What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-02-27 compared with 2023-03-16 · 796 added, 944 removed, 775 unchanged (69% of the section changed)

ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2022 AND 2021

Report of Independent Registered Public Accounting Firm ( Assure CPA, LLP , Spokane, WA , PCAOB ID:

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes in Stockholders' Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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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

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:

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

Evaluating the reasonableness of:

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

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

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

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

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

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

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ Assure CPA, LLC

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

Spokane, Washington

March 16, 2023

February 27, 2024

COMSTOCK INC.

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AS OF DECEMBER 31, 2023 AND 2022

12/31/22 12/31/21

December 31, 2023 December 31, 2022

Current Assets:

Cash and cash equivalents $ 3,785,577 $ 2,521,772

Investments in equity securities — 925,819

Investments 18,912,985 —

Notes receivable and advances, net - current portion — 4,990,000

Derivative assets — 342,000

Assets held for sale — 21,684,865

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Total current assets 23,183,139 30,767,613

Non-current Assets:

Investments 31,260,928 18,784,327

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Intangible assets, net 15,866,032 17,663,681

Goodwill — 12,788,671

Finance lease - right of use asset, net 2,923,766 2,911,458

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TOTAL ASSETS $ 106,466,344 $ 100,053,759

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

COMSTOCK INC.

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Continued)

AS OF DECEMBER 31, 2023 AND 2022

December 31, 2023 December 31, 2022

LIABILITIES AND STOCKHOLDERS' EQUITY

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

Deferred revenue 1,156,250 —

Debt, net - non-current portion 5,355,062 6,121,443

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TOTAL LIABILITIES 28,189,172 43,690,300

COMMITMENTS AND CONTINGENCIES (Note 11)

COMMITMENTS AND CONTINGENCIES (Notes 12 and 20)

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

Common stock $ .000666 par value, 245,000,000 shares authorized, 117,862,081 and 91,442,018 shares issued and outstanding at December 31, 2023 and 2022, respectively

78,405 60,660

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FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

12/31/22 12/31/21

December 31, 2023 December 31, 2022

Revenue $ 1,274,449 $ 178,150

Cost of goods sold — 272,082

Gross profit 178,150 590,083

Operating expenses:

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

Gain on sale of Facility (Note 9) ( 7,304,570 ) —

Total operating expenses 13,878,886 19,539,432

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Change in fair value of derivative instruments 961,085 ( 7,727,638 )

Gain on conversion of debt 129,705 —

Impairment of intangibles — ( 338,035 )

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

Impairment of investment and note receivable, net recovery — ( 3,243,650 )

Impairment of goodwill — ( 12,788,671 )

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Total other income (expense), net 23,130,689 ( 27,376,977 )

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.

Net income (loss) 10,526,252 ( 46,738,259 )

Net income (loss) attributable to noncontrolling interest 1,364,431 ( 789,515 )

Net income (loss) attributable to Comstock Inc.

$ 9,161,821 $ ( 45,948,744 )

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 )

Earnings per Share - Basic:

Net income (loss) per share - basic $ 0.09 $ ( 0.62 )

Earnings per Share - Diluted:

Net income (loss) per share - diluted $ 0.09 $ ( 0.62 )

Weighted average common shares outstanding, basic 105,126,754 74,458,028

Weighted average common shares outstanding, diluted 105,169,364 74,458,028

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

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FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

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 )

Common Stock Additional Paid in Capital Accumulated Deficit Treasury Stock Amount Non-Controlling Interest Total

Shares Amount

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

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

Issuance of common stock 15,356,808 10,226 6,889,774 — — — 6,900,000

Issuance of common stock for stock issuance costs 963,445 642 349,358 — — — 350,000

Common stock issuance costs — — ( 599,620 ) — — — ( 599,620 )

Ionic Note equity conversion issuance 8,705,806 5,799 4,252,373 — — — 4,258,172

Issuance of common stock in lieu of payment of interest 475,930 317 211,245 — — — 211,562

Warrants issued with note agreement — — 157,269 — — — 157,269

Payment to Northern Comstock LLC for mineral rights 963,074 641 481,859 — — — 482,500

Employee and director share-based compensation ( 45,000 ) 120 ( 2,376 ) — — — ( 2,256 )

LINICO dividends earned by AQMS not distributed — — — — — ( 180,485 ) ( 180,485 )

Dividend payable extinguished with acquisition of AQMS' interest in LINICO — — — — — 447,001 447,001

Acquisition of AQMS interest in LINICO — — 3,758,807 — — ( 4,325,134 ) ( 566,327 )

LINICO distribution to AQMS — — — — — ( 70,355 ) ( 70,355 )

Net income — — — 9,161,821 — 1,364,431 10,526,252

BALANCE - December 31, 2023 117,862,081 $ 78,405 $ 363,889,245 $ ( 282,329,611 ) $ ( 3,360,867 ) $ — $ 78,277,172

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

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FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

12/31/22 12/31/21

December 31, 2023 December 31, 2022

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:

Net income (loss) $ 10,526,252 $ ( 46,738,259 )

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

Depreciation 435,683 617,809

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Amortization of discount associated with finance leases 246,038 829,924

Amortization of debt discount and other debt-related items 816,429 492,962

Amortization of intangibles 1,997,649 2,171,646

Accretion (reduction) of reclamation liability 380,176 ( 219,167 )

Accretion of discount on MCU Philippines, Inc.

Gain on sale of Facility (Note 9) ( 7,304,570 ) —

Gain on investments ( 25,034,875 ) ( 7,310 )

Gain on conversion of debt ( 129,705 ) —

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

Change in fair value of Tonogold Resources, Inc.

note receivable — 605,000

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

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

Employee and director share based compensation (recapture) ( 2,256 ) 481,997

Change in fair value of derivative instruments ( 961,085 ) 7,727,638

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

Loss on write-off of investments in MCU and MCU-P note receivable — 2,455,332

Loss on Pelen option 150,000 150,000

Share of net loss of equity-method investments 1,715,689 1,133,633

Impairment of goodwill — 12,788,671

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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 )

Write-off of Tonogold reimbursement receivables — 1,283,302

Write-off of expense related to Fenix prepaid 240,000 —

Interest expense paid with common stock 211,562 —

Other ( 19,085 ) ( 25,605 )

Changes in operating assets and liabilities:

Prepaid expenses 37,063 ( 717,822 )

Prepaid expenses and other current assets 50,816 37,063

Deposits - assets 234,315 133,454

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Accounts payable 31,371 80,854

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

Accrued expenses and other liabilities 714,705 620,504

Deferred revenue 1,156,250 —

Deposits - liability ( 12,503 ) 2,420

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CASH FLOW FROM INVESTING ACTIVITIES:

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

12/31/22 12/31/21

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

Purchase of mineral rights and property, plant and equipment ( 1,819,065 ) ( 1,014,070 )

Proceeds received from the sale of the Manufacturing Facility (Note 9) 21,000,000 —

Proceeds from sale of ABTC common shares 6,000,000 —

December 31, 2023 December 31, 2022

Proceeds from sale of Green Li-ion preferred shares 779,600 —

Purchase of Facility (Note 9) ( 12,000,000 ) —

Payments on contractual commitments associated with derivatives ( 8,025,000 ) ( 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.

( 1,995,000 ) ( 55,000 )

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 )

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

Proceeds from Tonogold option agreement — 750,000

Proceeds from sale of Tonogold Resources, Inc.

common shares — 933,129

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

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

Acquisition of intangible asset ( 200,000 ) ( 500,000 )

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

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

Other ( 109,994 ) 4,964

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

Net cash provided by (used in) investing activities 3,630,541 ( 3,731,949 )

CASH FLOWS FROM FINANCING ACTIVITIES:

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

Principal payments on debt principal and financing leases ( 301,540 ) ( 3,772,360 )

LINICO distribution to AQMS ( 70,355 ) —

Proceeds from the issuance of common stock 6,900,000 10,786,180

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Issuances of debt 4,980,000 4,975,000

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

Capital contributed to LINICO from AQMS — 500,000

Common stock issuance costs ( 249,620 ) ( 298,000 )

Proceeds from exercise of options 28,000 —

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

Other — 15,805

Net cash provided by financing activities 11,258,485 12,446,702

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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 —

Issuance of common shares for 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 for debt conversion and accrued interest $ 4,258,172 $ —

Shares of ABTC common stock received on sale of Facility $ 9,365,000 $ —

Return of shares of ABTC common stock in lieu of escrowed funds $ ( 1,500,000 ) $ —

Equipment acquired with payable $ 699,630 $ —

SSOF advances converted to equity investment $ 6,985,000 $ —

Shares payable for commitment fees $ 150,000 $ —

Note payable to AQMS for acquisition of AQMS' interest in LINICO $ 566,327 $ —

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 —

Issuance of common stock for stock issuance costs $ 350,000 $ 840,000

Warrants issued in connection with note agreement $ 157,269 $ 656,885

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

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Additions of finance leases obligations $ — $ 839,439

Recognition of operating lease liability and right-of-use asset $ 213,925 $ —

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 .

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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 innovates and commercializes technologies that enable systemic decarbonization and circularity by efficiently converting under-utilized waste and renewable natural resources into fuels, metals and supporting products that contribute to balancing global uses and emissions of carbon and accelerate more efficient and effective mineral and material discoveries.

Our strategic plan is based on innovating and enabling material science solutions and using our technologies to reduce reliance on long cycle fossil fuels, to shift to and maximize throughput of short cycle fuels, and to lead and support the adoption and growth of profitable, balanced, short cycle ecosystems that continuously offset, recycle, and/or neutralize carbon emissions.

During 2021, 2022 and 2023, we completed a series of transactions that were designed to build on our competencies and position us and our technologies to address and capitalize on the global transition to clean energy and to enhances our exploration and mineral discovery capabilities.

Those transactions primarily included our acquisitions of intellectual property and resources through the 100 % acquisition of Comstock Innovations Corporation, Comstock Engineering Corporation, FLUX Photon Corporation, and LINICO Corporation and our minority investment interest in Quantum Generative Materials LLC (“GenMat”).

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.

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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;

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

• Comstock Metals Corporation (“Comstock Metals”);

• Comstock Mining LLC (“Comstock Mining”);

• Comstock Innovations Corporation (“Comstock Innovations”);

• Comstock Engineering Corporation (“Comstock Engineering”);

• Comstock IP Holdings LLC (“Comstock IP”);

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

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• Downtown Silver Springs LLC (“DTSS”);

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

• MANA Corporation, since its acquisition in July 2021.

• LINICO Corporation Inc.

• MCU Philippines, Inc.

(“MCU-P”) since June 18, 2022;

• MANA Corporation (“MANA”).

All significant intercompany balances and transactions have been eliminated on a consolidated basis for reporting purposes.

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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 have the following five reporting segments:

Fuels, Metals, Mining, Strategic Investments and Corporate.

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.

Fuels Segment

Our Fuels Segment develops and commercializes technologies that extract and convert wasted and unused lignocellulosic biomass into intermediates for refining into advanced renewable fuels.

Most renewable fuels draw from the same pool of conventional fat, oil, and grease (“FOG”) feedstocks, but the total existing FOG supply can only meet a small fraction of the global mobility demand.

We are currently evaluating several joint development solutions and systems based on our technologies, as well as feedstock and offtake agreements, licenses, engineering services, and direct investments.

Our Fuels Segment is administered by our wholly owned subsidiary, Comstock Fuels Corporation, which will define and design solutions and license selected technologies to strategic partners, including long-term feedstock and offtake clients.

Metals Segment

Our Metals Segment recently secured sufficient supplier commitments and all of the necessary permits to begin commissioning our first photovoltaic recycling facility, and is expected to receive revenue in the form of tipping fees and to a lesser extent recycled metal sales from the processing of end-of-life photovoltaic materials.

Our Metals Segment is administered by our wholly owned subsidiary, Comstock Metals Corporation, which has ordered and received all necessary components for its first commercial demonstration facility in Silver Springs, NV, and has applied for and received all required permits with production anticipated in early 2024.

Mining Segment

Our Mining Segment generated over $ 1 million in revenue during 2023 and is expected to generate income in the form of leases, licenses, and related fees throughout 2024.

Our Mining Segment is administered by our wholly owned subsidiary, Comstock Mining LLC, and various other subsidiaries that collectively own or control twelve square miles of properties of patented mining claims, unpatented mining claims and surface parcels in northern Nevada, including six and a half miles of continuous mineralized strike length (the “Comstock Mineral Estate”).

We have two completed third-party S-K 1300 technical reports focused on just two relatively smaller subsets of our mineral estate.

We plan on further enhancing that data with hyperspectral orbital imaging and physics-based AI solutions to provide advanced prospecting analytics and more efficient, effective and expedient mineral discovery.

Strategic Investments Segment

We own and manage several investments and projects that are strategic to our plans and ability to produce and maximize throughput in our Fuels, Metals and Mining Segments, that are held for the purpose of complimenting or enhancing our mission of enabling systemic decarbonization and creating value but that are not a component of such other segments or otherwise have distinct operating activities.

Our Strategic Investments Segment includes minority equity investments in Quantum Generative Materials LLC (physics-based artificial intelligence), Green Li-ion Pte Limited (lithium ion battery recycling and cathode production), Sierra Springs Opportunity Fund (strategic direct investment in northern Nevada real estate), and other equity or equity-linked investments.

Corporate Segment

Our Corporate Segment includes our corporate functions and services, including research and development activities that are ongoing outside of the business activities related to our Fuels, Metals, Mining and Strategic Investments Segments.

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

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

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

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

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

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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.

Deferred tax losses 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

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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.

Deferred tax losses 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.

A variable interest entity (“VIE”) refers to a legal business structure in which an investor may have an influential or 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.

The Company has investments in GenMat and Sierra Springs Opportunity Fund, Inc.

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

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The Company has had recurring net losses from operations and had an accumulated deficit of $ 282.3 million at December 31, 2023.

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.

For the year ended December 31, 2023, the Company recognized net income of $ 10.5 million while cash and cash equivalents increased by $ 1.3 million from $ 2.5 million at December 31, 2022 to $ 3.8 million at December 31, 2023.

The Company intends to fund our operations over the next twelve months from (i) existing cash and cash equivalents, (ii) lease revenues (iii) sales of engineering services and technology

licenses, and (iv) planned investment and other non-strategic asset sales.

Based on these expected funding sources, management believes the Company will have sufficient funds to sustain our operations and meet our contractual and investment commitments 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, asset sales and other means, there is no assurance the Company will be able to sell additional assets timely and/or 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, the sale of the Silver Springs Properties, and amounts to be raised from the issuance of equity under our existing shelf registration statement.

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

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

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

or sell certain assets or businesses.

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

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

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.

In preparation of our consolidated financial statements and related disclosures in accordance with GAAP, 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.

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• derivative assets and liabilities;

• the useful lives and valuation of properties, plant and equipment;

• carrying values of assets held for sale and mineral rights;

• the useful lives and valuation of properties, plant and equipment and mineral properties;

• carrying values of assets held for sale;

• realization of net deferred tax assets;

• fair values of net assets acquired;

• useful lives of intangible assets;

• impairment of intangibles and goodwill;

• impairment of intangibles, notes receivable and advances;

• reclamation liabilities;

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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.

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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.

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 are subsequently measured on an amortized cost basis.

Investments in Debt and Equity Securities

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

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

The Company evaluates and assesses if an orderly transaction occurs as defined under GAAP at each reporting period for our equity security investments.

If an orderly transaction occurs with observable price changes, the Company adjusts the carrying value of the investment to the fair value with the change in fair value recorded in current earnings.

(see Note 2, Investments , and Note 14, 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.

Investments in companies and joint ventures for which the Company has the ability to exercise significant influence, but does 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.

Upon investment, the Company assesses whether a step up in the basis of the investee's net assets has occurred and, if so, adjusts our share of net earnings or losses by related depreciation and amortization expense.

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.

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

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

The Company assesses its equity method investments for impairment when events or circumstances suggest that the carrying amount of the investment may be impaired.

The Company records an impairment charge in earnings when the decline in value below the carrying amount is determined to be other than temporary.

INTANGIBLE ASSET S

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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.

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

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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 has derivatives that contain make whole provisions for our investments and asset acquisitions.

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 derivatives with make whole provisions are 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.

PROPERTY, PLANT AND EQUIPMENT

The Company records properties, plant and equipment at historical cost.

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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 recognizes a gain (loss) on sale of the asset in the consolidated statements of operations based upon the proceeds received on the sale less the net carrying value of the

The Company charges expenditures for maintenance and repairs to operations when incurred.

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

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

Upon 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.

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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.

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

The Company expenses mineral lease costs and repair and 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 has not established proven or probable reserves for any of its projects.

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.

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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.

The Company uses the units-of-production method to deplete the mineral rights and mining properties when in operation.

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 acquires its own stock, it is initially valued at cost and presented as treasury stock.

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

Fuels and Metals Segments

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

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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.

Revenue recognized on service contracts that have 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.

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

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

(1) identify the contract with the customer;

(2) identify the performance obligation in the contract;

(3) determine the transaction price;

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

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

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

Strategic and Other Investments

Consideration received by the Company pursuant to joint ventures or mineral lease agreements is applied against the carrying value of the related mineral interest.

When and if payments received exceed the carrying value, the excess amount is recognized as revenue ratably over the term of the related agreement.

Strategic Investments Segment

We generate rental revenues from tenants via long-term lease contracts in various forms, including lease and sublease agreements.

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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.

Costs associated with the research and development of our demonstration scale electrification product recycling facility plant and equipment for our renewable energy products are generally recognized as expenses.

Research and development expenses are capitalized only for those expenditures on materials, equipment and facilities that are acquired or constructed for research and development activities and have an alternative future use.

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

STOCK-BASED COMPENSATION

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

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

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

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

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Certain prior year amounts have been reclassified to conform to the 2023 financial statement presentation.

Reclassifications had no effect on net income (loss), stockholders' equity, or cash flows as previously reported.

Reclassifications had no effect on net income (loss), cash flows, or stockholders’ equity, as previously reported.

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.

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

Tax positions not

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

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

No reserve for uncertain tax positions has been recorded.

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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.

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

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

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.

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.

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

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

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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 .

In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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.

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

We adopted this new guidance on January 1, 2024 and do not expect a material impact to our financial position or results of operations.

In August 2023, the FASB issued ASU 2023-05 Business Combinations - Joint Venture Formations (Subtopic 805-60):

Recognition and Initial Measurement .

The new guidance addresses the accounting for contributions made to a joint venture, upon formation, in a joint venture's separate financial statements.

The objectives of the amendments are to (1) provide decision useful information to investors and other allocators of capital in a joint venture's financial statements and (2) reduce diversity in practice.

The guidance is applied prospectively and effective for all newly formed joint venture entities with a formation date on or after January 1, 2025, with early adoption permitted.

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

In November 2023, the FASB issued ASU 2023-07 ( Topic 280) Improvements to Reportable Segment Disclosures .

The new guidance requires disclosure of significant segment expenses that are (1) regularly provided to or easily computed from information regularly provided to the chief operating decision maker and (2) included in the reported measure of segment profit or loss.

The new standard also allows companies to disclose multiple measures of segment profit or loss if those measures are used to assess performance and allocate resources.

The guidance is effective for fiscal years beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024.

Early adoption is permitted and retrospective adoption is required unless impracticable.

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

In December 2023, the FASB issued ASU 2023-09 ( Topic 740) Improvements to Income Tax Disclosures .

The new guidance requires additional disclosures of disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid.

The guidance is effective for annual periods beginning after December 15, 2024.

The guidance should be applied on a prospective basis with the option to apply the standard retrospectively.

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

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

NOTE 2 ACQUISITIONS AND INVESTMENTS

Acquisition of 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:

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.

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)

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.

December 31, 2021

Revenue $ 983,380

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

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

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

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

Comstock Innovations operates a commercial pilot cellulosic fuel facility that converts

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

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)

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

Total fair value of consideration transferred 16,376,134

Recognized amounts of identifiable assets acquired

Cash and cash equivalents $ 100,147

Intangible assets - Intellectual property

Developed technologies 6,579,400

License agreements 494,133

Deferred tax liability ( 1,383,942 )

Total identifiable assets 5,789,738

Goodwill $ 10,586,396

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

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

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

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

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

December 31, 2021

Revenue $ 868,165

Net loss $ ( 25,777,145 )

Acquisition of Assets from FLUX Photon Corporation

On September 7, 2021, we purchased the intellectual property assets of Comstock Innovations affiliate, FLUX Photon Corporation (“FPC”), in exchange for $ 18,000,000 payable in cash to FPC at a rate equal to 20 % of the future monthly consolidated sales, less total variable costs, less operating expenses, maintenance, tax payments, and debt service payments of the Company and its now and hereafter-existing subsidiaries, until the purchase price of $ 18,000,000 has been fully paid.

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

cash payment of $ 17,650,000 .

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

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

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

Acquisition of MANA Corporation

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

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

Fair value of consideration transferred:

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

Total fair value of consideration transferred 6,528,453

Recognized amounts of identifiable assets acquired and liabilities assumed:

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

Deferred tax liability ( 96,921 )

Total identifiable net assets 364,607

Goodwill $ 6,163,846

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.

December 31, 2021

Revenue $ 862,165

Net loss $ ( 24,756,693 )

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

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

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

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

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

Transactions Involving Tonogold Resources, Inc.

and Comstock Mining LLC

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

("Tonogold").

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

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

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

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

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

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

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

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

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

Fair Value of consideration transferred

Tono Note receivable $ 6,650,000

Direct costs of acquisition 2,306

Less option payment received from Tonogold ( 750,000 )

Total fair value of consideration 5,902,306

Recognized amounts of identifiable assets acquired and liabilities assumed

Mineral properties 6,844,474

Asset retirement obligation ( 942,168 )

Total identifiable net assets $ 5,902,306

Termination of All Agreements Involving Tonogold Resources, Inc.

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

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

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

NOTE 2 INVESTMENTS

Summary of Investments

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

At December 31, 2023 and 2022, our investments include:

December 31, 2023 December 31, 2022

1 unchanged sentence

Quantum Generative Materials LLC $ 11,606,763 48.19 % $ 13,312,433 48.19 %

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

Green Li-ion Pte.

— — % 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 609,165 25.00 % 619,184 25.00 %

Total equity method investments 12,215,928 13,931,617

Cost Method Investments:

Measurement Alternative Investments

Green Li-ion Pte.

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

18,912,985 13.34 % 4,517,710 16.45 %

Sierra Springs Opportunity Fund, Inc.

19,045,000 17.11 % 335,000 11.64 %

Total measurement alternative investments 37,957,985 4,852,710

Total investments 50,173,913 18,784,327

Summary financial information for affiliated companies ( 20 % to 50 %-owned) accounted for by the equity method is as follows:

current investments 18,912,985 —

Long-term investments $ 31,260,928 $ 18,784,327

As of December 31, 2023 and 2022, the gain (loss) on investments is as follows:

December 31, 2023 December 31, 2022

Realized gain on sale of 1,500 Green Li-ion shares

$ 597,248 $ —

Unrealized gain on remaining 35,662 Green Li-ion preferred shares

Realized loss on sale of 9,076,923 ABTC common stock

( 1,865,000 ) —

Unrealized gain on Sierra Springs Opportunity Fund, Inc.

Other — 7,310

Total gain on investments $ 25,034,875 $ 7,310

Summary financial information for affiliated companies ( 20 % to 50 %-owned) accounted for by the equity method for the periods presented, compiled from the equity investee's financial statements and reported on a one quarter lag is as follows:

December 31, 2023 December 31, 2022

Current assets $ 665,765 $ 1,023,023

2 unchanged sentences

Non-current liabilities — —

Twelve-Months Ended

December 31, 2023 December 31, 2022

Revenues 70,271 73,697

Gross Profit 70,271 73,697

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.

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.

Net loss $ ( 4,588,529 ) $ ( 2,956,597 )

Net loss attributable to Comstock Inc.

$ ( 1,715,689 ) $ ( 1,133,633 )

Upon acquisition, management determined that the excess of our investment values over the net assets of the individual equity method investees was comprised of goodwill.

At December 31, 2023 and 2022, non-current assets in the summarized financial information in the table above include the equity investees’ investment in, and derivative asset associated with, the Company's common stock of $ 3.7 million and $ 8.0 million, respectively.

Investment in GenMat

On June 24, 2021, we invested in the equity of GenMat, and received 465,000 membership units and committed $ 5,000,000 in cash and $ 10,000,000 in shares in the Company's common 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.

Through December 31, 2023, we paid a total of $ 12,550,000 consisting of the full $ 5,000,000 cash commitments and $ 7,550,000 against the make-whole provision associated with the Company's common stock.

In 2023, we paid $ 5,100,000 against the make-whole for the deficiency in common stock value.

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

For the years ended December 31, 2023 and 2022, the Company recorded $ 1,705,670 and $ 1,083,513 , respectively, 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, 2023 and 2022.

Through December 31, 2023, the Company has not made additional investments against the additional $ 35 million investment commitment because the Company and GenMat are finalizing the commitments associated with the first investment tranche and the related development milestones.

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.

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

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.

In each year from 2020 to 2022, we paid $ 100,000 for the option to purchase 75 % of the remaining membership interest of Pelen LLC.

The option expired in 2023.

At December 31, 2023 and 2022, the balance of option payments of $ 0 and $ 150,000 , 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.

The Company recorded $ 10,019 in equity loss from affiliates and $ 28,133 in equity income from affiliates for the investment in Pelen for the years ended December 31, 2023 and 2022.

Investment in Green Li-ion Pte.

LTD (“Green Li-ion”)

As part of our acquisition of a majority ownership of LINICO on December 30, 2021, we acquired 37,162 preferred shares or 20.22 % of Green Li-ion, a Singaporean company.

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

In 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.

On February 28, 2023 and September 5, 2023, Green Li-ion issued additional equity and further decreased our ownership down to 14.01 % and 13.34 %, respectively.

On September 12, 2023, LINICO received gross proceeds of $ 795,510 , net of commission fees of $ 15,910 , from the sale of 1,500 Green Li-ion preferred shares for $ 530.34 per share and recorded a realized gain of $ 597,248 included in gain (loss) from investments in the consolidated statements of operations.

In connection with this sale, the Company valued the remaining 35,662 Green Li-ion preferred shares it holds using the sales price of $ 530.34 per share which resulted in recognition of an unrealized gain on investment of $ 14,577,627 .

The Company intends to sell the remaining Green Li-ion preferred shares over the next twelve months.

For the years ended December 31, 2023 and 2022, we recognized $ 0 and $ 59,290 , respectively, in equity loss from affiliates for the investment in Green Li-ion.

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.

During 2019, the Company invested $ 335,000 for 6,700,000 shares of SSOF common stock.

These shares represented approximately 11.64 % of SSOF as of December 31, 2022.

From 2020 through November of 2023, the Company also advanced $ 6,985,000 to SSOF and its subsidiary, for the purpose of purchasing land, payments for deposits on land and payments for an option on land and water rights purchases.

On December 29, 2023, the Company and SSOF agreed to convert total advances into 3,880,556 shares of SSOF common stock.

The conversion rate of $ 1.80 per share was determined to be the fair value of a share of SSOF common stock based on cash sales of SSOF common shares.

The Company’s initial investment of SSOF common shares in 2019 were revalued at $ 1.80 per common shares resulting in recognition of an unrealized gain on investment of $ 11,725,000 .

At December 31, 2023, the Company’s total investment in SSOF consists of 10,580,556 common shares, or 17.11 % of the total SSOF outstanding common shares on a fully diluted, if converted basis.

The Company's CEO is an executive of SSOF.

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.

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.

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 .

At December 31, 2023, the Company’s maximum exposure to loss as a result of its involvement with SSOF is limited to its investment of $ 19,045,000 .

Investment in American Battery Technology Company

In connection with the sale of the Manufacturing Facility (see Note 9, Sale of Manufacturing Facility ), the Company received 11 million shares of restricted common stock from the purchaser of the Manufacturing Facility, American Battery Technology Company ("ABTC"), with an initial fair value of $ 9,365,000 (see Note 14, Fair Value Measurements ).

On June 30, 2023, the Company and ABTC amended the agreement whereby the Company returned 1,923,077 of the ABTC restricted shares, based on the trading price of ABTC's stock on the date of the amended agreement, in exchange for the $ 1.5 million of the purchase price set aside in escrow to settle indemnification claims.

On August 8, 2023, the remaining 9,076,923 shares owned by the Company became unrestricted.

In 2023, the Company sold all 9,076,923 ABTC shares for gross proceeds of $ 5,456,920 , net of commission fees of $ 90,939 .

On December 8, 2023, ABTC paid $ 634,019 to the Company as part of the make-whole payment associated with the stock difference and ABTC guaranteed that the Company will receive additional cash if and to the extent that the net proceeds from such shares are less than $ 6.0 million.

For the year ended December 31, 2023, the Company recognized a loss of $ 1,865,000 on sale of the ABTC shares which is included in gain (loss) from investments.

Investment in LP Biosciences LLC

On February 28, 2022, the LP Biosciences transactions that were entered in 2021 were terminated and each of the parties were relieved of their respective rights, liabilities, expenses, and obligations under the transactions except termination obligations.

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 combined value of $ 5,110,000 , representing the carrying value of our investment of $ 4,173,000 and the derivative asset of $ 937,000 , was recorded directly to additional paid-in capital in the statement of equity as of December 31, 2022.

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

There was no such expense in 2023.

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

In March 2022, based on the lack of known, cash-generating operating sites for MCU-P operations, we determined that the investment was not recoverable.

For the year ended December 31, 2022, investment of $ 1,960,448 in MCU and the investment of $ 494,884 and notes receivable of $ 1,628,913 to MCU-P were deemed unrecoverable, and all amounts were fully impaired.

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 with $ 590,000 from MCU and $ 305,204 from MCU-P in 2022.

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

MCU and MCU-P hold equipment that was fully impaired prior to the acquisitions, and the remaining net assets include insignificant amounts of cash and accounts payable.

For the years ended December 31, 2023 and 2022, the Company recorded equity losses from affiliates for the investment in MCU and MCU-P of $ 0 and $ 14,578 , respectively.

For the years ended December 31, 2023 and 2022, the Company recorded equity losses from affiliates for the investment in MCU-P of $ 0 and $ 4,385 , respectively.

NOTE 3 NOTES RECEIVABLE AND ADVANCES, NET

Notes receivable and advances, net at December 31, 2023 and 2022 include:

12/31/22 12/31/21

December 31, 2023 December 31, 2022

Current portion

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

Other notes receivable 22,275 29,545

Total notes receivable and advances, current portion — 4,990,000

3 unchanged sentences

Daney Ranch note receivable, net of discount 980,291 959,318

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 $ 980,291 $ 959,318

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.

On August 19, 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.

The note bears interest at 2 % for the first twelve months and currently bears interest at 7 % and will so for the remaining term.

The note may be prepaid, in full 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.

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

During the years ended December 31, 2023 and 2022, we recognized interest income of $ 71,595 and $ 25,519 , respectively, 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.

In September 2020, the Company sold its 100 % ownership interest in Comstock Mining LLC whose sole assets were the Lucerne properties and related permits (“Comstock Lucerne”), to Tonogold Resources, Inc.

(“Tonogold”) for cash and notes receivable.

On March 26, 2022, the Company entered into an option agreement (the "Lucerne Option Agreement") with Tonogold where we agreed to extinguish their $ 6,650,000 note receivable ("the Tonogold Note") in exchange for 100 % of the membership

interests of Comstock Mining LLC and a payment of $ 750,000 .

The agreement provided Tonogold the right to repurchase the Comstock Mining LLC membership interests, which expired at December 31, 2022, when all agreements were terminated due to the failure to pay the Company.

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

Consideration of $ 5,902,306 was allocated as $ 6,844,474 to the mineral interest acquired and $ 942,168 to the asset retirement obligation assumed.

During 2022, the Company wrote off receivables from Tonogold totaling $ 1,283,302 consisting of expense reimbursements.

Prior to the Lucerne Option Agreement, we accounted for the Tonogold Note using the fair value option.

For the years ended December 31, 2023 and 2022, we recognized a loss in other income and expense on the consolidated statement of operations for the change in fair value of the Tonogold Note of $ 0 and $ 605,000 , respectively.

Advances to SSOF.

From 2020 through November of 2023, the Company advanced $ 6,985,000 to SSOF and its subsidiary, including $ 1,995,000 and $ 55,000 , in 2023 and 2022, respectively, for the purpose of purchasing land, payments for deposits on land and payments for an option on land and water rights purchases.

Advances receivable at December 31, 2023 and 2022 were $ 0 and $ 4,990,000 , respectively, classified in Note receivable and advances, net – current portion on the consolidated balance sheets.

On December 29, 2023, the Company and SSOF agreed to convert total advances into 3,880,556 shares of SSOF common stock.

The conversion rate of $ 1.80 per share was determined to be the fair value of a share of SSOF common stock based on cash sales of SSOF common shares.

The Company’s initial investment of SSOF common shares in 2019 were revalued at $ 1.80 per common shares resulting in recognition of an unrealized gain on investment of $ 11,725,000 (see Note 2, Investments ).

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

Properties, plant and equipment at December 31, 2023 and 2022, include the following:

December 31, 2023 December 31, 2022

Land $ 6,328,338 $ 6,328,338

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Total property, plant and equipment, net $ 15,204,030 $ 13,474,094

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

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

The Company recognized depreciation expense of $ 435,683 and $ 617,809 for the years ended December 31, 2023 and 2022, respectively.

At December 31, 2023, the Company has $ 402,931 of property, plant and equipment that were not yet placed in service and have not yet been depreciated.

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

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

Our properties at December 31, 2023 and 2022 consisted of the following:

12/31/22 12/31/21

December 31, 2023 December 31, 2022

Comstock Mineral Estate $ 12,164,013 $ 12,164,013

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

On June 30, 2023, the Company signed a Mineral Exploration and Mining Lease Agreement (the “Mining Lease”) with Mackay Precious Metals Inc.

The Mining Lease provides a twenty-year term granting Mackay the rights to conduct exploration on certain of the Company’s mineral properties in Storey County, Nevada.

Mackay paid a lease initiation fee of $ 1,250,000 and made their first two quarterly lease payments totaling $ 875,000 , with quarterly lease payments of $ 375,000 for the next three and a half years, and then quarterly lease payments of $ 250,000 thereafter.

In addition, Mackay will reimburse carrying costs for the mineral properties, and will pay a 1.5 % NSR royalty from eventual mine production from the mineral properties.

Mackay also committed to exploration expenditures of $ 1,000,000 per year on a cumulative basis, and increasingly detailed technical reports after the first five, ten, and fifteen years.

We determined that the lease initiation fee of $ 1,250,000 should be recognized as revenue ratably over the term of the lease and quarterly lease payments will be recognized as revenue in the period received.

For the year ended December 31, 2023, we recorded revenue of $ 906,250 which includes the quarterly lease payments of $ 875,000 and amortization of the lease initiation fee of $ 31,250 .

As of December 31, 2023, $ 1,218,750 of deferred revenue for the initiation fee remains, which the Company classified the short and long term deferred revenue of $ 62,500 and $ 1,156,250 , respectively, in accrued expenses and other liabilities and deferred revenue in our consolidated balance sheet.

In 2023, the Company acquired senior water rights ( 50 -acre feet) associated with one of its existing properties and junior water rights ( 16 -acre feet) for a total of $ 730,595 .

NOTE 5 RECLAMATION BOND DEPOSIT

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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 total cash collateral, per the surety agreement, was $ 2,743,582 and $ 2,620,879 at December 31, 2023, and 2022.

The reclamation bond deposit at December 31, 2023 and 2022 consisted of the following:

12/31/22 12/31/21

December 31, 2023 December 31, 2022

Lexon surety bond cash collateral $ 2,743,582 $ 2,620,879

1 unchanged sentence

Total reclamation bond deposit $ 2,850,518 $ 2,727,815

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 Lexon collateral at December 31, 2023 and 2022, includes interest income of $ 122,703 and $ 120,879 , 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, 2023 and 2022.

3 unchanged sentences

Developed technologies 10 years $ 19,582,402 $ 19,382,402

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

3 unchanged sentences

Intangible assets, net $ 15,866,032 $ 17,663,681

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.

Accumulated amortization as of December 31, 2023 and 2022 consisted of the following:

2 unchanged sentences

License agreements 131,917 78,415

In-process research and development — 2,991

Customer agreements 122,885 122,884

3 unchanged sentences

Amortization expense related to intangible assets of $ 1,997,649 and $ 2,171,646 was recorded for the years ended December 31, 2023 and 2022, 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.

Future minimum amortization expense is as follows at December 31, 2023:

5 unchanged sentences

Thereafter 5,801,283

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

Changes in the intangible assets balances for the year ended December 31, 2023 are presented below:

As of December 31, 2022 Additions Assets Held for Sale Impairment Amortization As of December 31, 2023

Intangible assets $ 20,042,772 $ 200,000 $ — $ — $ — $ 20,242,772

Accumulated amortization ( 2,379,091 ) — — — ( 1,997,649 ) ( 4,376,740 )

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

Total intangible assets $ 17,663,681 $ 200,000 $ — $ — $ ( 1,997,649 ) $ 15,866,032

Changes in the intangible assets and goodwill balances for the year ended December 31, 2022 are presented below:

As of December 31, 2021

Acquisitions Additions Impairment Amortization As of December 31, 2021

Additions Assets Held for Sale Impairment Amortization As of December 31, 2022

Intangible assets $ 23,514,259 $ 500,000 $ ( 3,621,487 ) $ ( 350,000 ) $ — $ 20,042,772

2 unchanged sentences

Total intangible assets and goodwill $ 35,963,972 $ 500,000 $ ( 3,501,939 ) $ ( 13,126,706 ) $ ( 2,171,646 ) $ 17,663,681

All intangibles and goodwill are associated with the renewable energy 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.

All intangibles and goodwill are associated with the Fuels and Metals Segments.

In 2022, the Company fully impaired the goodwill associated with acquisitions in 2021 of $ 12,788,671 in the Fuels and Corporate Segments.

Our assessment reviewed both qualitative and quantitative factors to derive the estimated fair value of our goodwill associated with our acquisitions in 2021.

The Company fully impaired the goodwill associated with acquisitions in 2021 due to a decrease in the Company's stock price and market capitalization 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:

12/31/22 12/31/21

The Company is party to three license agreements with American Science and Technology Corporation (“AST”), pursuant to which the Company agreed to license certain intellectual property of AST 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 2022, the Company paid $ 500,000 toward the license fees which are recognized as an addition to intangible assets - developed technologies.

As of December 31, 2023, we have obtained the three license agreements and no additional payments are anticipated.

On December 28, 2023, the Company amended the asset purchase agreement with Flux Photon Corporation (“FPC”) dated on September 7, 2021, and amended on December 10, 2021 (as amended, the “FPC Asset Purchase Agreement”).

Pursuant to the 2021 FPC Asset Purchase Agreement, the Company acquired certain intellectual property and related photocatalysis laboratory equipment (the “FPC Assets”).

The original purchase price included a payable for the FPC assets of $ 17,650,000 , payable only from 20 % of future cash flows defined as the future monthly consolidated sales, less total variable costs, less operating expenses, maintenance, tax payments, and debt service payments of Comstock Inc.

and its now and hereafter-existing subsidiaries until the purchase prices has been fully paid.

The 2023 amended FPC Asset Purchase Agreement reduced the purchase price payable to $ 16,850,000 .

On the date of the amendment, the Company paid $ 200,000 with the remaining balance of $ 16,650,000 payable to Flux from future cash flows and accounted for as an acquisition of intellectual property.

Kreisler, a member of the Company's board of directors and the Company's chief technology officer, is also the owner of 100 % of the outstanding common stock of Flux and as such was the indirect beneficiary of all payments made to Flux pursuant to the FPC Asset Purchase Agreement (see Note 20, Related Party Transactions ).

As of December 31, 2022, assets held for sale included a lease intangible with a balance of $ 3,501,939 which was net of related amortization of $ 119,548 .

The underlying lease and lease intangible were classified as Held for Sale at December 31, 2022 and were sold in April 2023 with the Company's acquisition of the associated leased assets (see Note 9, Sale of Manufacturing Facility ).

NOTE 7 ACCRUED EXPENSES AND OTHER LIABILITIES - CURRENT

Accrued expenses and other liabilities - current at December 31, 2023, and 2022, consisted of the following:

December 31, 2023 December 31, 2022

Accrued interest expense $ 52,500 $ 43,398

Accrued payroll costs 798,827 627,210

Accrued executive bonuses 928,125 —

Accrued incentive compensation 1,332,169 928,125

Accrued vendor liabilities 53,088 115,653

Deferred revenue 78,495 —

Other accrued expenses 47,402 5,211

Total accrued expenses $ 2,362,481 $ 1,719,597

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.

On July 1, 2022, the Board of Directors approved a performance objective based, cash incentive compensation plan for executives of the Company, with the potential to earn a performance bonus of up to 100 % of base salary.

The incentive compensation is 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.

On April 28, 2023, the compensation committee of the Board of Directors approved payment of executive incentive compensation of $ 970,000 for named executive officers other than the chief executive officer earned through December 31, 2022 which was paid in 2023.

On September 29, 2023, the compensation committee of the Board of Directors approved a special, performance-based cash award to the chief executive officer of $ 30,000 , paid as of December 31, 2023.

For the years ended December 31, 2023 and 2022, the Company recognized $ 1,332,169 and $ 928,125 , respectively, of expense associated with the plan based on estimates of progress towards meeting incentives.

As of December 31, 2023, accrued incentive compensation of $ 1,332,169 consists of the estimated 2023 incentive pay expected to be paid in 2024.

NOTE 8 LEASES

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Finance lease right-of-use asset Finance lease - right to use asset, net 2,923,766 2,911,458

Operating lease right-of-use asset Other current assets 42,061 46,897

Operating lease right-of-use asset Other assets - noncurrent 237,617 42,061

Total right of use assets $ 3,161,383 $ 18,662,558

15 unchanged sentences

Financing cash flows from finance leases $ 301,540 $ 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 —

Non-cash finance lease modification $ 56,501 $ 1,147,669

Right-of-use asset and lease acquired $ 213,925 $ 839,439

Right-of-use acquired with shares of common stock (Haywood) $ — $ 2,100,000

The Company has the following weighted average remaining lease terms and discount rates for our finance and operating leases:

Weighted-average remaining lease term - finance leases 1.33 0.75

Weighted-average remaining lease term - operating leases 5.75 6.75

Weighted-average remaining lease term in years - finance leases 0.33 1.33

Weighted-average remaining lease term in years - operating leases 4.62 5.75

Weighted-average discount rate - finance leases 8 % 8 %

1 unchanged sentence

Finance Lease

LINICO has a finance lease, as lessee, with Aqua Metals Reno Inc., a subsidiary of AQMS, for an industrial lease, including the land, buildings and related improvements (the “Battery Recycling Facility”).

AQMS is the non-controlling interest holder for LINICO and a related party.

LINICO did not exercise the purchase option on October 1, 2022, and paid an additional $ 2,000,000 on October 25, 2022, effectively extending the option until March 31, 2023.

The lease amendment in October 2022 increased the lease term from 16 to 19 months with an annual discount rate of 6 % and expected future lease payments resulted in a $ 1,147,669 increase to the lease liability and right of use asset.

In March 2023, the Company sold the related building, land and equipment for $ 27,000,000 (See Note 20, Subsequent Events ).

Assets Held for Sale

The Company committed a plan to sell certain land, buildings and related improvements under the AQMS lease.

As of December 31, 2022, the AQMS lease assets and other assets associate with the AQMS lease with a net carrying value of $ 21,684,865 and liabilities of $ 12,021,566 that met the criteria to be classified as assets held for sale.

Proceeds from the sale of these assets are required to be used to satisfy obligations due under the terms of the AQMS lease in which LINICO has a finance lease, as lessee, with Aqua Metals Reno Inc., a subsidiary of AQMS.

Assets held for sale at December 31, 2022 include:

Right of use lease asset, net of amortization $ 15,709,039

Lease intangible, net of amortization 3,501,939

Deposits 1,250,000

Property, plant and equipment 710,563

Construction in progress 513,324

Total assets held for sale $ 21,684,865

Liabilities held for sale at December 31, 2022 include:

Right of use lease liability $ 12,021,566

Total liabilities held for sale $ 12,021,566

LINICO Construction in Progress

At December 31, 2022, the construction in progress assets were classified as assets held for sale of $ 513,324 .

During the year ended December 31, 2022, we recognized $ 1,586,481 of which had been previously classified as construction in progress as research and development expenses.

The Company did not recognize research and development expenses for LINICO for the year ended December 31, 2021.

Since 2021, LINICO, a majority-owned subsidiary of the Company, had a finance lease (the “AQMS Lease”), as lessee, with Aqua Metals Reno Inc., a subsidiary of Aqua Metals Inc.

(“AQMS”), for land, buildings and related improvements (the “Manufacturing Facility”).

AQMS was the non-controlling interest holder for LINICO.

The lease agreement provided for the Company to purchase the Manufacturing Facility for a total purchase price of $ 15.25 million ($ 3.25 million of which was previously paid by LINICO) if LINICO elected not to or was unable to purchase the Manufacturing Facility.

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, increasing the lease term from 16 to 19 months and a $ 1,147,669 increase to the lease liability and right of use asset.

On March 30, 2023, the Company delivered AQMS a notice of its irrevocable intent to exercise the option and purchase the membership interest of the entity that owned the Manufacturing Facility for $ 12,000,000 , as provided by the agreement.

On April 26, 2023, the Company closed on the purchase of the membership interest of Aqua Metals Transfer LLC (“AQMT”) from AQMS and paid the remaining $ 12.0 million due, taking full ownership of the membership interest of AQMT and terminating the AQMS Lease (see Note 9, Sale of Manufacturing Facility ).

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.

On April 16, 2021, the Company entered into an asset purchase agreement (the “AST 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.

Under the AST Asset Purchase Agreement, the Company agreed to acquire substantially all of AST’s assets in exchange for $ 3,500,000 due on April 30, 2024 in addition to $ 35,000 per month from May 1, 2022 to April 30, 2024.

Beginning May 1, 2022, the AST Asset Purchase Agreement provides for full access and use of the AST assets until all payments are made and title transfers to the Company.

The Company also entered into three license agreements with AST in connection with the AST Asset Purchase Agreement (see Note 6, Intangible Assets and Goodwill ).

All of the assets purchased under the agreement are being used for research and development activities.

2 unchanged sentences

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 AST 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.

2 unchanged sentences

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.

The building is being depreciated over a 20 -year useful life and the lease liability has a remaining life at December 31, 2023 of 0.33 years.

Of the amounts paid under this agreement, a portion is associated with the acquired machinery and equipment and recognized as research and development expense in the consolidated statements of operation.

For the years ended December 31, 2023 and 2022, the Company recognized $ 319,740 and $ 213,160 , respectively, of research and development expense.

Haywood Quarry Acquisition and Lease Agreement

On April 7, 2022, the Company contracted to purchase Haywood quarry and industrial property (“Haywood”) from Decommissioning Services LLC (“Decommissioning Services”) for $ 2.1 million, payable in $ 50,000 of cash and 1,500,000 common shares of Comstock with a value of $ 2,295,000 .

The Haywood property represents approximately 190 industrial acres

in Lyon County, Nevada, and part of one of the larger industrial parks in Lyon County.

On April 7, 2022 and amended on November 7, 2022, the Company contracted to purchase Haywood quarry and industrial property (the “Haywood Property”) 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 total value of $ 2,295,000 .

The Haywood Property represents approximately 190 industrial acres in Lyon County, Nevada, and is 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 Company plans to employ a portion of the property for the storage of end-of-life electrification products.

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.

This contractual stock consideration has been recorded as a derivative on the consolidated balance sheets.

The first amendment to the lease agreement signed by the parties on November 7, 2022 extended the closing date to April 7, 2024.

For the years ended December 31, 2023 and 2022, the Company paid Decommissioning Services $ 200,000 and $ 150,000 , respectively, which resulted in a decrease in contractual stock consideration (see Note 14, Fair Value Measurements).

During the period between execution of the agreement and closing, the property is leased to us for no additional consideration, 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 by April 7, 2024, the agreement will terminate, and Decommissioning Services will retain a total of $ 400,000 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 the Haywood Property, excluding the removal of materials that have been pledged to a third-party for improvements made.

In September 2020, the Company, as lessor, leased real property and improvements located at 25 Daney Canyon Road, Dayton, Nevada (“Daney Ranch”) under a 36-month lease agreement commencing September 1, 2020, subject to early termination upon exercise of a purchase option.

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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

On August 15, 2023, the Company, as lessee, signed a Real Estate and Building Lease Agreement (the “Building Lease”) with Sierra Clean Processing LLC to lease real property and improvements located at 600 Lake Avenue, Silver Springs, Nevada.

The Building Lease is under a five year term commencing on August 1, 2023, subject to automatically renew for an additional five year terms.

Under the agreement, rental expense is $ 4,680 per month with an annual rent increase of 3 % and all lease payments were recognized as rental expense.

At lease inception, the lease was classified as an operating lease and the Company determined the lease term to be five years .

At August 15, 2023, we recorded a right-of-use asset and lease liability of $ 213,925 and $ 213,925 , respectively, at a discount rate of 13.57 %.

For the year ended December 31, 2023, the fixed operating lease expense was $ 24,847 .

The Company's chief executive officer is an executive and director of Sierra Clean Processing LLC.

The Company has an operating lease, as lessee, with Sutro as lessor, for a property located adjacent to the Gold Hill Hotel, which is primarily used as a room rental.

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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.

For the years ended December 31, 2023 and 2022, the fixed operating lease expense was $ 10,099 and $ 10,099 , respectively.

For the years ended December 31, 2023 and 2022, short-term operating lease expense was $ 100,030 and $ 52,115 , respectively.

Minimum lease payments to be paid by the Company by fiscal year for the Company's operating and finance leases are as follows:

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Total Minimum Lease Income $ 574,725

NOTE 9 SALE OF MANUFACTURING FACILITY

Since 2021, LINICO Corporation (“LINICO”), a majority-owned subsidiary of the Company, had a finance lease, as lessee, with AQMS, for land, buildings and related assets and improvements (the “Manufacturing Facility”).

As of December 31, 2022, the Manufacturing Facility had a net carrying value of $ 21,684,865 and liabilities of $ 12,021,566 , that met the criteria to be

classified as held for sale.

From March 1, 2023 to August 11, 2023, the Company consummated the sale and transferred the title of the Manufacturing Facility to ABTC.

The previously existing lease between LINICO and AQMS was terminated (see Note 8, Leases ).

Consideration received for the Manufacturing Facility as of December 31, 2023 are as follows:

Date Consideration Fair Value of Consideration

March 1, 2023 Cash $ 6,000,000

March 31, 2023 Cash 5,000,000

April 6, 2023 (modified April 21, 2023) Restricted shares of ABTC common stock ( 10,000,000 shares)

April 21, 2023 Cash 7,000,000

May 12, 2023 Cash 1,000,000

May 12, 2023 Restricted shares of ABTC common stock ( 1,000,000 shares)

May 22, 2023 Cash 2,000,000

June 30, 2023 ABTC common shares returned in lieu of escrowed funds ( 1,923,077 shares)

( 1,500,000 )

Total Consideration $ 28,865,000

Total consideration $ 28,865,000

Carrying value of manufacturing facility and equipment sold ( 21,397,165 )

Costs associated with the transaction ( 163,265 )

Gain on sale of manufacturing facility $ 7,304,570

On March 1, 2023, LINICO and ABTC entered into a Membership Interest Purchase Agreement (“Manufacturing Facility Purchase Agreement”) whereby ABTC would acquire the Manufacturing Facility and certain equipment.

On March 31, 2023 and April 21, 2023, the Company received non-refundable consideration of $ 5 million and $ 7 million in cash, respectively, from ABTC.

On April 6, 2023, LINICO and ABTC amended and restated the Manufacturing Facility Purchase Agreement (“A&R Manufacturing Facility Purchase Agreement”), and the Company received 10 million shares of ABTC restricted common stock.

The A&R Manufacturing Facility Purchase Agreement contained a guarantee that the Company will receive additional cash and/or shares if and to the extent that the proceeds from such shares were less than $ 6.6 million.

The Company was required to set aside $ 1.5 million of the purchase price in escrow to settle potential indemnification claims.

On May 12, 2023, the Company and ABTC amended and restated the A&R Manufacturing Facility Purchase Agreement (“Second A&R Manufacturing Facility Purchase Agreement”).

The Company received an additional $ 1.0 million in cash and 1 million shares of restricted shares of ABTC common stock.

On May 22, 2023, the Company received an additional $ 2.0 million in cash associated with the purchase and an additional $ 250,000 in cash to extend the closing period of the agreement.

On June 30, 2023, the parties amended and restated the Second A&R Manufacturing Facility Purchase Agreement (“Third A&R Manufacturing Facility Purchase Agreement”), whereby the Company returned 1,923,077 of restricted shares of ABTC stock in exchange for $ 1.5 million of the purchase price previously agreed to be set aside in escrow to settle potential indemnification claims.

The number of shares returned was based on the trading price of ABTC stock on the agreement date.

The Third A&R Manufacturing Facility Purchase Agreement also decreased the guarantee of amount to be received on sale of ABTC stock from $ 6.6 million to $ 6.0 million.

On August 11, 2023, the Company consummated the sale and transferred the title of the Manufacturing Facility to ABTC pursuant to the Third A&R Manufacturing Facility Purchase Agreement.

On April 21, 2023, the Company and ABTC entered into a pre-closing lease agreement for the Facility whereby ABTC could use the Facility until the time the sale is finalized.

Under the lease terms, ABTC was responsible for payment of all taxes and operating costs associated with the Manufacturing Facility.

During 2023, the Company received $ 237,473 in rental income from ABTC for renting the Manufacturing Facility prior to the closing date of August 11, 2023, at which time the lease was terminated.

The Company sold all of its shares of ABTC common stock in 2023 for net proceeds of $ 5,365,981 .

In December 2023, ABTC paid the Company $ 634,019 in accordance with the guarantee of $ 6.0 million to be received on sale of ABTC stock.

Assets held for sale at December 31, 2022 include:

December 31, 2022

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:

December 31, 2022

Right of use lease liability $ 12,021,566

Total liabilities held for sale $ 12,021,566

NOTE 10 DEBT OBLIGATIONS

Debt at December 31, 2023 and 2022 consisted of the following:

12/31/22 12/31/21

December 31, 2023 December 31, 2022

GHF Secured Promissory Note – 6 % interest, due December 15, 2024

$ 4,290,000 $ 4,290,000

Alvin Fund LLC Promissory Note - 9 % interest, due October 25, 2023

Alvin Fund LLC Promissory Note - 16 % interest, due January 31, 2026

2,000,000 2,000,000

Alvin Fund LLC Promissory Note - 8 % interest, due February 12, 2025

Kips Bay Unsecured Convertible Promissory Note - 8 % interest, due March 27, 2025

AQMS Notes Payable, net - 9.76 % implied interest, due December 31, 2024

Ionic Unsecured Convertible Promissory Note - 8 % interest, due March 16, 2024

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Long-term debt, net of discounts and issuance costs $ 5,355,062 $ 6,121,443

Unsecured Promissory Note

We entered into a long-term promissory note ("GHF 2021 Note") with GHF, Inc.

Secured Promissory Note

The Company 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").

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Prepayment is allowed in full or in part at any time without premium or penalty.

The loan is secured by all non-mining related assets of the Company and, Silver Springs land and water rights, excluding the Lucerne and Dayton properties.

The loan is secured by all non-mining related assets of the Company, 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.

If the promissory note has not been paid in full on or prior to December 15, 2022, the Company was required to 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 .

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In December 2022, the contingency was resolved upon issuing the warrants, the discount on the note was increased by $ 637,910 and related amortization was adjusted to reflect the increase in 2022.

During the years ended December 31, 2022 and 2021, we recognized

interest expense of $ 715,089 , which includes OID amortization of $ 429,912 , and $ 19,720 , respectively, in connection with the GHF 2021 Note.

On August 22, 2022, the Company amended the GHF promissory note’s prepayment provision to reduce the amount required to be paid from the Daney Ranch sale to $ 710,000 of the net cash proceeds.

On August 22, 2022, the Company amended the prepayment provision of the GHF 2021 Note 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.

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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 .

During the years ended December 31, 2023 and 2022, we recognized interest expense of $ 635,529 and $ 715,089 , respectively, which includes OID amortization of $ 378,129 and $ 429,912 , respectively, in connection with the GHF 2021 Note.

Alvin Note Fund Notes

The Company entered into a short-term promissory note (the “Alvin Fund 2022 Note”) with Alvin Fund LLC (“Alvin Fund”) 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.

The full principal was due on October 25, 2023.

Interest was 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.

On September 30, 2023, the Company entered into an amendment to extend the maturity of the Alvin Fund 2022 Note to January 31, 2026, at an interest rate of 16 %.

During the years ended December 31, 2023 and 2022, we recognized interest expense of $ 422,140 and $ 78,931 , respectively, which includes OID amortization of $ 204,110 and $ 45,890 , respectively, in connection with the Alvin Fund 2022 Note.

In 2023, the Company issued an aggregate of 475,930 shares of unregistered restricted common shares with a fair value of $ 211,562 to Alvin Fund in lieu of cash payments for interest under the Alvin Fund 2022 Note.

On November 12, 2023, the Company entered into a short-term promissory note (the "Alvin Fund 2023 Note") with Alvin Fund with a principal amount of $ 2,100,000 which includes $ 100,000 original issue discount.

The full principal is due on February 12, 2025.

Interest is payable monthly at a rate of 8 % annually.

Prepayment is allowed in full or in part at any time without premium or penalty.

The loan is secured by the Company's non-mining assets.

During the year ended December 31, 2023, we recognized interest expense of $ 50,077 which includes OID amortization of $ 27,524 in connection with the Alvin Fund 2023 Note.

In consideration of the lender providing the financing, the Company issued warrants that would allow the lender to purchase 1,000,000 shares at $ 0.70 per share which was recognized as a discount on the loan.

The warrants are exercisable for a period of two years commencing on November 12, 2023, and ending on November 12, 2025.

Fair value of warrants were calculated using a Monte Carlo valuation model with the following inputs:

stock price on the grant date of $ 0.47 and exercise price of $ 0.70 per share;

expected term of 2 years;

risk free rate of 4.92 %;

and annualized volatility of 85.0 %.

The warrants had a relative fair value of $ 157,269 on the date of issuance and was recorded as an additional debt discount with a corresponding increase in additional paid-in-capital.

Kips Bay Select LP Unsecured Convertible Note

On December 27, 2023, the Company entered into a securities purchase agreement for an unsecured convertible promissory note (the "Kips Bay Note") with Kips Bay Select LP ("Kips Bay") with a principal amount of $ 5,263,157 , of which $ 263,157 was an original issue discount.

The full principal is due on March 27, 2025.

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.

On December 27, 2023, the Company received $ 3.0 million and received the remaining $ 2.0 million on January 27, 2024.

The note requires the Company to pay a loan commitment fee of $ 150,000 in the form of shares of its common stock.

As of December 31, 2023, the Company recorded a stock payable of $ 150,000 as a non-current other liability on the consolidated balance sheet.

The amount was recognized as additional discount on the note.

On January 11, 2024, the Company issued

308,931 restricted shares of its common stock equal to 3 % of the principal amount of the Kips Bay Note, or $ 157,895 at $ 0.511 per share.

On January 16, 2024, the Company issued an additional 180,210 registered shares of its common stock equal in value to 1.75 % of the principal amount of the Kips Bay Note, or $ 92,105 , also at $ 0.511 per share.

The Kips Bay 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.

As of December 31, 2023, the Company bifurcated the conversion feature was recorded as a derivative liability with a corresponding addition to debt discount of $ 1,360,000 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 $ 1.00 , discount rate of 35 %, risk free rate of 4.54 %, and volatility of 96.0 %.

During the year ended December 31, 2022, we recognized interest expense of $ 10,356 and amortization of discount of $ 17,161 in connection with the Ionic 2022 Convertible Note.

We intend to use the net proceeds from this offering for strategic development programs, working capital and other general corporate purposes.

From January 11, 2023 to March 6, 2023, Ionic Ventures converted $ 1,000,000 with interest of $ 13,185 at an average price of $ 0.32 per share for 3,177,691 shares (See Note 20, Subsequent Events ).

Concorde Trust, Bean Trust, Georges Trust, GHF, Inc.

Jolcover Unsecured Promissory Notes

On March 4, 2021, we retired our existing unsecured promissory notes ("Promissory Notes") by paying the remaining principal balance of $ 3.1 million plus earned OID of $ 0.1 million.

For the year ended December 31, 2021, interest expense on these promissory notes was $ 139,213 , which includes OID amortization of $ 71,289 .

During the year ended December 31, 2023, we recognized interest expense of $ 16,822 which includes OID amortization of $ 14,806 in connection with the Kips Bay Note.

On December 19, 2023, Comstock Inc., LINICO and AQMS entered into a stock redemption agreement in which the Company agreed to purchase and AQMS agreed to sell their shares in LINICO for $ 600,000 (see Note 13, Equity ).

The consideration is payable in twelve installments of $ 50,000 with the first installment due on January 31, 2024, and the next eleven installments due on the last day of the next succeeding eleven months.

Because the payments are not interest bearing, the Company calculated the implied interest of $ 33,673 on the future cash payments using an interest rate of 9.76 % which was recorded as a discount on the agreement and will be recognized over the payment term.

The Company recognized interest expense of $ 1,922 in connection with the AQMS note payable.

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 Note”) with Ionic Ventures, LLC (“Ionic”).

with a principal amount of $ 3,150,000 , of which $ 2,975,000 was funded and $ 175,000 was an original issue discount.

The full principal was due on March 16, 2024.

Interest was payable monthly at a rate of 8 % annually.

The Ionic Note contains conversion terms that are based on percentages of trading price and volumes over defined measurement periods.

The terms required the conversion option to be bifurcated as a derivative.

As of December 31, 2023 and 2022, the Company bifurcated the conversion feature and recorded a derivative liability of $ 0 and $ 420,000 , respectively, 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 years ended December 31, 2023 and 2022, we recognized interest expense of $ 285,772 and $ 27,517 , respectively, which includes OID amortization of $ 189,939 and $ 17,161 , respectively, in connection with the Ionic Note.

The Ionic Note was fully converted in 2023.

In 2023, the Company delivered 9,636,924 shares of common stock with a fair value of $ 4,622,502 at an average conversion price per share of $ 0.48 upon the conversion.

The conversion terms required a measurement period of five days within which the number of shares initially converted are adjusted for changes in trading volume during the period.

Under this provision, on April 6, 2023 and October 27, 2023, Ionic returned excess shares of 327,549 and 603,569 , respectively, of the Company's common stock issued upon earlier conversions with a fair value of $ 364,330 .

The gain on debt conversion recognized during the year ended December 31, 2023 was calculated as follows:

Principal converted $ 3,150,000

Debt discount associated with principal converted ( 387,900 )

Accrued interest payable converted 106,190

Derivative liability converted 1,519,587

Total 4,387,877

Fair value of stock issued 4,258,172

Gain on conversion of debt $ 129,705

NOTE 11 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.

At December 31, 2023 and 2022, we have asset retirement obligations of $ 5,606,681 , and $ 5,226,505 , 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).

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 3, Notes Receivable and Advances, net).

The estimated commencement date of reclamation activities changed from December 31, 2025 to December 31, 2032.

This resulted in a net reduction in the liability of $ 1,559,559 at December 31, 2022, which $ 942,167 was recorded as a reduction to our mineral assets retirement cost

on the consolidated balance sheets which resulted in the related mineral asset retirement cost being reduced to zero.

The remaining balance of the net reduction of $ 617,391 was recorded as a gain in selling, general and administrative expenses on the consolidated statements of operations.

On March 31, 2022, the Company reacquired the membership interests of Comstock Mining LLC and recognized an asset retirement obligation associated with the Lucerne mine assets of $ 942,168 (see Note 2 Acquisitions and Investments) .

This resulted in a net reduction in the liability of $ 1,599,559 at December 31, 2022, which $ 942,167 was recorded as a reduction to our mineral assets retirement cost on the consolidated balance sheets which resulted in the related mineral asset retirement cost being reduced to zero.

The remaining balance of the net reduction of $ 617,391 was recorded as a gain in selling, general and administrative expenses on the consolidated statements of operations in 2022.

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 .

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, 2023, and 2022:

12/31/22 12/31/21

December 31, 2023 December 31, 2022

Long-term reclamation liability — beginning of year $ 5,226,505 $ 5,445,672

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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 %.

These royalties range from 0.5 %` to 5 % of 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.

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The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of such future expenditures.

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.

The Company and the former employee agreed to a $ 102,000 settlement and the Company paid $ 102,000 during 2023.

The Company pays each of the independent directors cash retainers of $ 60,000 per year.

The Chair of each Committee is paid an additional cash retainer of $ 20,000 per year.

As of December 31, 2023, the Company accrued an additional $ 500,000 in director fee compensation associated with the stock-based portion of their compensation earned in 2023 that is expected to be issued in 2024 and paid annually.

For the years ended December 31, 2023 and 2022, the Company recognized director fees expenses of $ 1,117,600 and $ 418,800 , respectively.

As of December 31, 2023 and 2022, director fee compensation included in accounts payable on the consolidated balance sheet was $ 87,500 and $ 0 , respectively.

From time to time, we are involved in claims and proceedings that arise in the ordinary course of business.

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ISSUANCE OF REGISTERED SHARES OF COMMON STOCK

On April 12, 2022, we entered into an equity purchase agreement ("2022 Leviston Sales Agreement") with Leviston Resources LLC ("Leviston") to offer and sell registered shares of common stock at an aggregate offering price of up to $ 10 million from time to time, at our option, on terms we deem favorable.

In consideration of Leviston’s agreement to enter the Purchase Agreement, the Company agreed to deliver additional shares of common stock to Leviston, for no additional consideration, on the first settlement date with respect to a put notice delivered by us.

For the year ended December 31, 2022, we issued to Leviston 13,156,117 common shares with an aggregate sales price of $ 7,311,180 , at an average price per share of $ 0.64 , and an additional 206,897 common shares at a fair value of $ 300,000 in commitment fees.

On February 13, 2023, the Company entered into an equity purchase agreement (the “2023 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 $ 5,000,000 from time to time, at our option, on terms we deem favorable.

For the year ended December 31, 2023, the Company issued 10,892,604 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 $ 5,000,000 at an average price per share of $ 0.46 , and additional 552,486 common shares at a fair value of $ 200,000 in commitment fees.

As of December 31, 2023, the 2023 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.

On December 16, 2022, the Company entered into a securities purchase agreement for the Ionic Note with Ionic.

The Ionic Note contains conversion terms that are based on percentages of trading price and volumes over defined measurement periods.

As of December 31, 2023, the Company delivered 9,636,924 shares of common stock with a fair value of $ 4,622,502 at an average conversion price per share of $ 0.48 upon the conversion.

The conversion terms required a measurement period of five days within which the number of shares initially converted are adjusted for changes in trading volume during the period.

On June 21, 2022, the Company entered into an agreement with Tysadco Partners, LLC (“Tysadco”) 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 were 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 Company paid commissions equal to 5 % of the offering proceeds to the placement agent in connection with such sales.

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 .

For the year ended December 31, 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 .

For the year ended December 31, 2023, the Company issued 4,464,204 shares of common stock to Tysadco, for an aggregate sales price of $ 1,900,000 at an average price per share of $ 0.43 .

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 .

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.

As of December 31, 2023, the Purchase Agreement has $ 7,000,000 remaining capacity.

On April 12, 2022, the Company entered into an equity purchase agreement ("2022 Leviston Sales Agreement") with 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.

As of December 31, 2023, the 2022 Leviston Sales Agreement has no remaining 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, 2023 are as follows.

Issuance Date

Acquisition/Investment

Common Shares Issued

Restriction Period

April 7, 2022 Decommissioning Services LLC

April 12, 2022 Leviston Resources

June 21, 2022 Tysadco Partners

All shares are restricted from trading for a six month period from issuance.

Issuance Date Acquisition/Investment Common Shares Issued

February 14, 2023 Leviston Resources LLC 410,959

June 21, 2023 Alvin Fund LLC 270,757

August 25, 2023 Northern Comstock LLC 963,074

October 5, 2022 Single investor

October 25, 2022 Alvin Fund LLC

September 1, 2023 Alvin Fund LLC 74,353

December 4, 2023 Alvin Fund LLC 64,458

December 5, 2023 Alvin Fund LLC 66,362

Total common shares issued 1,849,963

Six months from issuance date

Three months from issuance date.

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 Service LLC 1,500,000 A

April 12, 2022 Leviston Resources LLC 136,986 A

June 21, 2022 Tysadco Partners LLC 3,505,494 A

June 21, 2022 Tysadco Partners LLC 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.

On December 30, 2021, the Company entered into an agreement with LINICO to purchase additional shares resulting in approximately 90 % controlling interest.

The remaining 10 % ownership was held by AQMS (see Note 20, Related Party Transactions ) and is accounted for as a noncontrolling interest in our consolidated financial statements.

On December 19, 2023, the Company, LINICO and AQMS entered into a stock redemption agreement in which LINICO agreed to purchase and AQMS agreed to sell their shares in LINICO for $ 600,000 .

Upon the execution and delivery of the agreement, AQMS delivered the shares to LINICO whereupon LINICO cancelled the shares and AQMS’ sole rights with respect to LINICO.

The Company agreed to make full, timely, and faithful payment to AQMS for the purchase price.

AQMS resigned from all positions as officers, directors, agents or otherwise of LINICO, effective upon the execution of the agreement.

The ownership percentage change did not result in a change in control and the Company retained and maintained control of LINICO.

The increase in ownership percentage and decrease in non-controlling interest resulted in an increase to the Company's additional paid in capital of $ 3,758,807 during the year ended December 31, 2023.

As of December 31, 2023 and 2022, we own 100.00 % and 88.21 %, respectively, of LINICO and AQMS owns — % and 11.79 %, 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.

Upon execution and delivery of the stock redemption agreement, all accrued dividends to AQMS of $ 447,001 were canceled.

As of December 31, 2023 and 2022, accrued dividends of $ 0 and $ 266,516 , respectively, were due to AQMS and are included in accrued liabilities on the consolidated financial statements at December 31, 2023.

In September 2023, LINICO distributed $ 70,355 to AQMS for the sale of the 1,500 Green Li-ion shares.

No accrued dividends were paid by LINICO during the years ended December 31, 2023 and 2022.

During the year ended December 31, 2023, the Company and AQMS did not make additional capital contribution in LINICO.

During the year ended December 31, 2022, the Company and AQMS made $ 1,140,000 and $ 500,000 , respectively, in cash contributions to LINICO.

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 %.

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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.

At December 31, 2023 and 2022, our treasury stock includes 2,605,322 shares of our common stock with carrying value of $ 3,360,867 .

During 2022, we sold 394,677 shares of treasury stock with a carrying value of $ 509,113 for gross proceeds of $ 240,077 .

The gain on sale of $ 269,056 was recognized as a deduction to additional paid in capital.

The shares were acquired with our acquisition of LINICO on December 30, 2021 and are carried at

cost and presented as a deduction to equity.

We expect to sell the shares in 2023.

The difference of $ 269,056 was recognized as a deduction to additional paid in capital.

The shares were acquired with our acquisition of LINICO on December 30, 2021 and are carried at cost and presented as a deduction to equity.

We have presented the cost of the acquired stock as a deduction from equity.

No sales of treasury stock were made in 2023.

On January 5, 2024, the Company elected to reacquire 2,605,322 shares of the Company’s common stock from its wholly owned subsidiary, LINICO Corporation, for cancellation upon receipt.

The transaction reduced the Company’s outstanding shares from 117,862,081 to 115,256,759 (see Note 21, Subsequent Events ).

On August 22, 2022, the Company issued 200,000 warrants to GHF, Inc.

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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 10, 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.

On November 12, 2023, the Company issued warrants to Alvin Fund allowing them to purchase 1,000,000 shares of the Company’s common stock, exercisable at a price per share of $ 0.70 (see Note 10, Debt Obligations ).

The warrants are exercisable for a period of two years commencing on November 12, 2023 and ending on November 12, 2025.

Outstanding warrants for the year ended December 31, 2023 are as follows:

Outstanding warrants as of December 31, 2020 and 2021 —

Issued 1,200,000

Outstanding warrants as of December 31, 2022 1,200,000

Number of Warrants Exercise Price Expiration Date

200,000 $ 1.0000 August 22, 2024

500,000 $ 0.4555 December 15, 2024

500,000 $ 2.5217 December 15, 2024

Alvin Fund LLC 1,000,000 $ 0.7000 November 12, 2025

Total outstanding warrants 2,200,000

During the years ended December 31, 2023 and 2022, no warrants were exercised or expired.

NOTE 14 FAIR VALUE MEASUREMENTS

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(Level 2) Significant

Tonogold common shares $ — $ — $ — $ —

Other equity securities — — — —

Total assets measured at fair value $ — $ — $ — $ —

Ionic convertible debenture derivative $ ( 420,000 ) $ — $ — $ ( 420,000 )

Kips Bay convertible debenture derivative $ 1,360,000 $ — $ — $ 1,360,000

LINICO related derivative 2,383,162 — 2,383,162 —

Haywood derivative ( 1,480,000 ) — ( 1,480,000 ) —

Haywood Property derivative 875,000 — 875,000 —

GenMat derivative 781,966 — 781,966 —

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(Level 2) Significant

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

LINICO acquisition derivative liability $ ( 2,743,162 ) $ ( 2,743,162 ) $ — $ —

Ionic convertible debenture derivative $ 420,000 $ — $ — $ 420,000

LINICO related derivative 6,053,162 — 6,053,162 —

Haywood Property 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

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 )

Tonogold note receivable — 2,175,000

Exchange of note receivable exchanged for investment in Comstock Mining LLC ( 6,650,000 ) —

Ending Balance $ — $ 7,255,000

Changes in the assets and liabilities that include level 3 inputs are as follows:

• During the year ended December 31, 2022, the Company recognized a loss of $ 605,000 in the fair value measurement of the Tonogold Note Receivable (See Note 3, Notes Receivable and Advances, net) and a $ 6,650,000 exchange of the note receivable associated with the Tonogold agreement using significant unobservable inputs (Level 3).

As of December 31, 2022, the ending balance of investments measured at fair value was $ 0 .

• During the year ended December 31, 2023, the Company recognized a loss of $ 1,099,587 for the change in fair value of the Ionic convertible debenture derivative.

During the year ended December 31, 2023, $ 1,519,587 of the derivative liability was fully converted using significant unobservable inputs (Level 3).

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

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

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.

The 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.

The Company has several derivatives associated with its common stock including make-whole commitments and debt conversion options.

The following tables presents changes in our derivative liabilities for the years ended December 31, 2023

and 2022, measured at fair value:

For the Year Ended December 31, 2023

As of December 31, 2022 Additions (Deductions) Unrealized Gain (Loss) on Change in Fair Value Payments for Decrease in Contractual Stock Consideration As of December 31, 2023

Ionic convertible debenture derivative $ 420,000 $ ( 1,519,587 ) $ 1,099,587 $ — $ —

Kips Bay convertible debenture derivative — 1,360,000 — — 1,360,000

LINICO related derivative 6,053,162 — ( 945,000 ) ( 2,725,000 ) 2,383,162

Haywood Property derivative 1,480,000 — ( 405,000 ) ( 200,000 ) 875,000

GenMat derivative 6,592,638 — ( 710,672 ) ( 5,100,000 ) 781,966

Total liabilities measured at fair value $ 14,545,800 $ ( 159,587 ) $ ( 961,085 ) $ ( 8,025,000 ) $ 5,400,128

For the Year Ended December 31, 2022

As of December 31, 2021 Additions

(Deductions) Unrealized Gain (Loss) on Change in Fair Value Payments for Decrease in Contractual Stock Consideration As of December 31, 2022

Ionic convertible debenture derivative $ — $ 420,000 $ — $ — $ 420,000

LINICO related derivative 2,743,162 — 3,535,000 ( 225,000 ) 6,053,162

Haywood Property derivative — ( 245,000 ) 1,875,000 ( 150,000 ) 1,480,000

GenMat derivative 6,130,000 — 2,912,638 ( 2,450,000 ) 6,592,638

LPB derivative ( 342,000 ) 937,000 ( 595,000 ) — —

Total liabilities measured at fair value $ 8,531,162 $ 1,112,000 $ 7,727,638 $ ( 2,825,000 ) $ 14,545,800

At December 31, 2023 and 2022, the fair value of the LINICO, the Haywood Property, and GenMat derivatives was based on a trading price of the Company’s shares of $ 0.55 and $ 0.28 , respectively.

Ionic Ventures, LLC Conversion Option

On December 16, 2022, we recorded a derivative liability on the consolidated balance sheets in connection with the Ionic 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 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 %.

At December 31, 2023, the derivative was fully converted.

The derivative liability was classified within Level 3 of the valuation hierarchy.

In 2023, the range of variables used to calculate the fair value of the derivative liabilities associated with the conversion of the Ionic Note using a Monte Carlo valuation model are as follows.

Stock Price Discount Rate Volatility Risk Free Rate

Conversion price equal to 90 % of the average price capped at $ 0.50

35.0 % 85.0 % to 99 %

4.17 % to 5.44 %

Kips Bay Select LP Conversion Option

On December 27, 2023, we recorded a derivative liability on the consolidated balance sheets in connection with the Kips Bay Note.

On that date, the $ 1,360,000 fair value of the derivative liability was determined based on bifurcation of the derivative liability from the convertible note.

At both December 27, 2023 and December 31, 2023, the fair value of the derivative liability was $ 1,360,000 and was valued using a Monte Carlo valuation model with a conversion price equal to 90 % of the average price capped at $ 1.00 , discount rate of 35 %, risk free rate of 4.54 %, and volatility of 96.0 %.

The derivative liability was classified within Level 3 of the valuation hierarchy.

LPB Derivative Instrument

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The value of the shares was based on the $ 3.09 closing price per share of our common stock on that date.

At December 31, 2021, the 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.

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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

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.

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.

American Battery Technology Investment

In connection with the sale of the Manufacturing Facility (See Note 9, Sale of Manufacturing Facility) , the Company received 11 million shares of restricted common stock from the purchaser of the Manufacturing Facility, ABTC, with an initial fair value of $ 9,365,000 .

The fair value of our investment in ABTC restricted common shares acquired in connection with the sale of the Manufacturing Facility was valued using a Monte Carlo valuation model as follows.

Date Description Fair Value Beginning Stock Price Volatility Risk Free Rate

April 6, 2023 10 million ABTC shares (make-whole provision $ 6.6 million to $ 7.6 million)

$ 7,000,000 $ 0.78 94.0 % 4.80 %

April 21, 2023 Change in fair value on the 10 million ABTC shares for a change in make-whole commitment

$ 2,000,000 $ 0.86 95.0 % 5.00 %

May 12, 2023 1 million ABTC shares

$ 365,000 $ 0.74 95.0 % 5.07 %

NOTE 15 STOCK-BASED COMPENSATION

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The maximum number of shares of our common stock that may be delivered pursuant to awards granted under the 2022 Plan is 6,000,000 .

The 2022 Plan provides for the grant of various types of awards, including but not limited to, restricted stock (including performance and cash

awards), incentive and non-qualified stock options, stock appreciation rights and other equity-based awards.

The 2022 Plan provides for the grant of various types of awards, including but not limited to, restricted stock (including performance and cash awards), incentive and non-qualified stock options, stock appreciation rights and other equity-based awards.

As of December 31, 2023, the Company has not granted any options or shares under the 2022 Plan.

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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 the years ended December 31, 2023 and 2022, the Company recognized $ 143,100 and $ 190,800 , respectively, for the vesting of stock awards issued in 2020.

During the year ended December 31, 2023, 45,000 shares, which were issued in 2021 under the 2020 Plan, were forfeited totaling $ 11,925 in compensation recaptured.

No remaining compensation on these awards will be recognized after December 31, 2023.

During 2021, we granted 1,170,000 share awards, net of 30,000 shares which were forfeited during the year ended December 31, 2022, to employees under 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.

During 2023, we granted 30,000 shares to an additional employee and 30,000 shares were forfeited during the year ended December 31, 2023.

The vesting of 50 % of the employee 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

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

During the Year Ended

December 31, 2023

December 31, 2022

Total shares granted 30,000 40,000

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Stock price at grant date $ 0.28 $ 0.62 to $ 1.68

$ 1.10 to $ 3.51

Market condition valuation inputs:

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Stock price $ 0.28 $ 0.62 to $ 1.68

$ 1.10 to $ 3.51

Volatility 97 % 95 % to 96 %

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Fair value per share $ 0.02 $ 0.17 to $ 0.91

$ 0.41 to $ 2.71

Term (in years) 2.2 yrs to 2.5 yrs

Term (in years) 2.5 yrs

2.2 yrs to 2.5 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.

On January 4, 2024, the Company's Compensation Committee of the Board of Directors determined that the share units granted under the 2020 Plan shall be canceled, forfeited and terminated without issuance of any shares of the Company.

For the year ended December 31, 2023, the Company recognized net stock based compensation recapture of $ 289,310 and recorded the amount in selling, general and administrative expenses in the consolidated statements of operations.

For the year ended December 31, 2022, stock-based compensation for all employee share grants was $ 291,197 recorded in selling, general and administrative expenses in the consolidated statements of operations.

No shares have vested at December 31, 2023.

During the year ended December 31, 2022, 70,000 performance shares were forfeited and $ 41,124 in compensation that was reversed.

At December 31, 2022, unamortized stock-based compensation for the 2020 equity incentive plan was $ 279,656 and will be amortized over the remaining vesting terms.

Remaining vesting terms for the employee performance share grants are as follows:

2023 $ 265,772

Total remaining $ 279,656

2011 EQUITY INCENTIVE PLAN

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.

During the year ended December 31, 2023, 30,000 shares awards were forfeited and $ 52,583 in compensation recaptured.

COMSTOCK METALS EMPLOYEE AGREEMENT

On March 1, 2023, Comstock Metals Corporation, a wholly owned subsidiary of the Company, entered into an Employment Agreement with Dr.

Fortunato Villamagna, to serve as President of Comstock Metals Corporation.

As part of this agreement, Dr.

Villamagna shall receive 20 % of the equity in Comstock Metals Corporation, vesting evenly, over a five-year period commencing on March 1, 2023 through March 1, 2028.

Management determined that the estimated fair value of the equity award was $ 863,000 and our valuation method incorporated the present value of projected cash flows to calculate the discounted cash flows compared to the guideline for public companies with a marketability discount rate of 40 %, risk free rate of 3.77 %, and volatility of 110.0 %.

The determination of the fair value of the equity award was based on Level 3 inputs in the fair value hierarchy.

For the year ended December 31, 2023, the Company recognized share-based compensation of $ 143,833 for the period of March 1, 2023 through December 31, 2023.

At December 31, 2023, unamortized stock-based compensation for the equity award was $ 719,167 and will be amortized over the remaining vesting term of 4.25 years.

NOTE 16 OTHER INCOME AND EXPENSES

Other income (expense) net consisted of the following for the years ended December 31, 2023 and 2022:

12/31/22 12/31/21

December 31, 2023 December 31, 2022

Change in fair value Tonogold note receivable — ( 605,000 )

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 ) —

Amendment fee associated with Manufacturing Facility sale 250,000 —

Write off of Pelen option ( 150,000 ) ( 150,000 )

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The Company provides deferred income taxes on the net differences between the carrying amounts of assets and liabilities for financial and income tax reporting.

No benefit (provision) has been recognized for the years ended December 31, 2023 and 2022.

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 $ — $ —

Total current provision — —

Deferred provision (benefit) for tax:

Federal - due to acquisition of intangibles — ( 5,748,105 )

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

December 31, 2023

December 31, 2022

Federal statutory rate 21.0 % ( 21.0 ) %

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The Company’s total deferred income taxes at December 31, 2023 and 2022 consisted of the following:

12/31/22 12/31/21

December 31, 2023

December 31, 2022

Asset retirement obligation $ 1,177,403 $ 1,097,566

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Capital loss carryforward 1,291,211 1,024,983

Mark-to-market adjustments 3,827,353 3,697,424

Fair value adjustments — 3,827,353

Capitalized research expenditures 2,188,570 1,327,372

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Intangible assets ( 2,951,300 ) ( 4,080,313 )

Fair value adjustments ( 2,128,940 ) —

Total deferred tax liabilities ( 5,253,231 ) ( 7,549,617 )

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The Company records a valuation allowance if, based on the weight of all available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

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, 2023, and 2022, the Company has determined that a full valuation allowance is necessary against its net deferred tax assets based on this evidence and have valuation allowances of $ 48.1 million and $ 50.2 million, respectively, against the net deferred tax assets.

At December 31, 2023, the Company has total net operating and capital loss carryforwards of approximately $ 225.6 million.

Of this total, the Company has approximately $ 168.2 million in net operating loss carryforwards 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 of 1986, as amended, approximately $ 51.3 million for federal income tax purposes with no expiration, but which are subject to 80 % limitation upon utilization, and approximately $ 6.1 million of capital loss carryforwards for federal income tax purposes which, if not utilized, will begin to expire in 2027.

At December 31, 2023, and 2022, 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

state tax examinations in progress nor has it had any federal or state tax examinations since its inception.

The Company currently has no federal or 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.

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NOTE 18 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.

Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding during the period.

Diluted income (loss) per share reflects the potential dilution that could occur if outstanding stock options were exercised into common stock.

For the year ended December 31, 2022, we had no common stock equivalent shares that were potentially dilutive, including warrants to purchase common stocks, stock options, stock awards and conversion options on a convertible debenture.

The following is a reconciliation of the numerator and denominator used in the basic and diluted computation of net income (loss) per share:

December 31, 2023

December 31, 2022

Net income (loss) attributed to Comstock Inc.

$ 9,161,821 $ ( 45,948,744 )

Basic weighted average shares outstanding 105,126,754 74,458,028

Incremental shares 42,610 —

Diluted weighted average shares outstanding 105,169,364 74,458,028

Net income (loss) per common shares:

Basic EPS $ 0.09 $ ( 0.62 )

Diluted EPS $ 0.09 $ ( 0.62 )

For the years ended December 31, 2023 and 2022, the weighted average number of shares outstanding, for the purpose of calculating earnings per share, were reduced by treasury shares of 2,605,322 and 2,293,495 , 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.

For the year ended December 31, 2023, the calculation of incremental shares for diluted weighted average shares outstanding did not include the following items due to their anti-dilutive impact:

580,000 performance award shares, 580,000 market condition award shares, and 1,700,000 warrant shares.

For the year ended December 31, 2022, all potentially dilutive shares were anti-dilutive due to the net loss incurred in that period.

NOTE 19 SEGMENT REPORTING

We have the following segments:

production and sale of metals and mining, renewable energy, and strategic and other corporate investments.

We have the following segments and reporting units:

Fuels, Metals, Mining, Strategic Investments and Corporate.

The Company’s goal is to accelerate the commercialization of decarbonizing technologies.

Once a technology achieves a certain technology readiness or a justifiable critical mass or market distinction, we strategically plan its commercialization and dedicate resources toward that end.

Until then, it is managed with corporate resources.

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

In 2023, our chief operating decision maker ("CODM") reassessed the Company's performance and allocation of resources.

Based on this reassessment, the Company's segments were determined to be Fuels, Metals, Mining, Strategic Investments and Corporate.

Previously, our CODM assessed performance and allocation of resources to three business segments and reporting units including Renewable Energy, Mining and Strategic Investments.

Certain amounts have been reclassified to conform to the current period presentation on a comparable basis.

The Company's strategic plans, executes and monitors each reporting segment and has dedicated personnel responsible for each reportable segment.

Our Fuels Segment represents our lignocellulosic biomass into biointermediates for refining into renewable fuels.

Our Metals Segment represents our recycling of electrification products.

Our Mining Segment includes our gold and silver mining assets and related real estate.

Our Strategic Investments Segment includes our investments in GenMat, Green Li-ion and SSOF and our Corporate Segment includes all other assets and general corporate costs.

Mining revenue is from leasing mineral claims and other real estate.

Twelve-Months Ended

December 31, 2023

Fuels Metals Mining Strategic Investments Corporate/Other Total

Revenue $ — $ — $ 1,014,776 $ 237,473 $ 22,200 $ 1,274,449

Depreciation and amortization $ 885,070 $ 1,245,448 $ 165,731 $ 61,472 $ 119,804 $ 2,477,525

Loss from Operations $ ( 10,619,429 ) $ ( 346,115 ) $ ( 8,395,738 ) $ ( 19,361,282 )

(Loss) income from operations $ ( 6,836,194 ) $ ( 1,855,549 ) $ ( 1,284,753 ) $ ( 3,176,886 ) $ 548,945 $ ( 12,604,437 )

Change in fair value of derivative instruments $ — $ — $ 405,000 $ 1,655,672 $ ( 1,099,587 ) $ 961,085

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 )

Gain (loss) on investments $ — $ — $ — $ 25,034,875 $ — $ 25,034,875

Total other income (expense), net $ 3,210 $ — $ 439,241 $ 25,055,208 $ ( 2,366,970 ) $ 23,130,689

Net Loss $ ( 24,328,228 ) $ ( 2,715,794 ) $ ( 19,694,237 ) $ ( 46,738,259 )

Net income (loss) $ ( 6,832,984 ) $ ( 1,855,549 ) $ ( 845,512 ) $ 21,878,323 $ ( 1,818,026 ) $ 10,526,252

Total Assets $ 7,257,580 $ 11,797,921 $ 25,003,871 $ 57,082,301 $ 5,324,671 $ 106,466,344

$ 12,524,408 $ 8,322,920 $ 79,206,431 $ 100,053,759

Capital Expenditures $ 68,582 $ 997,993 $ 736,595 $ — $ 15,895 $ 1,819,065

$ 1,014,070 $ — $ — $ 1,014,070

December 31, 2021 Renewable Energy Mining Strategic and Other Investments Total

Twelve-Months Ended December 31, 2022 Fuels Metals Mining Strategic Investments Corporate/Other Total

Revenue $ — $ — $ 146,950 $ — $ 31,200 $ 178,150

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Change in fair value of derivative instruments $ — $ — $ ( 1,875,000 ) $ ( 6,069,888 ) $ 217,250 $ ( 7,727,638 )

Impairment of intangibles $ ( 230,764 ) $ — $ — $ ( 230,764 )

Impairment of intangible assets $ — $ — $ — $ — $ ( 338,035 ) $ ( 338,035 )

Impairment of investments and note receivable, net recovery $ — $ — $ ( 2,452,788 ) $ ( 54,587 ) $ ( 736,275 ) $ ( 3,243,650 )

Impairment of goodwill $ ( 2,202,275 ) $ — $ — $ — $ ( 10,586,396 ) $ ( 12,788,671 )

Total other income (expense), net $ ( 2,196,608 ) $ — $ ( 4,394,679 ) $ ( 8,276,973 ) $ ( 12,508,717 ) $ ( 27,376,977 )

Net Loss $ ( 13,078,628 ) $ 369,392 $ ( 11,874,384 ) $ ( 24,583,620 )

Net income (loss) $ ( 10,124,633 ) $ ( 1,180,300 ) $ ( 4,740,794 ) $ ( 10,120,482 ) $ ( 20,572,050 ) $ ( 46,738,259 )

Total Assets $ 8,101,196 $ 10,618,187 $ 25,563,028 $ 60,536,258 $ ( 4,764,910 ) $ 100,053,759

$ 43,001,837 $ 11,304,024 $ 72,648,771 $ 126,954,632

Capital Expenditures $ — $ — $ — $ 998,175 $ 15,895 $ 1,014,070

$ 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 20 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

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 ).

The following related party transactions occurred during the years ended December 31, 2023 and 2022.

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.

On December 29, 2023, the Company and SSOF agreed to convert total advances into 3,880,556 shares of SSOF common stock (See Note 2, Investments ).

At December 31, 2023, the Company’s total investment in SSOF was recorded at a fair value of $ 19,045,000 , representing 10,580,556 common shares, or 17.11 % of the total SSOF outstanding common shares on a fully diluted, if converted basis.

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.

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

SSOF is a qualified opportunity zone fund, that owns 100 % of SSE, a qualified opportunity zone business.

SSE and its subsidiaries own or control approximately 2,500 acres of land, a manufacturing facility, significant senior, junior and effluent water rights, sewer rights and also owns and operates the Silver Springs Regional Airport LLC.

The substantial majority of these properties are contiguous and strategically located within immediate proximity of Highway 50, State Route 492, the Northern Nevada Industrial Center and the Tahoe Reno Industrial Center where companies like Tesla, Switch, Google, Microsoft, and Redwood Materials, amongst many others that are currently located, expanding or locating in this industrializing region.

TRANSACTIONS INVOLVING FLUX PHOTON CORPORATION (“FPC”)

On September 7, 2021, the Company closed on an asset purchase agreement (the “FPC Asset Purchase Agreement”) with Flux Photon Corporation (“FPC”), to acquire certain intellectual property and related photocatalysis laboratory equipment (the “FPC Assets”).

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

On December 10, 2021, the FPC Asset Purchase Agreement was amended to provide for the payment by the Company of a $ 350,000 down payment against the purchase price, with a remaining performance-based cash payment of $ 17,650,000 required under the FPC 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 FPC Asset Purchase Agreement.

The Company additionally agreed to appoint the Company's chief technology officer to the Company’s Board of Directors in connection with the Company’s acquisition of Comstock Innovations Corporation on September 7, 2021.

We recognized an impairment loss of $ 338,035 on the FPC Assets in other income (expense) in the consolidated statement of operations during the year ended December 31, 2022 in the Fuels Segment.

On December 28, 2023, the Company amended the FPC Asset Purchase Agreement.

The remaining purchase price payable for the Assets was $ 17,650,000 , payable only from 20 % of future cash flows defined as the future monthly consolidated sales, less total variable costs, less operating expenses, maintenance, tax payments, and debt service payments of Comstock Inc.

and its now and hereafter-existing subsidiaries until the purchase prices has been fully paid.

The 2023 amended FPC Asset Purchase Agreement reduced the purchase price payable to $ 16,850,000 .

LEASE AND PURCHASE AGREEMENT FOR BATTERY RECYCLING FACILITY

Since 2021, LINICO, a majority-owned subsidiary of the Company, had a finance lease, as lessee, with AQMS, for the Manufacturing Facility.

The chief financial officer of AQMS was on the Company's board of directors until he resigned effective as of April 5, 2023.

On April 26, 2023, the Company closed on the purchase of AQMT, a subsidiary of AQMS, whose sole asset was the Facility, and paid $ 12.0 million due to AQMS, effectively taking full ownership of the Manufacturing Facility.

The previously existing lease between LINICO and AQMS was terminated (see Note 9, Sale of Manufacturing

The Company purchased $ 782,500 in equipment from AQMS for the year ended December 31, 2022.

This equipment was included in the sale of the Manufacturing Facility in 2023.

PURCHASE OF METAL RECYCLING FURNACE

On December 15, 2023, the Company and Dr.

Fortunato Villamagna, president of Comstock Metals Corporation, signed an agreement in which Dr.

Villamagna agreed to contribute a metal recycling furnace to the Company.

The Company agreed to make payments for the metal recycling furnace totaling $ 375,000 from an amount not exceeding 20 % of excess cash flow generated by Comstock Metals Corporation, defined as excess cash available after the satisfaction of all planned growth capital for Comstock Metals Corporation and the repayment of intercompany loans.

At December 31, 2023, the metal recycling furnace is included in Properties, plant and equipment, net and the corresponding liability is included in other liabilities (long-term) on the consolidated balance sheet.

On March 1, 2023, the Company entered into a separate employment agreement with Dr.

Villamagna which provides that he receive 20 % of the equity of Comstock Metals Corporation vesting evenly over a five-year period (see Note 15, Stock-Based Compensation ).

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.

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Kreisler agreed to contribute his beneficial ownership interest in the entity to the Company for no additional consideration, and the Company agreed to reimburse certain transaction expenses of approximately $ 100,000 incurred by Mr.

As of the year end December 31, 2022, no agreement has been determined between the Company and the affiliated company of Mr.

As of the year ended December 31, 2022, the Company had paid $ 100,000 to Mr.

As of the year ended December 31, 2023, no agreement has been determined between the Company and the affiliated company of Mr.

In 2023, the Company recognized expense of $ 42,000 that was paid to Mr.

Kreisler for rental of office space.

Sierra Clean Processing LLC, a wholly owned subsidiary of SSOF, owns the building at 600 Lake Avenue, Silver Springs, Nevada which the Company entered into the Building Lease on August 15, 2023 (see Note 8, Leases ).

The Company's CEO is an executive and director of Sierra Clean Processing LLC.

NOTE 21 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

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.

On January 2, 2024 and on February 2, 2024, the Company paid $ 500,000 , respectively, for a total $ 1.0 million to GenMat related to the make whole provision associated with the Company's common stock.

On January 2, 2024, the Company paid $ 250,000 to RenFuel K2B AB (“RenFuel”) for a bridge term loan, bearing interest at 7 % per annum and maturing on February 15, 2024.

On February 12, 2024, Comstock Fuels and RenFuel entered into an amendment to extend the deadlines to finalize the transaction documents to March 15, 2024, and the closing of the transactions to March 31, 2024 associated with the Company’s December 22, 2023 announced intention to advance the Company’s first commercial biorefinery and make a strategic $ 3,000,000 investment in RenFuel.

These new transactions are in addition to the Exclusive License Agreement executed by RenFuel and Comstock Fuels on October 11, 2023, pursuant to which RenFuel granted Comstock Fuels an exclusive license to use RenFuel’s patented catalytic esterification and related technologies in North America, Central America, and South America.

On January 4, 2024, the Company's Compensation Committee of the Board of Directors determined that the criteria for both the performance and market share award units granted under the 2020 Plan were not sufficiently met and that the granted share awards shall be canceled, forfeited and terminated without issuance of any shares of the Company.

On January 5, 2024, the Company reacquired and retired the 2,605,322 shares of treasury stock, for cancellation upon receipt.

The transaction reduced the Company’s outstanding shares from 117,862,081 to 115,256,759 .

On January 11, 2024, for consideration to enter into the Kips Bay Note, the Company issued 308,931 restricted shares of its common stock equal to 3 % of the principal amount of the Kips Bay Note, or $ 157,895 at $ 0.511 per share.

During January 2024, the Company invested $ 350,000 in SSOF at $ 1.80 per share increasing our equity ownership to 17.37 %.

On February 1, 2024, the Company issued 75,080 shares of unregistered restricted common shares with a fair value of $ 36,822 to Alvin Fund in lieu of cash payment from interest under the Alvin Fund 2023 Note.

ITEM 9 CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data