Comstock Inc. 10-K

ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 AND 2021 Page No Report of Independent Registered Public Accounting Firm ( Assure CPA, LLP , Spokane, WA , PCAOB ID: 444 ) F-1 Consolidated Balance Sheets F- 3 Consolidated Statements of Operations F- 4 Consolidated Statements of Changes in Stockholders' Equity F- 5 Consolidated Statements of Cash Flows F- 6 Notes to Consolidated Financial Statements F- 9 67 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders Comstock Inc. Opinion on the 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 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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. 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 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 F-1 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 The primary procedures we performed to address this critical audit matter included: a. Evaluating the appropriateness of the method management used to estimate the fair value of the asset groups and reporting units. b. Evaluating the reasonableness of: i. significant underlying assumptions through performing analyses to evaluate the potential effect of changes in the significant assumptions. ii. projections for revenue and gross margins by evaluating whether these assumptions were consistent with management’s business plan and industry data. iii. discount rates and control premium by comparing to rates for companies in similar stages of development. c. Testing the completeness, accuracy, relevance, and consistency of underlying data used and mathematical calculations contained in the cash flow projections and fair value calculations. d. 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 Spokane, Washington March 16, 2023 F-2 COMSTOCK INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2022 AND 2021 12/31/22 12/31/21 ASSETS Current Assets: Cash and cash equivalents $ 2,521,772 $ 5,912,188 Investments in equity securities — 925,819 Notes receivable and advances, net - current portion 5,012,275 4,964,545 Derivative assets — 342,000 Assets held for sale 21,684,865 — Deposits, current portion 809,583 347,454 Prepaid expenses and other current assets 739,118 1,336,983 Total current assets 30,767,613 13,828,989 Investments 18,784,327 25,850,879 Mineral rights and properties 12,571,418 6,669,111 Properties, plant and equipment, net 13,474,094 14,563,672 Deposits — 3,219,607 Reclamation bond deposit 2,727,815 2,695,944 Notes receivable and advances, net 959,318 8,853,841 Intangible assets, net 17,663,681 23,175,301 Goodwill — 12,788,671 Finance lease - right of use asset, net 2,911,458 15,033,000 Other assets 194,035 275,617 Total noncurrent assets 69,286,146 113,125,643 TOTAL ASSETS $ 100,053,759 $ 126,954,632 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Accounts payable $ 714,077 $ 633,223 Accrued expenses and other liabilities 1,719,597 939,443 Deposits 422,603 420,183 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, net - current portion 1,795,890 — Total current liabilities 31,628,676 23,909,510 Long-term Liabilities: Reclamation liability 5,226,505 5,445,672 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 Total long-term liabilities 12,061,624 10,074,600 Total liabilities 43,690,300 33,984,110 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, 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 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 - 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 . F-3 COMSTOCK INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 12/31/22 12/31/21 Revenue $ 178,150 $ 862,165 Cost of goods sold — 272,082 Gross profit 178,150 590,083 Operating expenses: Selling, general and administrative expenses 10,243,353 5,546,767 Research and development 7,023,132 414,751 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 Loss from operations ( 19,361,282 ) ( 6,405,921 ) Other Income (Expense) Gain (loss) on investments 7,310 ( 2,244,951 ) Interest expense ( 1,651,435 ) ( 168,881 ) Interest income 387,608 1,017,947 Change in fair value of derivative instruments ( 7,727,638 ) ( 13,155,946 ) 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 loss before deferred income tax benefit ( 46,738,259 ) ( 30,331,725 ) Deferred income tax benefit — 5,748,105 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 . F-4 COMSTOCK INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 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 Issuance of common stock for cash 9,220,123 6,140 27,393,859 — — — 27,399,999 Non-cash issuance of common stock 143,787 97 499,906 — — — 500,003 Common stock issuance costs — — ( 1,564,502 ) — — — ( 1,564,502 ) Employee and director share-based compensation — — 463,986 — — — 463,986 Repurchase of employee stock options — — ( 247,156 ) — — — ( 247,156 ) Investment in LINICO Corporation 6,500,000 4,329 14,003,833 — ( 3,870,000 ) 3,400,000 13,538,162 Acquisition of Renewable Process Solutions 1,000,000 666 2,304,140 — — — 2,304,806 Investment in GenMat 3,000,000 1,998 10,528,002 — — — 10,530,000 Acquisition of MANA Corporation 4,200,000 2,797 6,525,656 — — — 6,528,453 Payment to Northern Comstock LLC for mineral rights 163,156 109 482,391 — — — 482,500 Acquisition of Plain Sight Innovations Corporation 8,500,000 5,661 14,947,145 — — — 14,952,806 Investment in LP Biosciences LLP 3,500,000 2,331 10,812,669 — — — 10,815,000 Warrants associated with debt — — 70,879 — — — 70,879 Net loss — — — ( 24,583,620 ) — — ( 24,583,620 ) 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 . F-5 COMSTOCK INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 12/31/22 12/31/21 CASH FLOW FROM OPERATING ACTIVITIES 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 Accretion (reduction) of reclamation liability ( 219,167 ) ( 609,247 ) Accretion of discount on MCU Philippines, Inc. note receivable ( 48,321 ) ( 107,238 ) 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 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 Change in fair value of Tonogold Resources, Inc. note receivable 605,000 418,500 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 - assets 133,454 479,881 Other assets 81,582 ( 85,817 ) Accounts payable 80,854 ( 707,004 ) Accrued expenses, other liabilities and deposits 620,504 104,456 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: Payment of commitment for investment in Quantum Generative Materials LLC ( 750,000 ) ( 4,250,000 ) F-6 12/31/22 12/31/21 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 ) 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 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 (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 F-7 F-8 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest $ 1,115,075 $ 107,499 Cash paid for income taxes $ — $ — NON-CASH INVESTING AND FINANCING ACTIVITIES: Issuance of common stock for acquisitions: Renewable Process Solutions, Inc. $ — $ 2,304,806 MANA Corporation — 6,528,453 LINICO — 7,255,831 Plain Sight Innovations Corporation — 14,952,806 Haywood land lease and acquisition 2,050,000 — Issuance of common shares for investments: LINICO Corporation — 6,250,000 Quantum Generative Materials LLC — 10,000,000 LP Biosciences LLC — 4,173,000 Issuance of common shares for derivative assets: LINICO Corporation — 500,000 Quantum Generative Materials LLC — 530,000 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 The accompanying notes to the Consolidated Financial Statements are an integral part of these statements . F-9 COMSTOCK INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES REFERENCES TO THE COMPANY 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 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 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 Inc. and its wholly-owned subsidiaries which include the following: • Comstock Innovations Corporation since its acquisition in September 2021; • Comstock Fuels Corporation ("Comstock Fuels"); • Comstock Metals Corporation ("Comstock Metals"), owner of 88.21 % of LINICO Corporation since its acquisition on December 30, 2021, fully included 100 % in the consolidated financial statements; • Comstock Engineering Corporation (formerly Renewable Process Solutions, Inc.) ("Comstock Engineering") since its acquisition in June 2021; F-10 • Comstock IP Holdings LLC (formerly Plain Sight Innovations LLC) (“Comstock IP Holdings”), since its acquisition in September 2021; • Comstock Exploration and Development LLC (“CED”); • Comstock Northern Exploration LLC (“CNE”); • Comstock Processing LLC (“CP”); • Comstock Royalty Holding LLC ("CRH"); • Comstock Real Estate, Inc. ("CRE"); • Comstock Industrial LLC (“CI”); • Downtown Silver Springs LLC (“DTSS”); • MCU Philippines, Inc, since June 18, 2022 and • MANA Corporation, since its acquisition in July 2021. All significant intercompany balances and transactions have been eliminated on a consolidated basis for reporting purposes. SEGMENT INFORMATION 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. 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, 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. Discrete financial information is available for each operating segment (See Note 18, Segment Reporting ). BUSINESS COMBINATIONS The Company applies the acquisition method of accounting for business combinations to all acquisitions where the Company gains a controlling interest, regardless of whether consideration was exchanged. 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 F-11 purchase; and, (c) discloses the nature and financial effects of the business combination. Accounting for acquisitions requires us to recognize, separately from goodwill, the assets acquired and the liabilities assumed at their acquisition-date fair values. Goodwill as of the acquisition date is measured as the excess of the fair value of consideration transferred and the net acquisition-date fair values of the assets acquired and liabilities assumed. While the Company uses our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, the estimates inherently are uncertain and subject to refinement. 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. 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. ASSET ACQUISITIONS The cost of a group of assets acquired in an asset acquisition includes the carrying amount of any previously held equity interest, the fair value of any noncontrolling interests, and the fair value of any consideration transferred at the date of acquisition. The cost is allocated to the individual assets acquired or liabilities assumed based on their relative fair values and goodwill is not recognized. If it is determined that the cost of the acquisition exceeds the fair value of the assets acquired, the difference is allocated pro rata on the basis of relative fair values to increase certain of the assets acquired. All identifiable assets, including intangible assets, are identified and recognized. DTLs created in asset acquisitions for the difference between the historical carryover basis for tax purposes and the stepped-up fair value basis for book purposes are calculated using a simultaneous equation under the gross up approach and recognized as an increase to the assets to which they relate. VARIABLE INTEREST ENTITIES A variable interest entity (“VIE”) refers to a legal business structure wherein an investor has a controlling interest despite not having a majority of voting rights, including when the entity invested in is thinly capitalized and its equity is not sufficient to fund its activities without additional subordinated financial support. An investor in a VIE has a controlling interest if the investor is determined to be the primary beneficiary of the VIE, defined as having the (i) power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, or (ii) obligation to absorb losses of the VIE that could potentially be significant to the VIE, or (iii) right to receive benefits from the VIE that could be significant to the VIE. The Company has investments in Quantum Generative Materials LLC (“GenMat”) and Sierra Springs Opportunity Fund, Inc. (“SSOF”), that the Company has determined to be VIEs. 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. LIQUIDITY AND CAPITAL RESOURCES The Consolidated Financial Statements are prepared on the going concern basis of accounting that assumes the realization of assets and the satisfaction of liabilities in the ordinary course of business. 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, 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. 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, and (iv) planned asset sales. 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, 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, F-12 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. USE OF ESTIMATES In preparing GAAP financial statements, the Company is required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and related income, costs, expenses, receipts and expenditures during the reported periods. Actual results could differ materially from those estimates. Estimates may pertain to: • impairment of equity investments; • discount rates on non-interest bearing notes receivable and lease liabilities; • derivative assets and liabilities; • the useful lives and valuation of properties, plant and equipment; • carrying values of assets held for sale and mineral rights; • realization of net deferred tax assets; • fair values of net assets acquired; • useful lives of intangible assets; • impairment of intangibles and goodwill; • reclamation liabilities; • contingent liabilities; • revenue contract progress toward completion; • stock-based compensation; • estimates for executive bonuses; and • restricted stock. 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. RECEIVABLES AND CREDIT CONCENTRATION 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. In addition, we consider historical bad debts and current economic trends in evaluating the allowance for doubtful accounts. Payments of accounts receivable are allocated to the specific invoices identified on the customer’s remittance advice or, if unspecified, are applied to the oldest unpaid invoices. 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 Investments in Debt and Equity Securities From time to time, the Company holds investments in the form of debt securities and other instruments, and equity securities. Investments in debt are classified as trading, available for sale or held to maturity. In certain cases we elect to record the investment under the fair value option. 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. F-13 Investments in equity securities are generally measured at fair value. Gains and losses for equity securities resulting from changes in fair value are recognized in current earnings. 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 (see Note 2, Acquisitions and Investments , and Note 13, Fair Value Measurements ). Investments in Joint Ventures and Other Companies Investments in companies and joint ventures for which the Company has the ability to exercise significant influence, but do not control, are accounted for under the equity method. Under the equity method of accounting, our share of the net earnings or losses of the investee are included in other income (expense) in the consolidated statements of operations. Upon investment, the Company assesses whether a step up in the basis of the investee's net assets has occurred and, if so, adjust our share of net earnings or losses by related depreciation and amortization expense. At the end of each reporting period, the Company considers whether impairment indicators exist to evaluate whether an equity method investment is impaired and, if so, record an impairment loss. 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 Purchased intangible assets represent the estimated acquisition date fair value of acquired intangible assets used in our business. Intangible assets with definite lives are amortized over their estimated useful lives. We amortize definite-lived intangible assets on a straight-line basis, generally over periods ranging from one to ten years . Costs incurred to renew or extend the life of our intangible assets are capitalized. We review purchased intangible assets for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. We review indefinite-lived intangibles for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. We measure recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows that the assets or asset group are expected to generate. If the carrying value of the assets or asset group are not recoverable, impairment is measured and recorded as the amount by which the carrying value exceeds its fair value. GOODWILL Goodwill represents the cost in excess of the consideration paid over the fair value of net assets acquired in a business combination. The Company allocates goodwill to reporting units based on the expected benefit from the business combination. The Company evaluates our reporting units periodically, as well as when changes in our operating segments occur. For changes in reporting units, the Company reassigns goodwill using a relative fair value allocation approach. 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. 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 The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including the party’s own credit risk. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows: F-14 Level 1 quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active exchange-traded securities and exchange-based derivatives Level 2 inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange-based derivatives, mutual funds, and fair-value hedges Level 3 unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date. 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 DERIVATIVE INSTRUMENTS Derivative instruments are recognized as either assets or liabilities on the consolidated balance sheets at fair value. The accounting for changes in the fair value of derivative instruments depends on their intended use. Changes in the fair value of derivative instruments are recorded in current earnings. The Company evaluates and accounts for embedded derivatives in its financial instruments based on three criteria that, if met, require bifurcation of embedded derivatives from their host instruments and accounting for them as free-standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not required to be re-measured at fair value and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative financial instrument and is shown at its fair value at each balance sheet date and recorded as an asset or liability with the change in fair value recorded in current earnings. PROPERTIES, PLANT AND EQUIPMENT The Company records properties, plant and equipment at historical cost. The Company provides depreciation and amortization in amounts sufficient to match the cost of depreciable assets to operations over their estimated service lives or productive value. 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. The Company charges expenditures for maintenance and repairs to operations when incurred. Depreciation is computed using the straight-line method over estimated useful lives as follows: Building 7 to 15 years Vehicles and equipment 3 to 7 years Processing and laboratory 5 to 15 years Furniture and fixtures 2 to 3 years The Company reviews the carrying amount of our property, plant and equipment for impairment whenever there are negative indicators of impairment. An asset is considered impaired when estimated future undiscounted cash flows are less than the carrying amount of the asset. In the event the carrying amount of such asset is not considered recoverable, the asset is adjusted to its fair value. Fair value is generally determined based on discounted future cash flows. RECLAMATION LIABILITIES AND ASSET RETIREMENT OBLIGATIONS Minimum standards for site reclamation and closure have been established for us by various government agencies and contractual obligations with lessors. Asset retirement obligations are recognized when an obligation is incurred, either through regulatory requirements in the jurisdictions in which we operate or by contractual obligation with one of our lessors, and recorded as liabilities when a reasonable estimate of fair value can be determined. An expected present value technique is used to estimate the fair value of the liability. 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 F-15 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. The Company reviews, on an annual basis, unless otherwise deemed necessary, the asset retirement obligations. Separately, the Company accrues costs associated with environmental remediation obligations when it is probable that such costs will be incurred and they are reasonably estimable. MINERAL RIGHTS AND PROPERTIES The Company capitalizes acquisition costs until the Company determines the economic viability of the property. 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 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. Although the Company has made our best, most current estimate of these factors, it is possible that near term changes could adversely affect estimated net cash flows from our properties and mineral claims, and possibly require future asset impairment write-downs. Where estimates of future net operating cash flows are not available and where other conditions suggest impairment, the Company assesses recoverability of carrying value from other means, including net cash flows generated by the sale of the asset. The Company uses the units-of-production method to deplete the mineral rights and mining properties when in operations. TREASURY STOCK When the Company’s acquires its own stock 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 stockholder' equity. 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 accumulated deficit. 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 accumulated deficit. REVENUE RECOGNITION Renewable Energy Segment For the majority of our operations, services revenues are recognized when services are performed and are contractually billable. For service contracts, principally engineering and construction management service, we recognize revenue over a period of time based on estimated progress toward completion. Service contracts that include multiple performance obligations are segmented between types of services. For contracts with multiple performance obligations, we allocate the transaction price to each performance obligation using an estimate of the stand-alone selling price of each distinct service in the contract. Revenue recognized on service contracts that has not been billed to clients is recorded as contract assets. Amounts billed to clients in excess of revenue recognized on service contracts to date are recorded as contract liabilities. 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 F-16 steps: (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 We generate rental revenues from tenants via long-term lease contracts in various forms, including lease and sublease agreements. Providing access to the leased land and facilities and performing specified repair and maintenance services over the length of the tenant contract term represent our performance obligations under our tenant contracts. 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 All transactions in which goods or services are received for the issuance of shares of our common stock or options to purchase shares of our common stock are accounted for based on the fair value of the equity interest issued. The fair value of shares of common stock is determined based upon the closing price per share of our common stock on the date of issuance and other applicable inputs. The Company recognizes stock-based compensation for common stock grants evenly over the related vesting period. The fair value of market condition performance share awards is determined based on path-dependent valuation techniques and inputs including the closing price per share of our common stock at date of grant, volatility and the risk-free interest rate. The Company recognizes stock-based compensation for market condition performance share awards evenly over the derived service period resulting from the path-dependent valuation. 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. The Company recognizes forfeitures of unvested common stock, performance shares and stock option grants as they occur. RECLASSIFICATIONS Certain prior year amounts have been reclassified to conform to the 2022 financial statement presentation. Reclassifications had no effect on net income (loss), stockholders' equity, or cash flows as previously reported. INCOME TAXES The Company’s income tax expense and deferred tax assets and liabilities reflect management’s best assessment of estimated future taxes to be paid or refunded. Significant judgments and estimates are required in determining the consolidated income tax expense. Deferred income taxes arise from temporary differences between the tax and financial statement recognition of revenue and expense. In evaluating the Company’s ability to recover its deferred tax assets, management considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In projecting future taxable income, the Company develops assumptions including the amount of future state and federal pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and the assumptions are consistent with the plans and estimates that the Company is using to manage its underlying businesses. The Company provides a valuation allowance for deferred tax assets that the Company does not consider more likely (than not) to be realized. Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. 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 F-17 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. INCOME (LOSS) PER COMMON SHARE Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding. Dilutive income (loss) per share includes any additional dilution from common stock equivalents, such as stock options, warrants, and convertible instruments, if the impact is not antidilutive. RELATED PARTIES AND 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. LEASES 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. The Company has two existing lease contracts one classified as an operating lease contract and one finance lease. For these leases, the Company recognized a right-of-use asset and a corresponding lease liability on its consolidated balance sheets. 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. 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. For operating leases, fixed lease payments are recognized as lease expense on a straight-line basis over the lease term. 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. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS 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 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 F-18 Acquisition of Assets in LINICO Corporation On February 15, 2021, the Company, Aqua Metals, Inc. (“AQMS”) and LINICO entered into a Series A Preferred Stock Purchase Agreement (“February Agreement”). 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. 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 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. 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, 2022, $ 2,743,162 of which was recognized as a related derivative asset. 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. 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. 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 Comstock 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 of which was recognized as a related derivative liability. The LINICO purchase price consideration and allocation to net assets acquired is presented below: F-19 Fair value of consideration transferred: Previously held equity interest $ 8,140,725 Cash contributions 6,025,034 Common shares 7,258,162 Non-controlling interest - fair value 3,400,000 Total fair value of consideration and non-controlling interest $ 24,823,921 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash and cash equivalents $ 94,689 Other current assets 222,568 Investment in Green Li-ion 4,577,000 Investment in equity securities (Comstock common stock) 3,870,000 Properties, plant and equipment, net 64,000 Deposits 3,897,526 Finance lease right of use asset 15,033,000 Intangible assets Developed technologies 11,803,000 Lease intangible 3,622,488 Trademarks 6,000 Accounts payable ( 975,357 ) Accrued expenses and other liabilities ( 97,268 ) Finance lease liability ( 13,043,499 ) Deferred tax liability ( 4,250,226 ) Total identifiable net assets $ 24,823,921 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. F-20 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: Comstock shares of common stock issued ( 1,000,000 at $ 2.30 per share) $ 2,304,806 Total fair value of consideration transferred 2,304,806 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash and cash equivalents 24,385 Notes receivable, net 38,459 Prepaid expenses and other current assets 4,072 Intangible assets License agreements 16,619 Customer agreements 122,885 Distribution agreements 19,733 Accounts payable ( 33,882 ) Deferred tax liability ( 33,440 ) Accrued expenses and other liabilities ( 56,300 ) Total identifiable net assets 102,531 Goodwill $ 2,202,275 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 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 F-21 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. 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) $ 14,952,806 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. (Unaudited) 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. 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. 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 F-22 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) $ 6,528,453 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 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. 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. (Unaudited) 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. F-23 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. F-24 Summary of Investments At December 31, 2022 and 2021, our non-current investments include: December 31, 2022 December 31, 2021 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 Pte. Ltd. — — % 4,577,000 20.22 % Mercury Clean Up, LLC — — % 1,975,026 25.00 % MCU Philippines, Inc. — — % 499,269 50.00 % Pelen Limited Liability Company 619,184 25.00 % 591,051 25.00 % Total equity method investments 13,931,617 25,515,879 Cost Method Investments: Green Li-ion Pte. Ltd. 4,517,710 — Sierra Springs Opportunity Fund, Inc., at cost 335,000 335,000 Total Investments $ 18,784,327 $ 25,850,879 Summary financial information for affiliated companies ( 20 % to 50 %-owned) accounted for by the equity method is as follows: December 31, 2022* December 31, 2021* Current assets $ 1,023,023 $ 8,336,962 Non-current assets 12,034,506 12,985,338 Current liabilities 89,584 3,173,869 Non-current liabilities — 2,000,000 Revenues 73,697 352,263 Gross Profit 73,697 ( 74,048 ) 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 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 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 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. F-25 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 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 On July 23, 2021, we executed a series of agreements with Lakeview Energy LLC (“Lakeview”) and its subsidiaries, including LP Nutrition LLC ("LPN"), pursuant to which we acquired 50 % of the equity of Lakeview’s subsidiary, LPB, and agreed to provide the financing needed to retrofit LPB’s pre-existing industrial scale solvent extraction and valorization facility in Merrill, Iowa (“LPB Facility”), for the production of an array of wholesale products from up to 200,000 pounds per day of industrial hemp. The Company also purchased 500,000 Class A Units, representing 50 % of the issued and outstanding voting equity of LP Biosciences LLC (“LPB”), from LPN, a subsidiary of Lakeview Energy LLC. In connection with the foregoing, the Company entered into a Note Purchase Agreement to purchase a secured note with a face value of $ 17,000,000 from LPB (the “LPB Note”) in exchange for a purchase price of $ 15,000,000 to fund the completion of the facility retrofit. The Company issued 3,500,000 restricted shares of its common stock with a fair value of $ 10,800,000 , paid $ 1,076,258 in cash and agreed to pay an initial $ 1,500,000 in cash in connection with its foregoing equity purchase and financing commitments. 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 $ 4,600,000 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. F-26 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. 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 F-27 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. During 2019, the Company invested $ 335,000 into a qualified opportunity zone fund, Sierra Springs Opportunity Fund ("SSOF") which owns Sierra Springs Enterprises, Inc. ("SSE"), a qualified opportunity zone business. 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. 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 the early stages of the fund and the absence of a public market for its stock. 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. 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, 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 Notes receivable and advances, net at December 31, 2022 and 2021 include: 12/31/22 12/31/21 Current portion Sierra Springs advances receivable $ 4,990,000 $ 4,935,000 Other notes receivable 22,275 29,545 Total notes receivable and advances, current portion 5,012,275 4,964,545 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 Unrealized gain — 605,000 Tonogold note receivable, fair value — 7,255,000 MCU-P note receivable, face value — 2,000,000 Unamortized discount for implied interest — ( 401,159 ) MCU-Philippines note receivable, non-current portion, net — 1,598,841 Total notes receivable and advances, non-current portion, net $ 959,318 $ 8,853,841 F-28 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 Properties, plant and equipment at December 31, 2022 and 2021, respectively, include the following: 12/31/22 12/31/21 Land $ 6,328,338 $ 6,328,338 Real property leased to third parties 1,037,049 3,298,311 Property, plant and equipment for mineral processing 27,644,745 27,644,745 Other property and equipment 5,212,891 4,438,657 Accumulated depreciation ( 26,748,929 ) ( 27,146,379 ) Total property, plant and equipment, net $ 13,474,094 $ 14,563,672 During the years ended December 31, 2022 and 2021, the Company recognized depreciation expense of $ 0.6 million and $ 0.5 million, respectively. Daney Ranch 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 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 F-29 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 Comstock Mineral Estate $ 12,164,013 $ 6,261,706 Other mineral properties 317,405 317,405 Water rights 90,000 90,000 Total mineral rights and properties $ 12,571,418 $ 6,669,111 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 The Nevada Revised Statutes and Regulations require a surety bond to be posted for mining projects so that after the completion of such mining projects the sites are left safe, stable and capable of productive post-mining uses. 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 $ 6,751,950 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. The total cash collateral, per the surety agreement, was $ 2.6 million at December 31, 2022, and 2021. The reclamation bond deposit at December 31, 2022 and 2021 consisted of the following: 12/31/22 12/31/21 Lexon surety bond cash collateral $ 2,620,879 $ 2,589,008 Other cash reclamation bond deposits 106,936 106,936 Total reclamation bond deposit $ 2,727,815 $ 2,695,944 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 for the years ended December 31, 2022 and 2021. NOTE 6 INTANGIBLE ASSETS AND GOODWILL The Company’s intangible assets at December 31, 2022 and 2021 include the following: Description Estimated Economic Life December 31, 2022 December 31, 2021 Developed technologies 10 years $ 19,382,402 $ 18,882,401 Lease intangible 30 years — 3,621,488 License agreements 10 years 510,752 510,752 In-process research and development 10 years — 350,000 Customer agreements 1 year 122,885 122,885 Distribution agreements 8 years 19,733 19,733 Trademarks 10 years 7,000 7,000 Accumulated amortization ( 2,379,091 ) ( 338,958 ) Intangible assets, net $ 17,663,681 $ 23,175,301 Accumulated amortization as of December 31, 2022 and 2021 consisted of the following: F-30 December 31, 2022 December 31, 2021 Developed technologies $ 2,172,594 $ 231,920 License agreements 78,415 20,625 In-process research and development — 2,991 Customer agreements 122,884 81,923 Distribution agreements 4,497 1,499 Trademarks 701 — Accumulated amortization $ 2,379,091 $ 338,958 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. The estimated economic lives of license agreements and developed technologies are based on the midpoint of the indicated lives derived from the related valuation analyses. The estimated economic lives of customer and distribution agreements are based on the specified terms of the respective agreements. 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. 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. F-31 Future minimum amortization expense is as follows at December 31, 2022: 2023 $ 1,999,388 2024 1,995,236 2025 1,995,236 2026 1,995,236 2027 1,995,236 Thereafter 7,683,349 $ 17,663,681 Changes in the intangible assets and goodwill balances for the year ended December 31, 2022 are presented below: 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 Accumulated amortization ( 338,958 ) — 119,548 11,965 ( 2,171,646 ) ( 2,379,091 ) Goodwill 12,788,671 — — ( 12,788,671 ) — — Total intangible assets and goodwill $ 35,963,972 $ 500,000 $ ( 3,501,939 ) $ ( 13,126,706 ) $ ( 2,171,646 ) $ 17,663,681 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 Accrued expenses and other liabilities at December 31, 2022, and 2021, consisted of the following: F-32 12/31/22 12/31/21 Accrued interest expense $ 43,398 $ 12,329 Accrued payroll costs 627,210 817,062 Accrued executive bonuses 928,125 — Accrued vendor liabilities 115,653 77,062 Other accrued expenses 5,211 32,990 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 The Company has the following lease balances recorded on the consolidated balance sheets as follows: Lease Assets and Liabilities Classification December 31, 2022 December 31, 2021 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 Operating lease liability - current Accrued expenses and other liabilities $ 5,211 $ 4,388 Operating lease liability - long-term Other liabilities 40,193 45,403 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: F-33 Year Ended December 31, 2022 2021 Finance lease cost: Amortization of right-of-use assets $ 539,115 $ — Interest on lease liabilities 829,924 — Operating lease cost 10,099 10,099 Total lease cost $ 1,379,138 $ 10,099 Other information Operating cash flows from operating leases 9,650 9,350 Financing cash flows from finance leases 3,062,360 — 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: 2022 2021 Weighted-average remaining lease term - finance leases 1.33 0.75 Weighted-average remaining lease term - operating leases 5.75 6.75 Weighted-average discount rate - finance leases 8 % 6 % Weighted-average discount rate - operating leases 11 % 11 % Finance Lease AQMS 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: F-34 12/31/22 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: 12/31/22 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 F-35 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. Daney Ranch 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. The lease runs from 2018 until 2028. The monthly rent is $ 750 with automatic annual increases of $ 25 per month every November, beginning in 2020. The operating lease is sub-leased to Crown Point Management LLC, the operators of the Gold Hill Hotel, and not separately valued within the Gold Hill Hotel lease. 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. 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 Less: imputed interest ( 16,846 ) ( 52,808 ) Present value of lease liabilities 45,404 816,111 F-36 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. Minimum lease payments for operating leases to be received from others are as follows: 2023 $ 86,325 2024 94,725 2025 96,000 2026 96,000 2027 96,000 Thereafter 192,000 Total Minimum Lease Income $ 661,050 NOTE 9 DEBT OBLIGATIONS Debt at December 31, 2022 and 2021 consisted of the following: 12/31/22 12/31/21 GHF Secured Promissory Note – 6 % interest, due December 15, 2024 $ 4,290,000 $ 5,000,000 Alvin Fund LLC Promissory Note - 9 % interest, due October 25, 2023 2,000,000 — Ionic Unsecured Convertible Promissory Note - 8 % interest, due March 16, 2024 3,150,000 — Total debt 9,440,000 5,000,000 Less: debt discounts and issuance costs ( 1,522,667 ) ( 513,744 ) Total debt, net of discounts 7,917,333 4,486,256 Less: current maturities ( 1,795,890 ) — Long-term debt, net of discounts and issuance costs $ 6,121,443 $ 4,486,256 GHF, Inc. Unsecured Promissory Note We entered into a long-term promissory note ("GHF 2021 Note") with GHF, Inc. on December 15, 2021, with a principal amount of $ 5,000,000 , of which $ 4,550,000 was funded and $ 450,000 was an original issue discount ("OID"). The full principal is due on December 15, 2024. Interest is payable monthly at a rate of 6 % annually. 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 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. 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 F-37 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. & Scott H. 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 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. Our total reclamation liability includes cost estimates for our American Flat processing facility, Dayton project and enhanced reclamation obligations in Storey County. 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 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 F-38 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 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 year $ 5,226,505 $ 5,445,672 NOTE 11 COMMITMENTS AND CONTINGENCIES COMSTOCK MINERAL ESTATE LEASE PAYMENTS We lease certain mineral rights and properties under leases expiring at various dates through 2040. Future minimum annual lease payments, including royalty and rental payments, under these existing lease agreements are as follows at December 31, 2022: Year Leases 2023 $ 114,000 2024 108,000 2025 110,000 2026 150,000 2027 150,000 Thereafter 1,512,250 Total minimum annual lease payments $ 2,144,250 We have minimum royalty obligations with certain of its mineral properties and leases. For most of the mineral properties and leases, we are subject to a range of royalty obligations to the extent that production commences. These royalties range from 0.5 % to 5 % of Net Smelter Returns ("NSR") from minerals produced on the properties, with the majority being under 3 %. Some of the factors that will influence the amount of the royalties include ounces extracted and the price of extracted metals. Our mining and exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally become more restrictive. The Company believes its operations are in compliance with applicable laws and regulations in all material respects. 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. OTHER F-39 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. There are no matters pending that we expect to have a material adverse impact on our business, results of operations, financial condition or cash flows. NOTE 12 EQUITY 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. The term of the agreement was 24 months. We agreed to deliver to Leviston additional shares of common stock in payment of due diligence and commitment fees with a fair value of $ 250,002 , for no additional consideration, on the first settlement date with respect to a put notice delivered by us. For the year ended December 31, 2021, we issued to Leviston 1,551,760 common shares under this agreement with an aggregate sales price of $ 5.0 million, at an average price per share of $ 3.22 , and an additional 50,907 common shares in commitment and due diligence fees. At December 31, 2021, the 2021 Leviston Sales Agreement has no capacity. On March 2, 2021, we entered into equity purchase agreements (“Equity Purchase Agreements”) with certain investors to issue and sell in a registered direct offering (“Offering”) 4.0 million shares of common stock at a price of $ 4.00 per share. The Equity Purchase Agreements contain customary representations, warranties and agreements of the Company, and customary conditions to closing, indemnification rights and obligations of the parties. The Offering of the shares closed on March 4, 2021. We paid Noble Capital Markets, Inc., the placement agent for the Offering, an aggregate cash fee of $ 960,000 (equal to 6 % of the aggregate gross proceeds raised in the Offering), and $ 30,000 for other expenses, resulting in net proceeds of $ 15,010,000 . F-40 On September 28, 2021, we entered into an equity purchase agreement (“2021 Leviston Equity Agreement”) with Leviston Resources LLC (“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. The term of the agreement is 24 months. 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 and commitment fees. At December 31, 2021, the 2021 Leviston Equity Agreement had no capacity. ISSUANCE OF UNREGISTERED SHARES OF COMMON STOCK 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 Acquisition/Investment Common Shares Issued Restriction Period April 7, 2022 Decommissioning Services LLC 1,500,000 A April 12, 2022 Leviston Resources 136,986 A June 21, 2022 Tysadco Partners 3,505,494 A June 21, 2022 Tysadco Partners 57,143 B August 26, 2022 Northern Comstock LLC 802,295 A October 5, 2022 Single investor 1,000,000 A October 25, 2022 Alvin Fund LLC 605,620 A Total common shares issued 7,607,538 (A) Six months from issuance date (B) Three months from issuance date. Noncontrolling Interest 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 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 F-41 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. Warrants 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: 2022 Outstanding warrants as of December 31, 2020 and 2021 — Issued 1,200,000 Exercised — Expired — Outstanding warrants as of December 31, 2022 1,200,000 NOTE 13 FAIR VALUE MEASUREMENTS The following table presents our assets and liabilities measured at fair value on a recurring basis at December 31, 2022: Fair Value Measurements at December 31, 2022 Total Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Tonogold common shares $ — $ — $ — $ — Other equity securities — — — — Total assets measured at fair value $ — $ — $ — $ — Liabilities: 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 ) — Total liabilities measured at fair value $ ( 14,545,800 ) $ — $ ( 14,125,800 ) $ ( 420,000 ) F-42 The following table presents our assets and liabilities at December 31, 2021, which are measured at fair value on a recurring basis: Fair Value Measurements at December 31, 2021 Total Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Tonogold common shares $ 910,558 $ 910,558 $ — $ — Tonogold note receivable 7,255,000 — — 7,255,000 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 Liabilities: 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). 12/31/22 12/31/21 Beginning Balance $ 7,255,000 $ 5,498,500 Total change in fair value recognized in earnings Tonogold note receivable ( 605,000 ) ( 418,500 ) Additions Tonogold note receivable — 2,175,000 Deductions: Exchange of note receivable exchanged for investment in Comstock Mining LLC ( 6,650,000 ) — Ending Balance $ — $ 7,255,000 VALUATION METHODOLOGIES Following is a description of the valuation methodologies used for the Company's financial instruments measured at fair value on a recurring basis as well as the general classification of such instruments pursuant to the valuation hierarchy. Tonogold Common Shares 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), 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 F-43 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. Under scenario 1, the value of $ 7,198,000 was derived from a Monte Carlo model with the following inputs: Tonogold common share price - $ 0.11 ; volatility – 61 %; risk free rate – 0.06 %; cost of debt – 20 %; conversion premium – 30 %; probability of prepayment – 5 % at both March and June 2021; probability of change in control – 0 % at December 2021; probability of default is considered separately in other scenarios at December 31, 2021. The Company recorded a loss of $ 418,500 for the change in fair value in other expense in the consolidated statements of operations for the year ended December 31, 2021. Under scenario 2, we assumed default upon the March 2022 maturity date and a 24 month term for the settlement process, with an assumed settlement of $ 10,550,401 in March 2024. The settlement amount represents the outstanding principal and interest obligation on the note. A yield assumption of 20 % was applied to the settlement amount. The value of scenario 2 was $ 7,000,000 . Under scenario 3, we assumed the Lucerne mine and related assets would be sold back to us, with Tonogold paying $ 750,000 at the maturity date of the Note (the "Swap") with a call option issued to Tonogold whereby the assets could be repurchased at the end of 2022 for $ 7,500,000 . A discount rate of 25 % was applied in this scenario, reflecting the rates of return on venture capital investments. We assumed Tonogold exercised the option in this scenario. The value of scenario 3 was $ 6,709,000 . Under scenario 4, we assumed the Swap in scenario 3 and no exercise of the option by Tonogold to repurchase the assets. We assumed a 24 month process to sell the assets to an investor for $ 30,000,000 , which is similar to the purchase price of the assets to Tonogold in 2020. A discount rate of 25 % was applied in this scenario, reflecting rates of return on venture capital investments. The value of scenario 4 was $ 16,069,000 . The probability factors were applied to each scenario and the resulting value of the Note at December 31, 2021 was $ 7,255,000 . The significant unobservable inputs used in the fair value measurement of the Tonogold Note are the probability factors applied to each scenario and the settlement amounts and timing. Significant increases or decreases in any of these inputs in isolation may have resulted in a significantly higher or lower fair value measurement. 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 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 F-44 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 (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. 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 On July 23, 2021, we recorded a derivative asset on the consolidated balance sheets in connection with the LPB Contribution Agreement. On that date, the $ 6,642,000 fair value of the derivative asset was determined based on the excess of the fair value of 3,500,000 shares of our common stock issued to and held by LPB over the $ 4,173,000 fair value of our contractual consideration under the LPB Partnership Interest Purchase Agreement. 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 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. 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 derivative liability was classified within Level 2 of the valuation hierarchy. Ionic Ventures, LLC Conversion Option F-45 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, 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 Following is a description of the valuation methodologies used in determining the fair values of the nonrecurring stock purchase price consideration and intangible assets recorded in connection with the three acquisitions completed during the year ended December 31, 2022, all of which are classified within Level 3 of the valuation hierarchy. PSI Stock Purchase Price Consideration On September 7, 2021, the Company entered into and closed under a Securities Exchange Agreement with the shareholders of Comstock Innovations Corporation (F/K/A Plain Sight Innovations Corporation) (“Comstock Innovations”), in order to acquire 100 % of the issued and outstanding equity of the Company, in exchange for 8,500,000 restricted shares of the Company’s common stock with a fair value of $ 14,952,806 . Such shares are subject to transfer restrictions, of which 28 % will be released from the Lock-Up 180 days after closing, and the remaining 72 % will be released in eight (8) 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 18.2 % for the six-month lockup and 54.0 % 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 101.3 %, risk free rate 0.05 % and dividend yield 0.0 %. Related inputs for the longer-term lockups include stock price $ 1.00 , exercise price $ 1.00 , term 2.5 years, volatility 130.5 %, risk free rate 0.30 % and dividend yield 0.0 %. The purchase price consideration is classified within Level 2 of the valuation hierarchy. Comstock Innovations Intangible Assets The Company’s intangible assets acquired from PSI consist of technology-related assets, including third-party license agreements and internally developed technology. Because adequate information is not available to determine the fair value of one of the license agreements using income (economic benefit stream) or market (comparable assets) valuation approaches, the fair values are based on a cost approach (to replace the future service capability of the asset) and an 80.0 % opportunity cost to negotiate the agreement over a one-month period, resulting in an estimated fair value of $ 10,800 . The second license agreement has been recorded at the cost of the minimum license fee less amortization, resulting in an estimated fair value of $ 483,333 . The estimated fair value of the internally developed technology is based on the relief from royalty approach, estimating the present value of related future cash flows after tax discounted at an estimated 80.0 % per annum weighted average cost of capital, resulting in an estimated fair value of $ 6,579,400 . All three intangible assets are being amortized on a straight line basis over their 10-year estimated useful lives. The intangible assets are classified within Level 3 of the valuation hierarchy. MANA Stock Purchase Price Consideration On July 23, 2021, we entered into a Securities Purchase Agreement to purchase 100 % of MANA equity and voting shares from the former shareholders of MANA. Under the agreement, the purchase price was paid through the issuance of 4,200,000 restricted shares of our common stock to the former shareholders, with an estimated fair value of $ 6,528,453 . The restricted shares issued are subject to lockup provisions wherein 28 % of the restricted shares are released from resale restrictions 180 days, or six months, after the closing. 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 F-46 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 %. Related inputs for the longer-term lockups include stock price $ 1.00 , exercise price $ 1.00 , term 2.5 years, volatility 129.6 %, risk free rate 0.30 % and dividend yield — %. The purchase price consideration is classified within Level 2 of the valuation hierarchy. Renewable Process Solutions, Inc. ("RPS") Stock Purchase Price Consideration On June 18, 2021, we entered into a Securities Purchase Agreement to purchase 100 % of RPS equity and voting shares from the former shareholder of RPS. Under the agreement, the purchase price is paid through the issuance of 1,000,000 restricted shares of our common stock to the former shareholder, with an estimated fair value of $ 2,304,806 . The restricted shares issued are subject to lockup provisions wherein 28.0 % of the restricted shares are released from resale restrictions 180 days, or six months, after the closing. The remaining 72.0 % of the restricted shares are released from resale restrictions in eight equal installments of 9.0 % 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 26.2 % for the six-month lockup and 37.5 % 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 142.4 %, risk free rate 0.06 % and dividend yield 0 %. Related inputs for the longer-term lockups include stock price $ 1.00 , exercise price $ 1.00 , term 2.49 years, volatility 90.8 %, risk free rate 0.36 % and dividend yield 0 %. The purchase price consideration is classified within Level 2 of the valuation hierarchy. RPS Intangible Assets RPS intangible assets acquired consist of technology-related and contract-related assets. The technology-related asset is a third-party license agreement with an estimated fair value of $ 16,619 , and the contract-related assets include a third-party distribution agreement with an estimated fair value of $ 19,733 , and a customer contract with an estimated fair value of $ 122,885 . Because adequate information is not available to determine the fair values of the license and distribution agreements using income (economic benefit stream) or market (comparable assets) valuation approaches, their fair values are based on a cost approach (to replace the future service capability of the assets) and an 11.8 % opportunity cost to negotiate the agreements over a six-month period. The fair values of the license and distribution agreements are being amortized on a straight-line basis over their estimated 24 and 79 month estimated useful lives, respectively. The fair value of the customer contract is based on the income approach, estimating the present value of related future cash flows after tax discounted at an estimated 11.8 % per annum weighted average cost of capital. The customer contract is being amortized on a straight-line basis over the estimated nine-month period to complete the related services. The intangible assets are classified within Level 3 of the valuation hierarchy. LINICO Intangible Assets LINICO intangible assets acquired consist of internally developed technology with an estimated fair value of $ 11,803,000 , a lease intangible related to a purchase option with an estimated fair value of $ 3,621,488 , and a trademark with an estimated fair value of $ 7,000 . The estimated fair value of the internally developed technology is based on a relief from royalty method, with estimated revenue over 12 years, attrition of 8.3 %, gross royalty charges of 7 % and a discount rate of 74.0 %. The lease intangible is based on a Black Scholes model with an estimated fair value of the battery recycling facility of $ 17,130,000 , a purchase option price of $ 14,250,000 , a term of 0.8 years, a risk-free rate of 0.29 % and volatility of 21.6 %. The trademark is valued based on a cost model, which includes attorney advice and preparation of the trademark application, plus filing costs. The developed technology and trademark will be amortized on a straight line basis over their 10 -year estimated useful lives and the lease intangible will be amortized on a straight-line basis over its 10 -month estimated useful life. Intangible assets of $ 15,431,488 were recognized upon acquisition based on their relative fair value to the fair value of other net assets acquired. The intangible assets are classified within Level 3 of the valuation hierarchy. NOTE 14 STOCK-BASED COMPENSATION 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 F-47 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 (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 $ 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 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 range of inputs: December 31, 2022 December 31, 2021 Total shares granted 20,000 1,140,000 Performance condition valuation inputs: Performance condition shares 20,000 570,000 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 Stock price $ 0.62 to $ 1.68 $ 1.10 to $ 3.51 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 2024 13,884 Total remaining $ 279,656 F-48 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 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. 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 Other income (expense) net consisted of the following for the years ended December 31, 2022 and 2021: 12/31/22 12/31/21 Change in fair value Tonogold note receivable $ ( 605,000 ) $ ( 418,500 ) Tonogold amendment fee and charges — 362,500 LINICO dividend income — 426,763 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 ) NOTE 16 INCOME TAXES The results of the Company’s operations are included in a federal income tax return. The Company provides deferred income taxes on the net differences between the carrying amounts of assets and liabilities for financial and income tax reporting. The difference between the provision for income taxes reported in the consolidated financial statements and the provision for income taxes based on federal statutory rates results principally from 1) valuation allowance adjustments, 2) goodwill impairment and 3) certain other permanent differences. The provision for income taxes for the years ended December 31, 2022 and December 31, 2021 consisted of the following: 12/31/22 12/31/21 Current provision: Federal $ — $ — State — — Total current provision — — Deferred provision (benefit) for tax: Federal - due to acquisition of intangibles — ( 5,748,105 ) State — — F-49 Total deferred provision (benefit) for tax — ( 5,748,105 ) Total provision for tax $ — $ ( 5,748,105 ) Reconciliation of the statutory federal income tax rates consist of the following: 12/31/22 12/31/21 Federal statutory rate ( 21.0 ) % ( 21.0 ) % Goodwill impairment 5.8 % 4.3 % Change in valuation allowance 15.4 % ( 1.6 ) % Other ( 0.2 ) % ( 0.7 ) % Total — % ( 19.0 ) % The Company’s total deferred income taxes at December 31, 2022 and 2021 consisted of the following: 12/31/22 12/31/21 Asset retirement obligation $ 1,097,566 $ 1,143,591 Mineral rights and properties, plant, and equipment 697,805 1,172,407 Mining exploration, development, claims, and permit costs 404,649 335,572 Lease liability 2,695,912 2,739,135 Net operating loss carryforward 46,020,993 41,897,036 Capital loss carryforward 1,024,983 — Mark-to-market adjustments 3,827,353 3,697,424 Capitalized research expenditures 1,327,372 — Other 624,764 453,712 Total deferred tax asset 57,721,397 51,438,877 Valuation allowance ( 50,171,780 ) ( 43,102,265 ) Net deferred tax assets 7,549,617 8,336,612 Deferred tax liabilities: Right of use asset – leases ( 3,469,304 ) ( 2,739,135 ) Intangible assets ( 4,080,313 ) ( 5,597,477 ) Total deferred tax liabilities ( 7,549,617 ) ( 8,336,612 ) Net deferred tax assets and liabilities $ — $ — 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. 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. The resulting valuation allowance recorded against the net deferred tax assets of the Company is $ 50.2 million and $ 43.1 million at December 31, 2022, and 2021, respectively. At December 31, 2022, the Company has net operating loss carryforwards of approximately $ 168.2 million for federal income tax purposes which, if not utilized, will begin to expire in 2024 and could be subject to certain limitations under section 382 of the Internal Revenue Code. 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, 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. The Company currently has no federal or F-50 state tax examinations in progress nor has it had any federal or state tax examinations since its inception. The Company is subject to U.S. federal and state income tax examination for tax years 2019 and forward. Tax returns for years prior to 2019 may remain open with respect to net operating loss carryforwards that are utilized in a later year, as tax attributes from prior years can be adjusted during an audit of a later year. F-51 NOTE 17 NET INCOME (LOSS) PER COMMON SHARE 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. F-52 NOTE 18 SEGMENT REPORTING 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. 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. 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 Loss from Operations $ ( 10,619,429 ) $ ( 346,115 ) $ ( 8,395,738 ) $ ( 19,361,282 ) Change in fair value of derivative instruments $ 595,000 $ — $ ( 8,322,638 ) $ ( 7,727,638 ) 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 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 Capital Expenditures: $ 1,014,070 $ — $ — $ 1,014,070 F-53 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 Loss from Operations $ ( 1,801,595 ) $ ( 81,125 ) $ ( 4,523,201 ) $ ( 6,405,921 ) Change in fair value of derivative instruments $ ( 6,300,000 ) $ — $ ( 6,855,946 ) $ ( 13,155,946 ) 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 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 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 segment. NOTE 19 RELATED PARTY TRANSACTIONS In addition to the related party disclosures included in Note 2, Acquisitions and Investments , the following related party transactions occurred during the years ended December 31, 2022 and 2021. AMENDMENT TO ASSET PURCHASE AGREEMENT 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 potential performance-based cash payment of $ 17,650,000 required under the Asset 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 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 On February 15, 2021, LINICO and Aqua Metals Reno Inc. (the “Landlord”), a subsidiary of AQMS, entered into an industrial lease (the “AQMS Lease Agreement”), for the 136,750 square foot facility, land, and related improvements located at 2500 Peru Drive, McCarran, Nevada 89343 (the “Battery Recycling Facility”). The 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 F-54 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 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. 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 from either SSOF or SSE. OTHER 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. Kreisler. As of the year end December 31, 2022, no agreement has been determined between the Company and the affiliated company of Mr. Kreisler. NOTE 20 SUBSEQUENT EVENTS 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 F-55 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. 56 ITEM 9 CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable.