, Comstock Fuels Corporation

2021 $ 137,221 $ — $ — $ — $ — $ — $ — $ 137,221

Rahul Bobbili (5)

1 unchanged sentence

Chief Engineering Officer

2021 $ 109,423 $ — $ — $ — $ — $ — $ — $ 109,423

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

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

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

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

3 unchanged sentences

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

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

Kreisler was hired to serve as the Company’s president and chief financial officer effective September 7, 2021, becoming the Company's chief technology officer effective July 1, 2022.

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

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

On January 20, 2022, the compensation committee authorized a special cash award of $150,000 to Mr.

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

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

(6) On July 1, 2022, the Board of Directors approved base salaries for executives of $495,000 with the opportunity for up to 100% performance bonuses.

(7) All other compensation reflects amounts paid as match contribution made by our PEO under our 401(k) Plan and for personal time off ("PT)") not taken.

The Company did not match 401(K) contributions in 2022 or 2021.

Beginning on January 1, 2023, the Company will match 100% of employee deferrals up to the first 2% of compensation for the period.

On July 1, 2022, the Board of Directors of the Company reviewed and ratified company-wide compensation programs, including new compensation for the named executive officers and independent directors of the Company, which were recommended by the Compensation Committee of the Board.

The Board also modified the roles of certain named executives.

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.

The Company philosophy is to align total compensation of its employees, including the named executive officers, with performance-based incentives that are fully with the Company’s goals for delivering value for the Company’s shareholders.

These company-wide programs will include market-based salaries, profit sharing and stock-based compensation.

The adoption and implementation of compensation programs are intended to support that philosophy and the interest of the Company and its shareholders by providing appropriate forms of performance-based cash and stock-based compensation alternatives that strengthen the ability of the Company to attract and retain employees and others who focus their efforts and abilities on realizing the Company’s specific objectives, and in particular, at a time when the Company is implementing aggressive development and growth plans.

The roles of the Company’s named executive officers were modified as follows:

Corrado De Gasperis – Chief Executive Officer

Rahul Bobbili – Chief Engineer;

Kevin Kreisler – Chief Technology Officer;

William McCarthy – Chief Operating Officer;

David Winsness – President Comstock Fuels.

De Gasperis is also the Company’s acting principal financial and accounting officer.

The following table sets forth the outstanding equity awards as of December 31, 2022:

Option Awards Stock Awards

Name Number of securities underlying unexercised options (#) exercisable Number of securities underlying unexercised options (#) unexercisable Equity incentive plan awards:

Number of securities underlying unexercised unearned options (#) Option exercise price ($) Option expiration date Number of shares or units of stock that have not vested (#) Market value of shares of units of stock that have not vested ($) Equity incentive plan awards:

Number of unearned shares, units or other rights that have not vested (#) Equity inventive plan awards:

Market or payout value of unearned shares, units or other rights that have not vested ($)

Corrado De Gasperis(1) — — — $ — — — $ — 500,000 $ 137,500

Chief Executive Officer

Kreisler — — — $ — — — $ — - $ —

Chief Technology Officer

McCarthy — — — $ — — — $ — - $ —

Chief Operating Officer

Winsness — — — $ — — — $ — - $ —

President, Comstock Fuels Corporation

Rahul Bobbili — — — $ — — — $ — - $ —

Chief Engineering Officer

(1) Under the 2020 Equity Incentive Plan, Mr.

De Gasperis was awarded 250,000 performance condition shares and 250,000 market condition shares with a grant date of January 4, 2021 and vesting date of January 4, 2022.

The vesting of 50% of the 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.

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

EMPLOYMENT, RETIREMENT AND SEVERANCE PLANS AND AGREEMENTS

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

On July 1, 2022, the Board of Directors agreed to increase the base salary to $495,000.

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

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

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

The agreement also requires us to adopt a

profit-sharing plan whereby 10% of net cash profits before principal payments of indebtedness and investments in fixed assets will be set aside for semi-annual payments to employees.

The profit-sharing plan has not yet been established.

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

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

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

Upon a termination of Mr.

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

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

The letter agreement calls for a $250,000 base salary and an initial term of five years, subject to automatic renewal for consecutive one-year terms until either party provides conforming notice of termination.

On July 1, 2022, the Board of Directors agreed to increase the base salary to $495,000.

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

The Company entered into substantially similar agreements with William J.

The Company entered into substantially similar agreements and base salary adjustments with William J.

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

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

Winsness, the president of the Company’s Comstock Fuels subsidiary, and Rahul Bobbili, the Company’s chief engineering officer, on July 23, 2021, September 7, 2021, and June 23, 2021, respectively.

EQUITY COMPENSATION PLAN INFORMATION

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Equity Compensation Plans (1)

2011 Equity Compensation Plan (2) (4)

2020 Equity Compensation Plan (3) (4)

2020 Equity Compensation Plan - Directors (2) (3)

2020 Equity Compensation Plan - Management (2) (3)

1,230,000 — 30,000

Excluding securities reflected in column (A) above.

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

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

The options vested immediately and expire in May 2022.

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

(2) There are 540,000 restricted shares granted and outstanding under the 2020 plan, which vest evenly on January 1st of each year over the three-year term, ending on January 1, 2024.

1 unchanged sentence

As of December 31, 2022, there are 30,000 shares available for issuance under the 2020 plan.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

beginning stock price – $3.51;

annual equity volatility – 93%;

risk-free rate – 0.79%;

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

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

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

beginning stock price – $3.17;

annual equity volatility – 93%;

risk-free rate – 71.00%;

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

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

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

beginning stock price – $3.04;

annual equity volatility – 95%;

risk-free rate – 0.65%;

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

(3) The Company recognizes forfeitures under the 2020 Plan as they occur.

2011 EQUITY INCENTIVE PLAN

In 2011, the Company adopted the Comstock Mining, Inc.

2011 Equity Incentive Plan (the “2011 Plan”).

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

The 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.

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

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

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

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

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

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

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.

2022 and 2011, 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 2011 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.

2020 EQUITY INCENTIVE PLAN

In 2020, the Company adopted the Comstock Mining Inc.

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 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 of $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.

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 value basis.

Vesting is dependent on the employee remaining with the Company from the grant date through the vesting date.

The performance vesting based on the share price were valued using a path-dependent model with the following range of inputs:

December 31, 2022 December 31, 2021

Total shares granted 40,000 1,140,000

Performance condition valuation inputs:

Performance condition shares 20,000 570,000

Stock price at grant date $0.62 to $1.6 $1.10 to $3.5

Market condition valuation inputs:

Market condition shares 20,000 570,000

Stock price $0.62 to $1.6 $1.10 to $3.5

Volatility 95% to 96% 77% to 95%

Risk-free rate 2.51% to 2.82% 36% to 79%

Number of iterations 100,000 100,000

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

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.

The Company has not yet issued any grants associated with the 2022 Plan.

Year Summary compensation table total for PEO Compensation paid to PEO Average summary compensation table for non-PEO NEOs Average compensation actually paid to non-PEO NEOs Total Shareholder Return (1) Net Income (Loss)

2022 $ 503,360 $ 503,360 $ 428,066 $ 428,066 $ 21 $ (46,738,259)

2021 $ 679,632 $ 335,280 $ 131,928 $ 131,928 $ 117 $ (24,583,620)

(1) Total shareholder return is based on the value of initial fixed $100 investment

We structure our executive compensation program to align the interests of our named executive officers with the interest of our shareholders.

We believe a named executive officer's compensation should be tied directly to the achievement of our strategic, financial and operating goals, which are designed to deliver value to our shareholders.

Our current executive compensation structure accounts for base salary and bonuses of approximately 98% of the total compensation for our executives.

Out total shareholder return decreased 79% in 2022 as compared to a return of 17% in 2021.

The market price of our common stock on December 30, 2022 was $0.28 per share, a decrease of approximately 79% in 2022 from the closing price of $1.32 on January 4, 2022.

Our total shareholder return decrease in 2022 correlates to an approximately 87% increase in our net loss in 2022 of $46,738,259 as compared to 2021 of $24,583,620.

DIRECTOR COMPENSATION

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Compensation cost totaling $190,800 was recorded as a general and administrative expense in the consolidated statements of operations for the year ended December 31, 2022.

The following table summarizes the directors’ compensation for 2021:

The following table summarizes the independent directors’ compensation for 2022:

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

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

24,000 47,700 71,700

Drozdoff (1) (3) $ 52,000 $ 47,700 $ 99,700

(2) (4) 47,000 47,700 94,700

Merrill (2) (5) 52,000 47,700 99,700

Nance (2) (6) 47,000 47,700 94,700

Kristin Slanina 30,000 — 30,000

Total directors cash compensation $ 228,000 $ 190,800 $ 418,800

(1) No payment included interest.

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

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

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

ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(2) Under the 2020Equity Incentive Plan, each member was granted 135,000 shares of common stock under the Plan besting in three equal 1/3 increments of 45,000 shares on January 1, 2022, January 1, 2023 and January 1, 2024.

The total value on grant date of December 31, 2020 was $143,100 with a stock price of $1.06 on grant date.

(3) Includes $10,000 in committee chair fees paid in 2022.

(4) Includes $5,000 in committee chair fees paid in 2022.

(5) Includes $10,000 in committee chair fees paid in 2022.

(6) Includes $5,000 in committee chair fees paid in 2022.

ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND

RELATED STOCKHOLDER MATTERS

The following table sets forth, at March 16, 2023, information regarding the voting stock beneficially owned by any person who, to our knowledge, owned beneficially more than 5% of any class of voting stock as well as by the members of our Board of Directors and by all officers and directors as a group.

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11,060,280 10.9 %

Michael Vogel (7)

3,500,000 5.2 %

LINICO Corporation (8)

3,000,000 4.4 %

Quantum Generative Materials LLC (9)

3,000,000 4.4 %

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

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

Applicable percentage of ownership is based on 101,673,430 shares of common stock outstanding as of March 16, 2023, together with all applicable options and warrants for such stockholder.

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

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

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

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

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

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

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

ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR

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The following related party transactions occurred during the years ended December 31, 2022 and 2021.

RENEWABLE ENERGY PRODUCTS SEGMENT

RENEWABLE ENERGY SEGMENT

Amendment to Asset Purchase Agreement

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

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

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.

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

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

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

The Company additionally agreed to appoint Mr.

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

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 Asst Purchase Agreement.

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

Acquisition of Majority Equity Interest in LINICO Corporation

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Lease and Purchase Agreement for Battery Recycling Facility

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

FLUX Photon Corporation

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

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

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

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

STRATEGIC AND OTHER INVESTMENTS SEGMENT

Transactions Involving Northern Comstock LLC

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

Winfield, DWC Resources, Inc.

As part of the Operating Agreement, the Company obtained the exclusive rights of production and exploration on certain property formerly owned by DWC in Storey County, Nevada (the “DWC Property”) and two parcels previously leased by Mr.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

These capital contribution obligations are guaranteed and reimbursed by Tonogold.

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

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

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

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.

Transactions Involving Sierra Springs Opportunity Fund

During 2018, the U.S.

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

Sierra Springs Opportunity Fund, Inc.

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

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

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

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

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

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

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

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

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

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

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

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

SSOF was required

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

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

The Company provided SSOF with a total of $4,990,000 in advances (“SSOF Advances”), including $55,000 and $4,935,000 provided during the years ended December 31, 2022, and 2021, respectively.

SSOF was required to use the corresponding proceeds to pay deposits and other payments on land and other facilities related to investments in qualified businesses in the

opportunity zone.

The SSOF Advances are non-interest-bearing and are expected to be repaid on or before the closing of the Company’s sale of the Silver Springs Properties to SSE (See Note 2, Acquisitions and Investments ).

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

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

SSOF is currently raising additional equity financing, including sufficient proceeds to fully pay the $4,990,000 in 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 2023, thereby providing the Company with $14,635,000 estimated cash proceeds.

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

The $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 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.

ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES

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The Audit and Finance Committee’s primary responsibility is to monitor and oversee these processes and to report thereon to the Board of Directors.

In this context, the Audit and Finance Committee has met privately with management and Assure CPA, LLC (“Assure CPA”) (formerly known as DeCoria, Maichel & Teague, P.S.), our independent registered public accounting firm.

In this context, the Audit and Finance Committee has met privately with management and Assure CPA, LLC (“Assure CPA”), our independent registered public accounting firm.

Assure has had unrestricted access to the Audit and Finance Committee.

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For the years ended December 31, 2022 and 2021, the fees set forth below were incurred in connection with services provided by those firms.

2021 2021 2020 2020

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

Assure CPA, LLC Assure CPA, LLC

Audit Fees $309,172 $214,222

Audit Related Fees — — — 139,718

Tax Fees 16,028 —

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The Audit and Finance Committee will not delegate to management the pre-approval of services to be performed by the independent auditor.

Our Audit and Finance Committee requires that our independent auditor, in conjunction with our Chief Executive Officer and Chief Accounting Officer, be responsible for seeking pre-approval for providing services to us and that any request for pre-approval must inform the Audit and Finance Committee about each service to be provided and must provide detail as to the particular service to be provided.

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

ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Our Audit and Finance Committee requires that our independent auditor, in conjunction with our Chief Executive Officer who is also the Chief Accounting Officer, be responsible for seeking pre-approval for providing services to us and that any request for pre-approval must inform the Audit and Finance Committee about each service to be provided and must provide detail as to the particular service to be provided.

Our Audit and Finance Committee Chair and Audit and Finance Committee financial expert is Judd Merrill.

ITEM 15 EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

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

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Number Exhibit

3.1 Articles of Incorporation (previously filed with Securities and Exchange Commission on February 20, 2018 as exhibit 3.1 to the Company's Form 10-K (file number 001-35200/film number 18622935) and incorporated herein by reference)

3.2 Amended and Restated Bylaws (previously filed with Securities and Exchange Commission on June 8, 2011 as exhibit 3.2 to the Company’s Current Report on Form 8-K (file number 001-35200/film number 11901161) and incorporated herein by reference)

10.1# Comstock Mining Inc.

2011 Equity Incentive Plan (previously filed with the Securities and Exchange Commission on June 29, 2011 as exhibit 10.1 to the Company’s Current Report on Form 8-K (file number 11939736) and incorporated herein by reference)

10.2# Form of Restricted Stock Agreement (previously filed with the Securities and Exchange Commission on December 23, 2011 as exhibit 10.1 to the Company’s Current Report on Form 8-K (file number 111280520) and incorporated herein by reference)

Articles of Incorporation (previously filed with Securities and Exchange Commission on June 2, 2022 as exhibit 3.1 to the Company's Current Form 8-K (file number 001-35200/film number22988695) and incorporated herein by reference)

3.2 Amended and Restated Bylaws (previously filed with Securities and Exchange Commission on June 2, 2022 a s exhibit 3.2 to the Company’s Current Report on Form 8-K (file number 001-35200/film number 22988695 ) and incorporated herein by reference) 1

10.2# Comstock Inc.

2022 Equity Incentive Plan (pre v iously filed with the Securities and Exchange Commission on April 15, 2022 as Anne x B to the Company’s Definitive Proxy Statement on Schedule 14A (file number 22828907 ) and incorporated herein by reference)

10.3# Employment Agreement, dated as of April 21, 2010, between the Company and Corrado De Gasperis (previously filed with the Securities and Exchange Commission on April 26, 2010 as exhibit 10.1 to the Company’s Form 8-K (file number 10769447) and incorporated herein by reference)

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2 To Employment Agreement dated January 31, 2014 (previously filed with the Securities and Exchange Commission as exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 (file number 14707727) and incorporated by reference herein)

10.9 Stockholders Agreement, dated as of July 29, 2015, by and among Comstock Mining Inc., Northern Comstock LLC, DWC Resources Inc., The InterGroup Corporation, Santa Fe Financial Corporation, Portsmouth Square, Inc., and John V.

Winfield (previously filed with the Securities and Exchange Commission on July 29, 2015 as exhibit 10.2 to the Company's Form 8-K (file number 151011053) and incorporated herein by reference)

10.10 Drilling and Development Services for Common Stock Investment Agreement dated March 28, 2016 (previously filed with the Securities and Exchange Commission on filed on March 30, 2016 as exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 161536682) and incorporated by reference herein)

10.11 Forbearance Agreement, dated as of June 27, 2016, between the Company and Caterpillar Financial Services Corporation (previously filed with the Securities and Exchange Commission on August 4, 2016 as exhibit 10.2 to the Company's Form 10-Q (file number 001-35200/film number 161805513) and incorporated herein by reference)

10.12 Debenture, dated as of January 13, 2017, between Comstock Mining Inc.

and GF Comstock 2 LP (previously filed with the Securities and Exchange Commission on January 17, 2017 as exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 17531561) and incorporated herein by reference)

10.13 Pledge and Security Agreement, dated as of January 13, 2017, between Comstock Mining Inc.

and GF Comstock 2 LP (previously filed with the Securities and Exchange Commission on January 17, 2017 as exhibit 10.3 to the Company's Form 8-K (file number 001-35200/film number 17531561) and incorporated herein by reference)

10.14 Form of Deed of Trust (previously filed with the Securities and Exchange Commission on January 17, 2017 as exhibit 10.5 to the Company's Form 8-K (file number 001-35200/film number 17531561) and incorporated herein by reference)

10.15 Membership Interest Purchase Agreement, dated as of January 24, 2019 between Comstock Mining Inc, and Tonogold Resources, Inc.

(previously filed with the Securities and Exchange Commission on January 29, 2019 as exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 19549169) and incorporated herein by reference)

10.16 First Amendment to the Membership Interest Purchase Agreement, dated as of April 30, 2019 between Comstock Mining Inc, and Tonogold Resources, Inc.

(previously filed with the Securities and Exchange Commission on May 6, 2019 as exhibit 99.1 to the Company's Form 8-K (file number 001-35200/film number 19799388) and incorporated herein by reference)

10.17 Second Amendment to the Membership Interest Purchase Agreement, dated May 22, 2019 between Comstock Mining Inc, and Tonogold Resources, Inc.

(previously filed with the Securities and Exchange Commission on May 28, 2019 as exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 19858341) and incorporated herein by reference)

10.18 Third Amendment to the Membership Interest Purchase Agreement, dated June 21, 2019 between Comstock Mining Inc, and Tonogold Resources, Inc.

(previously filed with the Securities and Exchange Commission on June 27, 2019 as exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 19922834) and incorporated herein by reference)

10.19 Fourth Amendment to the Membership Interest Purchase Agreement, dated as August 15, 2019, and restated September 20, 2019 between Comstock Mining Inc, and Tonogold Resources, Inc.

(previously filed with the Securities and Exchange Commission on August 16, 2019 as exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 191031402) and incorporated herein by reference)

10.20 Amended and Restated Mineral Exploration and Mining Lease Agreement, dated as of September 16, 2019 between Comstock Mining Inc, and Tonogold Resources, Inc.

(previously filed with the Securities and Exchange Commission on December 30, 2019 as exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 191315034) and incorporated herein by reference)

10.21 Fifth Amendment to the Membership Interest Purchase Agreement, dated October 14, 2019 between Comstock Mining Inc, and Tonogold Resources, Inc.

(previously filed with the Securities and Exchange Commission on October 17, 2019 as exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 191155617) and incorporated herein by reference)

10.22 Sixth Amendment to the Membership Interest Purchase Agreement, dated November 17, 2019 between Comstock Mining Inc, and Tonogold Resources, Inc.

(previously filed with the Securities and Exchange Commission on November 19, 2019 as exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 191229150) and incorporated herein by reference)

10.23 Lease Option Agreement, dated as of November 18, 2019 between Comstock Mining Inc, and Tonogold Resources, Inc.

(previously filed with the Securities and Exchange Commission on November 19, 2019 as exhibit 10.2 to the Company's Form 8-K (file number 001-35200/film number 191229016) and incorporated herein by reference)

10.24 Amended and Restated Membership Interest Purchase Agreement, dated March 20, 2020 between Comstock Mining Inc, and Tonogold Resources, Inc.

(previously filed with the Securities and Exchange Commission on March 26, 2020 as exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 20743365) and incorporated herein by reference)

10.25# Form of Notice of Stock Grant (previously filed with the Securities and Exchange Commission on June 1, 2020 as exhibit 10.2 to the Company's Form 8-K (file number 001-35200/film number 20934857) and incorporated herein by reference)

10.26# Form of Notice of Option Grant (previously filed with the Securities and Exchange Commission on June 1, 2020 as exhibit 10.3 to the Company's Form 8-K (file number 001-35200/film number 20934857) and incorporated herein by reference)

10.27 Form of Promissory Note (previously filed with the Securities and Exchange Commission on August 12, 2020 as exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 201093936) and incorporated herein by reference)

10.28 Option Agreement, dated September 1, 2020 between Comstock Mining Inc., and Keith Serpa (previously filed with the Securities and Exchange Commission on September 8, 2020 as exhibit 10.2 to the Company's Form 8-K (file number 001-35200/film number 201164288) and incorporated herein by reference)

10.29 Mineral Exploration and Mining Lease Agreement, dated September 1, 2020 between Comstock Northern Exploration, LLC, and Sutro Tunnel Company (previously filed with the Securities and Exchange Commission on September 8, 2020 as exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 201164288) and incorporated herein by reference)

10.30 Series A Preferred Stock Purchase Agreement, dated February 15, 2021 among Comstock Mining Inc., LINICO Corporation and Aqua Metals, Inc.

(previously filed with the Securities and Exchange Commission on February 18, 2021 as exhibit 10.1 to the Company’s Form 8-K (file number 001-35200/film number 21647588 and incorporated herein by reference)

10.31 Amended and Restated Membership Interest Purchase Agreement, dated September 8, 2020 between Comstock Mining Inc, and Tonogold Resources, Inc.

(previously filed with the Securities and Exchange Commission on September 14, 2020 as exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 201173522) and incorporated herein by reference)

10.32# Comstock Mining Inc.

2020 Equity Incentive Plan (previously filed with the Securities and Exchange Commission on December 29, 2020 as exhibit 4.1 to the Company's Form S-8 (file number333-251791/film number 201422291) and incorporated herein by reference)

10.33# Form of Restricted Stock Award Agreement (previously filed with the Securities and Exchange Commission on January 4, 2021 as exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 21501895) and incorporated herein by reference)

10.34# Form of Performance Share Unit Award Agreement (previously filed with the Securities and Exchange Commission on January 5, 2021 as exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 21503753) and incorporated herein by reference)

10.35 Common Stock Purchase Agreement, dated March 1, 2021 (previously filed with the Securities and Exchange Commission on March 3, 2021 as exhibit 10.1 to the Company’s Form 8-K (file number 001-35200/film number 21705215 and incorporated herein by reference)

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

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

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

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

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

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

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

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

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

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

10.49* Promissory Note, dated October 25, 2022, between Comstock Inc.

and Alvin Fund LLC

10.50 SECURITIES PURCHASE AGREEMENT dated as of December 16, 2022, is by and among Comstock Inc.

and Ionic Ventures, LLC (previously filed with Securities and Exchange Commission on December 19, 2022 as exhibit 10.1 to the Company's Form 8-5 (file number 001-35200/film number 221469570 and incorporated herein by reference).

10.51 8.0% CONVERTIBLE PROMISSORY NOTE DUE MARCH 16, 2024 (previously filed with Securities and Exchange Commission on December 19, 2022 as exhibit 10.2 to the Company's Form 8-K (file number 001-35200/film number 221469570 and incorporated herein by reference).

21* Subsidiaries

23.1* Consent of Assure CPA, LLC

23.2* Consent of Behre Dolbea r & C ompany (USA) Inc.

24* Powers of Attorney (included on signature page)

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

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

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

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

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95* Mine Safety Disclosures

96.1* Technical Report Summary of the Dayton Consolidated Project

101* Interactive Data File (Annual Report on Form 10-K, for the year ended December 31, 2022, furnished in XBRL (eXtensible Business Reporting Language)).

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

COMSTOCK MINING INC.

COMSTOCK INC.

/s/ CORRADO DE GASPERIS

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Principal Accounting Officer

March 28, 2022

/s/ KEVIN KREISLER

KEVIN KREISLER

President and Chief Financial Officer

Principal Financial Officer)

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Signature Title Date

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

/s/ CORRADO DE GASPERIS Executive Chairman, Chief Executive Officer, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer March 16, 2023

CORRADO DE GASPERIS

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

/s/ KEVIN KREISLER Director March 16, 2023

KEVIN KREISLER

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NANCE Director March 16, 2023

/s/ KRISTIN SLANINA Director March 16, 2023

KRISTIN SLANINA

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

What changed 10-K

Item 9A. Controls and Procedures